Common use of Price Review and Audit Procedure Clause in Contracts

Price Review and Audit Procedure. Manufacturer shall maintain complete and accurate books and records that fairly reflect the Standard Costs of each Product and shall retain such books and records for a period of not less than two (2) years after the applicable Product was manufactured and delivered hereunder. With respect to any Standard Cost increase under Section 3.2 or required payment under Section 3.3 that in each case is subject to review under this Section 3.4, if Customer requests such a review in writing within thirty (30) days following notice to Customer of such increase or payment (as applicable): (i) the Parties shall reasonably discuss and attempt to resolve any disagreement with respect thereto, and (ii) if such disagreement is not resolved within thirty (30) days following commencement of such discussions, Customer shall have the right, on no less than thirty (30) days’ notice to Manufacturer, to appoint a reputable and internationally recognized independent accounting firm reasonably acceptable to Manufacturer to audit such relevant books and records, during normal business hours and on a confidential basis, to verify that the (i) with respect to Section 3.3, Volume Variance and/or Purchase Price Variance, as applicable, during the preceding Financial Year or (ii) with respect to Section 3.2, budgeted change in the Standard Cost for the coming Financial Year, as applicable, was accurately calculated by Manufacturer in accordance with this Article 3. Customer shall bear all costs and expenses of conducting such an audit, and such accounting firm shall work on an hourly or flat fee basis without a contingency fee or other performance or bonus fee. Such accounting firm shall provide in writing (i) a detailed report of such audit to Manufacturer and (ii) the applicable Standard Cost(s) as calculated by such accounting firm in accordance with this Article 3 to Manufacturer and Customer (provided that, for clarity, the Standard Cost methodology shall not be subject to audit). The Standard Cost(s) as calculated by such accounting firm absent manifest error shall be binding upon the Parties with respect to such increase or required payment, as applicable. Notwithstanding anything to the contrary in this Agreement, Customer shall have no right to dispute or request review of any Price or calculation thereof or change thereto, except as provided in this Section 3.4.

Price Review and Audit Procedure. (a) Manufacturer shall maintain complete and accurate books and records Records that fairly reflect the Standard Costs relevant costs and calculations used to determine the Price of each Product and shall retain such books and records Records for a period of not less than two three (23) years after the applicable Product was manufactured and delivered hereunder. With respect to any Standard Cost increase a Price change under Section 3.2 or required payment under Section 3.3 that for any Product in each case is subject to review under this Section 3.4an upcoming Fiscal Year, if Customer requests such a review in writing within thirty (30) days following notice to Customer of such increase or payment (as applicable): change, then: (i) the Parties shall reasonably discuss and attempt to resolve any disagreement with respect thereto, thereto and (ii) if such disagreement is not resolved within thirty (30) days following commencement of such discussions, Customer shall have the right, no more than one (1) time per Fiscal Year each for the subject of (1) and (2) below and on no less than thirty (30) days’ notice to Manufacturer, to appoint a reputable and internationally recognized independent accounting Third-Party audit firm reasonably acceptable to Manufacturer (and which agrees to be bound by Manufacturer’s customary confidentiality agreement) to audit such relevant books and recordsRecords, during normal business hours and on a confidential basis, to verify that that, either (1) the (i) with respect to Section 3.3, Volume Variance and/or Purchase Price Variance, as applicable, during the preceding Financial Year or (ii) with respect to Section 3.2, budgeted change in the Standard Cost relevant Products’ Price for an applicable Facility for the coming Financial upcoming Fiscal Year, as applicable, or (2) the true-up determination with respect to (x) the estimated and actual Facility Conversion Costs of a Facility with respect to any Fiscal Year or (y) the Facility Estimated Product Materials Cost and the Facility Actual Product Materials Cost with respect to any Fiscal Year, was accurately and equitably calculated by Manufacturer in accordance with this Article 3Agreement; provided that Customer shall be deemed to have waived its right for such a review if Customer does not make such request within thirty (30) days following delivery of Manufacturer’s notice to Customer of such increase. For the avoidance of doubt, any such audit initiated by Customer in accordance with clause (ii) above shall include in the scope of audit all of the Products manufactured at the applicable Facility, and not be limited in scope to the discrete Product(s) in question. Subject to Section 3.4(b)(2), Customer shall bear all costs and expenses of conducting such an audit, and such accounting firm shall work on an hourly or flat fee basis without a contingency fee or other performance or bonus fee. Such accounting firm shall shall, as promptly as practicable, provide in writing (iI) a detailed report of such audit to Manufacturer and (iiII) a separate report limited to the applicable Standard Cost(s) Price for the subject Products in the relevant Fiscal Year as calculated by such accounting firm in accordance with this Article 3 Agreement to Manufacturer and Customer (provided that, for clarity, the Standard Cost methodology shall not be subject to audit)Customer. The Standard Cost(s) Price for the Products during a Fiscal Year, as calculated by such accounting firm firm, absent any manifest error error, shall be binding upon the Parties with respect to such increase or required payment, as applicable. Notwithstanding anything to ; provided that, within fifteen (15) days of receipt of the contrary in this Agreementaudit report, Customer Manufacturer shall have no the right to dispute or request review of any such Price or calculation thereof or change theretoby submitting written notice to Customer and the accounting firm accompanied by information supporting Manufacturer’s position. Within thirty (30) days of receipt of Manufacturer’s notice of dispute, except the accounting firm shall issue its final findings with respect to the Price for the relevant Product in the relevant Fiscal Year and such decision, absent manifest error, shall be binding upon the Parties. (b) If, as provided a result of any audit by Customer pursuant to Section 3.4(a), the aggregate Price calculated by the accounting firm with respect to all Products manufactured at the applicable Facility for a Fiscal Year is: (i) less than ninety-five percent (95%) of the aggregate Price for all such Products established by Manufacturer pursuant to Section 3.2 for such Products during such Fiscal Year, then, if Customer has made payments to Manufacturer for such Products at the higher Price established by Manufacturer during such Fiscal Year, Manufacturer shall refund to Customer the overpayment made by Customer; or (ii) more than one hundred and five percent (105%) of the aggregate Price for all such Products established by Manufacturer pursuant to Section 3.2 for such Products during such Fiscal Year, then, if Customer has made payments to Manufacturer for such Products at the lower Price established by Manufacturer for such period, Customer shall promptly pay Manufacturer for the amount of the underpayment that should have been paid by Customer; in this each case of clauses (i) and (ii), (1) such payment to be made within sixty (60) days of the owing Party’s receipt of the relevant detailed report and final Price pursuant to Section 3.43.4(a) and (2) Manufacturer shall be responsible for payment of the applicable accounting firm’s reasonable and actual fees in connection with such audit.

Price Review and Audit Procedure. (a) Manufacturer shall maintain complete and accurate books and records Records that fairly reflect the Standard Costs relevant costs and calculations used to determine the Price of each Product and shall retain such books and records Records for a period of not less than two three (23) years after the applicable Product was manufactured and delivered hereunder. With respect to any Standard Cost increase a Price change under Section 3.2 or required payment under Section 3.3 that for any Product in each case is subject to review under this Section 3.4an upcoming Fiscal Year, if Customer requests such a review in writing within thirty (30) days following notice to Customer of such increase or payment (as applicable): change, then: (i) the Parties shall reasonably discuss and attempt to resolve any disagreement with respect thereto, thereto and (ii) if such disagreement is not resolved within thirty (30) days following commencement of such discussions, Customer shall have the right, no more than one (1) time per Fiscal Year each for the subject of (1) and (2) below and on no less than thirty (30) days’ notice to Manufacturer, to appoint a reputable and internationally recognized independent accounting Third-Party audit firm reasonably acceptable to Manufacturer (and which agrees to be bound by Manufacturer’s customary confidentiality agreement) to audit such relevant books and recordsRecords, during normal business hours and on a confidential basis, to verify that that, either (1) the (i) with respect to Section 3.3, Volume Variance and/or Purchase Price Variance, as applicable, during the preceding Financial Year or (ii) with respect to Section 3.2, budgeted change in the Standard Cost relevant Products’ Price for an applicable Facility for the coming Financial upcoming Fiscal Year, as applicable, or (2) the true-up determination with respect to (x) the estimated and actual Facility Conversion Costs of a Facility with respect to any Fiscal Year or (y) the Facility Estimated Product Materials Cost and the Facility Actual Product Materials Cost with respect to any Fiscal Year, was accurately and equitably calculated by Manufacturer in accordance with this Article 3Agreement; provided that Customer shall be deemed to have waived its right for such a review if Customer does not make such request within thirty (30) days following delivery of Manufacturer’s notice to Customer of such increase. For the avoidance of doubt, any such audit initiated by Customer in accordance with clause (ii) above shall include in the scope of audit all of the Products manufactured at the applicable Facility, and not be limited in scope to the discrete Product(s) in question. Subject to Section 3.4(b)(2), Customer shall bear all costs and expenses of conducting such an audit, and such accounting firm shall work on an hourly or flat fee basis without a contingency fee or other performance or bonus fee. Such accounting firm shall shall, as promptly as practicable, provide in writing (iI) a detailed report of such audit to Manufacturer and (iiII) a separate report limited to the applicable Standard Cost(s) Price for the subject Products in the relevant Fiscal Year as calculated by such accounting firm in accordance with this Article 3 Agreement to Manufacturer and Customer (provided that, for clarity, the Standard Cost methodology shall not be subject to audit)Customer. The Standard Cost(s) Price for the Products during a Fiscal Year, as calculated by such accounting firm firm, absent any manifest error error, shall be binding upon the Parties with respect to such increase or required payment, as applicable. Notwithstanding anything to ; provided that, within fifteen (15) days of receipt of the contrary in this Agreementaudit report, Customer Manufacturer shall have no the right to dispute or request review of any such Price or calculation thereof or change theretoby submitting written notice to Customer and the accounting firm accompanied by information supporting Manufacturer’s position. Within thirty (30) days of receipt of Manufacturer’s notice of dispute, except the accounting firm shall issue its final findings with respect to the Price for the relevant Product in the relevant Fiscal Year and such decision, absent manifest error, shall be binding upon the Parties. (b) If, as provided a result of any audit by Customer pursuant to Section 3.4(a), the aggregate Price calculated by the accounting firm with respect to all Products manufactured at the applicable Facility for a Fiscal Year is: (i) less than ninety-five percent (95%) of the aggregate Price for all such Products established by Manufacturer pursuant to Section 3.2 for such Products during such Fiscal Year, then, if Customer has made payments to Manufacturer for such Products at the higher Price established by Manufacturer during such Fiscal Year, Manufacturer shall refund to Customer the overpayment made by Customer; or (ii) more than one hundred and five percent (105%) of the aggregate Price for all such Products established by Manufacturer pursuant to Section 3.2 for such Products during such Fiscal Year, then, if Customer has made payments to Manufacturer for such Products at the lower Price established by Manufacturer for such period, Customer shall promptly pay Manufacturer for the amount of the underpayment that should have been paid by Customer; in this each case of clauses (i) and (ii), (1) such payment to be made within forty-five (45) days of the owing Party’s receipt of the relevant detailed report and final Price pursuant to Section 3.43.4(a) and (2) Manufacturer shall be responsible for payment of the applicable accounting firm’s reasonable and actual fees in connection with such audit.