Audit of Costs. Seller shall permit Purchasing Partners to have an independent third party accounting firm conduct periodic audits of records relating to Seller’s performance under this Agreement including without limitation relevant orders, invoices, volume reports and administrative fees. At a minimum, Seller shall maintain and have available for review the following documents in connection with an audit: electronic copies of volume and administrative fee files previously sent to Purchasing Partners, copies of the Membership Rosters utilized by Seller in performing under this Agreement, records of all sales made to Participating Members under 12 of 17 PREMIER PURCHASING PARTNERS, L.P. STANDARD TERMS AND CONDITIONS GROUP PURCHASING AGREEMENT-CAPITAL EQUIPMENT Seller: Masimo Americas, Inc. Contract Number: PP-NS-540 this Agreement (in a format that allows for re-querying of the data), an electronic listing of all Products purchased during the term of this Agreement (in a format that allows for re-querying of the data) which can be used as the basis for confirming total Participating Member purchase volume and total Purchasing Partners Administrative Fees due under this Agreement, a cross reference between Seller’s internal customer numbers and Purchasing Partners-approved entity code numbers (in the event that Purchasing Partners’ entity code numbers are not loaded into Seller’s information system) and Participating Member Designation Forms and/or letters of commitment and their effective dates. The audits shall be conducted upon reasonable advance notice during regular business hours at Seller’s principal office and in such a manner as not to unduly interfere with Seller’s operations. In the event any audit reveals an underreporting of Purchasing Partners Administrative Fees in excess of the greater of $5,000 or 5% of the total Purchasing Partners Administrative Fees paid in any reporting period, or in aggregate for the entire audit period, then the costs of the audit, including labor, outside consultant fees, out-of-pocket expenses and administrative charges to perform the review shall be reimbursed to Purchasing Partners by Seller within thirty (30) days of Seller’s receipt of an invoice therefore from Purchasing Partners. In the event such audit reveals an over-reporting of Purchasing Partners Administrative Fees, Seller may apply such balance to subsequent monthly Participation Fee payments.
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Sources: Group Purchasing Agreement
Audit of Costs. Seller shall permit Purchasing Partners to have an independent third party accounting firm conduct periodic audits of records relating to Seller’s performance under this Agreement including without limitation relevant orders, invoices, volume reports and administrative fees. At a minimum, Seller shall maintain and have available for review the following documents in connection with an audit: electronic copies of volume and administrative fee files previously sent to Purchasing Partners, copies of the Membership Rosters utilized by Seller in performing under this Agreement, records of all sales made to Participating Members under 12 of 17 PREMIER PURCHASING PARTNERS, L.P. STANDARD TERMS AND CONDITIONS GROUP PURCHASING AGREEMENT-CAPITAL EQUIPMENT Seller: Masimo Americas, Inc. Contract Number: PP-NS-540 this Agreement (in a format that allows for re-querying of the data), an electronic listing of all Products purchased during the term of this Agreement (in a format that allows for re-querying of the data) which can be used as the basis for confirming total Participating Member purchase volume and total Purchasing Partners Administrative Fees due under this Agreement, a cross reference between Seller’s internal customer numbers and Purchasing Partners-approved entity code numbers (in the event that Purchasing Partners’ entity code numbers are not loaded into Seller’s information system) and Participating Member Designation Forms and/or letters of commitment and their effective dates. The audits shall be conducted upon reasonable advance notice during regular business hours at Seller’s principal office and in such a manner as not to unduly interfere with Seller’s operations. In the event any audit reveals an underreporting of Purchasing Partners Administrative Fees in excess of the greater of $5,000 or 5% of the total Purchasing Partners Administrative Fees paid in any reporting period, or in aggregate for the entire audit period, then the costs of the audit, including labor, outside consultant fees, out-of-pocket expenses and administrative charges to perform the review shall be reimbursed to Purchasing Partners by Seller within thirty (30) days of Seller’s receipt of an invoice therefore from Purchasing Partners. In the event such audit reveals an over-reporting of Purchasing Partners Administrative Fees, Seller may apply such balance to subsequent monthly Participation Fee payments.
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