Common use of Frequency and Scope Clause in Contracts

Frequency and Scope. Tops will be limited to no more than one (1) audit during each Contract Year and each audit will be limited to the review of information related to the * period immediately preceding the audit, and any remedies or recoupment of monies due as the direct result of any errors discovered pursuant to any such audit will be limited to such * period, excluding any months that were covered by an audit in a prior year. Any audit will be conducted at C&S’s premises and shall be completed within 60 days or such other reasonable time period agreed to by the Parties. The Parties’ mutual objective is to identify and resolve any errors promptly after they occur rather than to rely upon the audit procedure to identify errors. All Books and Records subject to audit and review hereunder will be subject to the confidentiality provisions set forth in Section 10.17. Notwithstanding anything to the contrary set forth herein, failure by Tops to challenge the amount of any *, Cost, or the Services Fee or information related thereto within the * period immediately following the date such amount is invoiced or rebated to Tops shall be deemed to be Tops’ agreement and consent to such invoiced or rebated amounts, and Tops shall thereafter waive any claim or right to adjust, modify or recover any amounts related thereto.