Vendor Standard Terms and Conditions
Revised October 2010
Download Vendor Standard Terms & Conditions
1.1 The terms and conditions below or those otherwise specifically negotiated between Buyer and Seller
constitute the complete and exclusive agreement between Buyer and Seller subject only to local
laws which may compulsorily override a particular provision of this agreement.
1.2 The acceptance of the Purchase Order, (collectively the “Order”) by acknowledgment, shipment of
Goods, performance of Services, or commencement of work on supplies shall constitute acceptance
of the terms and conditions.
1.3 Buyer expressly rejects any additional or different terms and conditions, including those which
appear in any quotation, acceptance, shipping documentation, invoice or acknowledgment of Seller.
Seller may not assert, as a defense to the enforcement of the conditions of this Order, any
conditions or limitations made in its acceptance. The terms and conditions may only be modified by
Buyer’s express written consent.
1.4 This Order may not be assigned or delegated, in whole or in part, without Buyer’s prior written
consent, including, but not limited to, the subcontracting of work to be performed or the transfer of
tooling to third parties for the performance of work under this Order.
1.5 In addition this Agreement shall be supplemented by “Novitá Supplier Handbook” in the version that
was valid when this Agreement was concluded, which has been made available to the Seller at
www.novitatech.com. Novita shall be entitled to update these guidelines from time to time, in
accordance with the further development of the quality management systems. The amended
guidelines shall be an integral part of this Agreement unless the Supplier objects to their inclusion in
a written statement, detailing his objections within one month after receipt of said guidelines.
2.1 Buyer may from time to time by notice to Seller make reasonable changes, within the scope of the
Contract, to the drawings, specifications, materials, designs, method of shipping or packing, and the
place of delivery of any Goods and/or work covered hereby, and Seller agrees to promptly make
such changes. Any changes to this Order shall be made in writing or by electronic communication.
2.2 If any such change directly affects the price or delivery schedule of Goods or Services, an equitable
adjustment will be made, provided that Seller make a written claim within five (5) days following
Seller’s receipt of such changes. If the parties are unable to agree upon the amount of the
adjustment, acting reasonably and in good faith, Buyer may without any liability terminate the Order
as to all Goods and Services affected.
2.3 Buyer may reschedule or cancel any delivery releases as production requirements change without
2.4 Seller shall confirm any changes or rescheduling in writing, via mail, facsimile or electronic data
2.5 Seller shall not, without prior written consent of Buyer, make any process or design changes
affecting the Goods. If Seller makes any unauthorized changes, the expense associated with
rectifying such change will be assumed by the Seller.
2.6 The Order shall not be deemed or construed to be modified, amended, rescinded, canceled or
waived in whole or in part, except by written change order signed by Buyer.Revised October 2010 2
3. PERFORMANCE; DELAYS
3.1 Time is of the essence to all deliveries. “Delivery date” shall mean the date Goods are to arrive at
Buyer’s facility. Buyer requires 100% on time delivery. Seller is responsible for supporting Buyer
release fluctuations of +/-15% during the agreed component lead time period to ensure on-time
delivery of requirements.
3.2 When deliveries are specified to be in accordance with Buyer’s written releases, Seller will not
fabricate or assemble any Goods except to the extent authorized by the written releases or to the
minimum delivery quantities in this Order. Buyer may change the rate of scheduled shipments or
direct temporary suspension of scheduled shipments, neither of which shall entitle Seller to a
modification of the price for Goods or Services covered by this contract.
3.3 Seller shall not ship ahead of schedule unless authorized by Buyer in writing. Buyer may return, at
its option, all unauthorized early shipments to Seller at Seller’s expense. Payments for early
shipments shall be postponed until normal maturity after the scheduled delivery date.
3.4 Seller, when it has reason to believe that deliveries will not be made as scheduled, shall provide
immediate notice to Buyer, setting forth the cause of such anticipated delay.
3.5 Seller agrees not to give any other customer of Seller any priority over Buyer in the allocation of
3.6 All damages suffered by Buyer and any premium transportation or other cost required to meet the
specified delivery schedule will be at the expense of Seller.
3.7 Unless otherwise specified in the Order, shipments of Goods shall be DDP (INCOTERMS: 2000) to
the Novita manufacturing site.
3.8 Seller shall maintain availability of the Goods purchased under this Order for at least 15 years
(unless otherwise agreed in writing) after the end of mass production manufacturing. If Seller
determines within this period that it will no longer be possible to ensure this, Seller must inform
Buyer without delay and, if Seller is unable to offer Buyer any other reasonable possibility of supply,
Seller will provide Buyer with the opportunity of procuring an all-time requirement, 12 months before
production is stopped.
3.9 Neither party shall be liable to the other for any delay or failure to perform where such delay or
failure is caused by events beyond the reasonable control of the affected party. The foregoing shall
be subject to the affected party giving reasonable notice to the other party.
4. PACKING; MARKING; SHIPPING
4.1 Shipments must be preserved, packaged, handled and packed to permit efficient handling, provide
protection from loss or damage, and comply with Buyer specifications, government regulations and
carrier requirements. Seller shall be liable for any loss or damage due to its failure to properly
preserve, package, handle or pack Goods.
4.2 No charges shall be allowed for packing, crating, returnable containers, import duties, transportation,
documentation or media unless previously agreed to in writing and such agreement is referenced on
the face of the Order. Buyer will not be responsible for delays in the payment of invoices if these
requirements are not met.
4.3 All containers, packing lists, bill of lading and invoices must list the order number for all shipments.
In addition, for Production Material, part number and quantity must also be stated on these
documents. Buyer’s count will be accepted as final on all shipments.Revised October 2010 3
4.4 Seller upon request shall submit a Certificate of Compliance signed by an authorized representative
of the Seller attesting to Seller’s compliance with all government and environmental laws and
regulations relating to the Goods sold. This certificate will be submitted at the beginning of
deliveries and, thereafter, as directed on the material drawing.
5. QUALITY AND INSPECTION
5.1 Seller will participate in Buyer supplier quality and development program(s) and comply with all
engineering releases and validation requirements and procedures, including Buyer production part
approval processes, which Buyer specifies from time to time.
5.2 Seller will provide and maintain a quality assurance system approved by Buyer and which meets
Buyer’s written specifications.
5.3 Buyer may inspect and evaluate all Goods (including all tooling and material used in their
manufacture), and all services at times and places designated by Buyer.
5.4 Seller will permit Buyer and its representatives and consultants to enter Seller’s facilities at
reasonable times to inspect such facilities and any goods, inventories, work-in-process, materials,
machinery, equipment, tooling, fixtures, gauges and other items and processes related to Seller
performance of this contract. No such inspection by Buyer will constitute acceptance by Buyer of any
work-in-process or finished goods or affect the Buyer’s rights.
5.5 Buyer may, at its option, reject and return any Goods which contain defective material or
workmanship or which do not conform to this agreement, applicable drawings, specifications, or
samples. Rejected Goods which Buyer returns to Seller and replacement or repaired Goods which
are returned to Buyer shall be returned at Seller’s risk and expense.
5.6 Payment for any Goods or Services does not constitute final acceptance.
5.7 Where applicable, all Goods supplied under the Order shall have a one (1) year date code limitation.
1. Buyer is not required to perform incoming inspections of any goods, and Seller waives any
rights to require Buyer to conduct any such inspections.
2. Seller will not substitute any goods for the goods covered by this Contract unless Buyer
consents in writing. If Buyer rejects any goods as non-conforming, Buyer may, at its option,
(a) reduce the quantities of goods ordered under this Contract by the quantity of nonconforming goods, (b) require Seller to replace the non-conforming goods, and /or (c)
exercise any other applicable rights or remedies.
3. If Seller fails to inform Buyer in writing of the manner in which Seller desires that Buyer
dispose of non-conforming goods within forty-eight (48) hours of notice of Buyer’s rejection
of non-conforming goods (or such shorter period as is reasonable under the circumstances),
Buyer will be entitled to dispose of the non-conforming goods without liability to Seller,
provided, however, that in any event Buyer may elect to arrange for the shipment of any nonconforming goods back to Seller at Seller’s expense. Seller will bear all risk of loss with
respect to all non-conforming goods and will promptly pay or reimburse all costs incurred by
Buyer to return, store or dispose any non-conforming goods.
4. Buyer’s payment for any non-conforming goods will not constitute acceptance by Buyer, limit
or impair Buyer’s right to exercise any rights or remedies, or relieve Seller of responsibility for
the non-conforming goods. Revised October 2010 4
6. PRICING; INVOICING; PAYMENT
6.1 Seller shall sell to Buyer the Goods or Services shown on the face of the Order at the price
specified. All prices are inclusive of applicable freight charges and duties unless otherwise agreed.
6.2 Seller warrants that the prices charged for the Goods or Services are not higher than those charged
to any other customer or Buyer site for Goods of like grade and quality in similar quantities or for
similar Services performed by skilled personnel.
6.3 Seller agrees to promptly render a complete and correct invoice to Buyer after delivery of the Goods
or the performance of Services, and to accept payment in cash or its equivalent. Each invoice shall
reference the order number.
6.4 Buyer shall not be liable for any federal, state or local taxes unless separately stated on the face of
the Order and separately invoiced.
6.5 Standard payment terms are Net 60, unless otherwise stated on Seller’s Purchase Order or
Schedule Agreement. Time for payment and the period for cash discount privilege shall not begin to
run until both Seller’s invoice and Goods have been received. Buyer may withhold payment until
proof of the absence of any liens or encumbrances on the Goods is given to Buyer’s satisfaction.
7. WARRANTY/ CHARGEBACK
7.1 Seller warrants that all Goods and Services covered by this Order conform to the specifications,
drawings, samples or other description upon which this Order is based, shall be fit and sufficient
for the purpose intended, merchantable, of good material and workmanship and free from defect.
7.2 Seller warrants that it has title to the Goods and this warranty shall be perpetual.
7.3 These warranties shall survive inspection, test, acceptance and payment and shall run to Buyer, its
customers and users of its products.
7.4 All warranties (except for title) shall be enforceable for the period specified by Buyer’s customer (at
least 12 months for aftermarket, at least 36 months for OE business) after delivery of Goods or
completion of Services.
7.5 Seller agrees to promptly replace or correct defects of any Goods or Services not conforming to
the foregoing warranty, without expense to Buyer, when notified of such nonconformity by Buyer.
7.6 If Seller fails to promptly correct defects in or replace nonconforming Goods, Buyer may make
such corrections or replace such Goods and Services at Seller’s expense or return them for credit
or refund. In addition to other remedies, Buyer may reject nonconforming Goods and return them
to Seller at Seller’s expense.
7.7 All costs incurred by Buyer for non-conformities in parts, or line shutdowns associated with goods
supplied by Seller, and costs associated with non-conformities in processes provided to Buyer by
Seller’s sub-contracted processor(s), shall be charged back as is reasonable by Seller.
7.8 If a defect is only discovered after further processing of Products despite compliance with the
provisions above, Seller shall be obliged to bear all the costs in connection with the exchange or
rectification of defective Products. The costs include the costs of inspection, transportation, labor
and material, regardless of whether these costs are incurred at Seller’s, at Buyer’s or at third
parties’ facilities. These costs shall also include all costs of any exchange or repair of products
into which Buyer has fitted defective Products. Revised October 2010 5
7.9 If a recurrent failure makes it necessary to replace a whole production series of Products or
Buyer’s products into which the Products have been assembled, because the root cause analysis
in each individual case is not economical, nor possible nor reasonable, Seller must also bear the
costs referred to section 7.8 for those defective Products even though analysis of all those
defective Products was not performed.
8. LABOR DISPUTES
Seller will notify Buyer immediately of any actual or potential labor dispute that is delaying or
threatens to delay timely performance of this Order. Seller will notify Buyer in writing 6 months in
advance on the expiration of any current labor contract. At least 10 days before a labor contract
expires, Seller will establish, at its expense a 40 working day supply of Goods in a neutral
warehouse site to be located at least fifty 50 miles from Seller’s manufacturing location. By
authorizing the additional inventory, Buyer commits to buy the entire quantity of conforming Products
requested and produced.
9. REMEDIES; WAIVER; APPROVAL
9.1 The rights and remedies reserved in this Order to Buyer are cumulative and in addition to any other
or further rights and remedies available at law or in equity.
9.2 If any Goods fail to conform to the warranties provided by Seller, Buyer shall notify Seller and Seller
shall, if requested by Buyer, reimburse Buyer for any incidental damage caused by the
nonconforming Goods, including costs, expenses and losses incurred by Buyer (a) in inspecting,
sorting, repairing or replacing nonconforming Goods; (b) resulting from production interruptions, (c)
conducting recall campaigns or other corrective service actions, and (d) claims for personal injury
(including death) or property damage caused by such nonconforming Goods.
9.3 No waiver of any breach of any provision of this Order will constitute a waiver of any other breach or
a waiver of such provision.
9.4 Buyer’s approval of documents shall not relieve Supplier from complying with any requirements of
9.5 Buyer and Seller will on occasion agree to specific warranty sharing agreements in order to ensure
an appropriate level of cost management with regard to warranty.
10. BUYER PROPERTY
10.1 All tools, dies, equipment, programs or other material furnished by Buyer to Seller, for performance
of the Order or tooling specifically paid for by Buyer, and any replacement thereof, or anything
affixed or attached thereto, whether itemized or included in the price of any Goods, shall remain
Buyer’s property. Such property, if it can reasonably be done, shall be plainly marked or otherwise
adequately identified by Seller as property of Buyer, and shall be safely stored separate and apart
from Seller’s property.
10.2 Seller agrees to maintain Buyer’s tools, using them only to fill this and similar future Orders for
Buyer. Seller shall not substitute any property for such and shall not use such property except for
filling Buyer’s Order. Seller also agrees not to make changes to the tool without Buyer’s approval,
and Seller will ensure the tool is maintained to the latest approved design release.
10.3 While in Seller’s care, custody, and control, such property shall be held at Seller’s risk, maintained
in accordance with good commercial practice, and subject to removal at Buyer’s request. Seller Revised October 2010 6
shall be responsible for, and shall promptly notify Buyer of, any loss or damage. Seller will keep
such tooling or property in its possession and/or control fully covered by insurance, free of liens and
encumbrances and will replace such tooling or property when lost, damaged or destroyed.
10.4 Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect such property
and Seller’s records with respect thereto. Buyer’s property shall be subject to repossession and/or
removal by Buyer at any time.
10.5 All requests for reimbursement for tooling costs are subject to review, approval and audit by Buyer.
11. PATENT INDEMNITY
11.1 Seller warrants that the Goods or Services sold will not infringe any U.S. or foreign patent and or/any
third party intellectual property right, and Seller will, at its expense, defend, indemnify and save
harmless Buyer, its agents and customers and the users of any Goods or Services covered by this
Order from any and all liability, loss, damage, or expense which may be incurred by any of them,
including without limitation attorney fees and costs, arising out of, or in connection with, or related to
any claim of defect in the design, materials, manufacture or sale of such Goods or Services, or in
any way related to Seller’s performance of it obligations under this Order.
11.2 Seller agrees that it will, at its own expense, defend any action, suit or claim in which infringement is
alleged provided Seller is duly notified as to such suit.
11.3 If the use by Buyer or its affiliates, subsidiaries, assigns or customers of any good or service is
enjoined (“Infringing Product”), Seller shall, at its own expense, procure for Buyer the right to
continue using the Infringing Product. If Seller is unable to do so, Seller shall at its own expense,
either replace the Infringing Product with a non-infringing product, or modify the Infringing Product so
that it becomes non-infringing. If Seller is unable to replace or modify the Infringing Product, Seller
shall refund in full all cost paid by Buyer for the Infringing Product.
11.4 Seller agrees that part manufactured based on Buyer’s drawings and/or specifications may not be
used for Seller’s own use or sold to third parties without Buyer’s express written authorization.
12.1 Buyer may terminate the Order in whole or in part at any time in the manner specified in Section
12.3 upon the occurrence of certain events, including but not limited to:
i. Default by Seller with respect to cost competitiveness, delivery, quality, failure to
maintain technology, or other obligation under the Order, or
ii. Insolvency of Seller, filing by Seller of a voluntary petition in bankruptcy, filing of any
involuntary petition to have Seller declared bankrupt, provided the same is not
vacated within thirty (30) days from the date of such filing, or the execution by Seller
of any assignment for the benefit of creditors.
12.2 In the case of (i) or (ii) above, Buyer shall incur no liability after giving proper notice and reasons for
the termination. Any property of Buyer, as defined in the Order, shall be accessible to and subject to
repossession by Buyer.
12.3 Buyer will notify Seller of the termination of the Order and Seller shall immediately stop all work on
the Order. If Buyer provides verbal notice, Buyer will immediately confirm termination in writing.
Seller shall provide a complete cancellation cost analysis and shall immediately notify Buyer of any
anticipated extraordinary cancellations costs.Revised October 2010 7
12.4 Terminations not included in (i) or (ii) above shall be negotiated by the parties, in which case Buyer’s
liability shall not exceed the full price for quantities already completed, in accordance with releases
on order, to meet scheduled delivery dates up to thirty (30) calendar days from the date of
notification of cancellation, unless a different number of days is specified on the Order.
12.5 Under no circumstance shall Buyer pay any charges if: (a) Seller is not willing to provide a complete
cost analysis for Buyer’s inspection, or (b) Seller can sell components or material to another source.
12.6 Upon cancellation of software or service order, Buyer shall only be liable for the price of the work
that has been completed.
12.7 Buyer shall have no liability with respect to Goods or components procured, or work done, or
supplies partially fabricated, in excess of authority contained in this Order or in any shipment release
issued to Seller pursuant hereto. In no event shall Buyer be liable for prospective or anticipated
profits by reason of any termination.
12.8 If the Buyer has its contract with its customer terminated for convenience or other cause by its
customer, Buyer will terminate this Order with Seller on terms consistent with the terms negotiated
with Buyer’s customer.
Seller will provide worker’s compensation, comprehensive general liability, automobile, public
liability, and property damage insurance in amounts and coverages sufficient to cover all claims
hereunder. Upon request of Buyer, such policies will name Buyer as an additional insured and
contain endorsements stating that the policies are primary and not excess over or contributory with
any other valid, applicable, and collectible insurance in force for Buyer. Buyer may require Seller to
furnish evidence of the foregoing insurance but failure to comply with these insurance requirements
will not relieve Seller of its liability and obligation under this clause.
14. PRODUCT LIABILITY
14.1 Indemnification. Seller will indemnify and defend Buyer against third-party claims or demands for
injury or death to persons, property damage, economic loss, and any resulting damages, losses,
costs and expenses (including reasonable legal fees), regardless of whether the claim or demand
arises under tort, contract, strict liability, or other legal theories, if and to the extent caused by
Seller’s defective design or manufacture of Products or provision of Services, or its negligent acts or
omissions in its performance under the Contract.
14.2 This Section 14 will not apply to the extent that the injury, loss, or damage results from (1) Buyer’s
specification of materials in the Products, (2) Buyer’s design of the Products, (3) any alteration or
improper repair, maintenance, handling, or installation of the Products by anyone other than Seller,
or (4) the integration or interaction of the Products with systems or components not supplied by
14.3 The parties will cooperate with each other to determine the root cause of a defect in or failure of the
Products (and related systems and components) and an equitable allocation of responsibility among
all responsible parties. Seller may examine and test all available Products and related systems and
components that are subject to a third-party claim.
15. RECALL/REPAIR CAMPAIGN
15.1 If Seller’s Goods or Services create or contribute to a vehicle or component repair campaign or
safety recall due to a vehicle or component defect, or non-compliance with the National Traffic and Revised October 2010 8
Motor Vehicle Safety Act, as revised, Seller shall be liable for costs and damages resulting from a
Recall only if the Recall results in whole or in part from a failure of the Goods to conform to the
warranties in Section 7 during the warranty period specified in the Contract.
15.2 If Seller is liable for a Recall, the extent of Seller’s liability will be negotiated on a case-by-case basis
based on (1) a good faith allocation of responsibility for the Recall, (2) the reasonableness of the
costs and damages incurred, (3) the quantity purchased and Contract price of the affected Goods,
and (4) other relevant factors.
15.3 Buyer must (i) notify Seller as soon as practicable after Buyer learns that a Recall being considered
implicates the Products, (ii) provide Seller with available performance evaluations, accident reports,
engineering investigations, and other data relating to the potential Recall, (iii) provide Seller a
reasonable opportunity to participate in inquiries and discussions among Buyer, its customer, and
governmental agencies regarding the need for and scope of the Recall, and (iv) consult with Seller
about the most cost-effective method of modifying or replacing vehicle systems or component parts,
including the Products, in order to remedy the alleged defect or non-compliance.
16. USE AND PROTECTION OF INFORMATION
The specifications, drawing, designs, manufacturing data and other information transmitted to Seller
by Buyer in connection with the performance of this Order are the property of Buyer and may be
covered by one or more patents, patent applications or copyrights. Seller will handle all of this
information in such a manner that it is kept confidential and is not used for any purpose detrimental
to the interest of Buyer. Seller will secure written approval from Buyer before any of this information
is released to anyone other than those requiring the information for the performance of work under
this Order. The information will be returned promptly to Buyer upon request.
17. RIGHTS IN DEVELOPMENT
17.1 If performance under the Order includes experimental, developmental or research effort and such
work is paid for in whole or in part by Buyer, Seller shall disclose to Buyer all confidential processes,
know-how, or trade secrets relating to such work. If production is cancelled due to lack of
requirements or other reasons, Buyer has the right to purchase design development at actual cost.
17.2 Upon request, Seller shall assign to Buyer each invention and property right relating to the work
described in Section 17.1.
18. COMPLIANCE WITH APPLICABLE LAWS
18.1 Seller agrees to comply with all applicable federal, state and local laws, regulations and ordinance
and to indemnify Buyer against all liability for Seller’s failure to comply. The foregoing obligation
includes without limitation compliance with all statutory, regulatory and contractual requirements that
may be applicable to environmental matters, wages, hours and conditions of employment,
subcontractor selection, discrimination, occupational health/safety and motor vehicle safety.
18.2 Buyer has the right to utilize third party “audit” or independent verification concerning items which
the Seller deems confidential or proprietary.
19. CLAIMS ADJUSTMENT
In addition to any right of setoff or recoupment provided by law, Buyer may at any time and without
notice deduct, debit memo, or set-off claims by Seller (or its assignee or financing institution) for
amounts due or to become due from Buyer against any claims that Buyer has or may have arising
out of this or any other transaction between Buyer and Seller.Revised October 2010 9
Seller will promptly notify Buyer in writing of material or components used by Seller in filling this
Order that Seller purchases in a country other than the country in which the Goods are delivered to
Buyer. Seller will furnish Buyer with any documentation necessary to establish the country of origin.
Seller will promptly advise Buyer of any material or components imported into the country of origin
and any duty included in the purchase price of the Goods. Seller warrants that the information
regarding the import or export of the Goods supplied to Buyer is true and correct and that all sales
covered by this Order will be made at not less than fair value under the anti-dumping laws of the
countries to which the Goods are exported.
21. HAZARDOUS SUBSTANCE LABELS
Seller will notify Buyer in writing upon receipt of this Order if the products are subject to laws or
regulations relating to hazardous or toxic substances, hazardous waste disposal, or to any other
environmental or safety and health regulations. Seller will furnish all appropriate shipping
certification and instructions for shipping, safety, handling, exposure, and disposal (including, without
limitation, material data safety sheets) in a form understandable by Buyer’s non-technical personnel
and in enough detail to identify all action that the user must take concerning the material.
22. ELECTRONIC DATA INTERCHANGE
If requested by Buyer, Seller will use commercially reasonable efforts to implement electronic data
interchange or another electronic procurement system determined by Buyer for order processing.
All transactions shall be in accordance with Buyer’s users manual for electronic data interchange or
other electronic procurement system. Implementation of electronic data interchange and
transactions by Seller will be at Seller’s expense.
The parties may use their business relationship for advertising purposes only with the prior written
consent of the other party. Seller will not place its, or any third party’s trademark or designation on a
part if it bears a trademark of Buyer or its affiliate, an identifying mark specified by Buyer, or if the
part is based on Buyer’s design. Seller will sell such marked parts only to Buyer and will not sell
them to third parties without Buyer’s prior written consent.
Neither Seller nor its subcontractors, or the employees or agents of any of them, shall be deemed to
be Buyer’s employees, or agents. Seller and its subcontractors are independent contractors and
Seller shall be wholly responsible for withholding or payment of all federal, state and local income
and other payroll taxes with respect to its employees, including contributions from them and as
required by law.
25. FINANCIAL INFORMATION
25.1 Seller shall provide Buyer annually with any financial evidence required to confirm its financial health
to the Buyer, up to and including its audited financial statements immediately after they become
available to Seller or as otherwise agreed.
25.2 Upon written request Seller shall also provide to Buyer such interim, internal financial statements
that would be made available to any other customer of similar magnitude.