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2. THE CONTRACT

a. Additional Documents. All specifications, drawings, technical data and documents expressly referred to in this purchase order are incorporated herein by reference. If such reference is to a portion only of such specifications, drawings, data or documents, then only the portions referenced shall be incorporated herein.

b. Complete Agreement. This purchase order, including all items incorporated herein by reference, contains the final and entire contract between Purchaser and Seller. And no agreement or other understanding purporting to add to or modify the terms and conditions hereof shall be binding upon Purchaser unless agreed to by Purchaser in writing on or subsequent to the date of this purchase order.

c. Non-Assignment. Seller shall not delegate to any other person the production of goods under this purchase order. Purchaser shall be entitled to assert against any assignee of Seller all rights, claims and defenses of any type (including, but not limited to, rights of setoff, recoupment and counterclaim), which Purchaser could assert against Seller, whether acquired prior or subsequent to such assignment.

d. Terms Law. This contract shall be interpreted and applied according to the laws of the State of Michigan.

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