Exhibit 10.18
SUPPLY AGREEMENT
----------------
AGREEMENT, entered in this 17th day of October 2005 by and between
RFB LAKELAND INDUSTRIES PRIVATE LIMITED ("Buyer") an India corporation having
its registered office at X-00, Xxx Xxxxxxx Xxxxxx, Xxx Xxxxx - 000 000, Xxxxx;
And
RFB LATEX LIMITED, an Indian corporation having offices at Surya Xxxxx X-000
Xxxxx Xxxxxx, Xxx Xxxxx, Xxxxx ("Supplier")
And
X.X. Xxxxx son of Late Sh. X. X. Xxxxx resident of X-00, Xxx Xxxxxxx Xxxxxx, Xxx
Xxxxx - 110 065 ( Promoter No. 1)
And
2
Xxxxx Xxxxx son of Late Sh. X. X. Xxxxx resident of X-00, Xxx Xxxxxxx Xxxxxx,
Xxx Xxxxx - 110 065 (Promoter No. 2) (collectively referred to as Promoters)
W I T N E S S E T H:
WHEREAS, the Buyer desires to be assured of having available for its
purchase and use during the term of this Agreement, certain quantities of
"Products" (as that term is hereinafter described); and
WHEREAS, subject to the terms and conditions of this Agreement, Supplier
is willing to supply Buyer's requirements of the Products, in order to assure
Buyer of the availability and source of supply of such Products during the term
of this Agreement, and is willing to contract to sell Products to the Buyer.
NOW, THEREFORE, in consideration of the mutual covenants set forth in this
Agreement, and under the terms and conditions contained herein, Buyer agrees to
buy from Supplier and Supplier agrees to sell to Buyer as follows:
1. Sale and Purchase of Products
-----------------------------
a) During the Stated Term of this Agreement, Supplier agrees to sell to
the Buyer, and to accept orders from the Buyer for the Buyer's
requirements for Supported and Unsupported Industrial Gloves currently
made or to be developed by Supplier, and other gloves for use in safety
apparel products of the types and specification as are provided to
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Supplier ultimately for sale to safety distributors and end users of such
gloves in the United States and in other agreed markets worldwide
(hereinafter collectively the "Products"), all as described in Exhibits
"A" and "B" hereto. Supplier acknowledges that the raw materials of Latex,
Nitrile, Chemical Compounds and other components or components bought by
Buyer are the exclusive property of Buyer. Buyer acknowledges that the
glove Products that Supplier sources itself in India or elsewhere are
designed by Supplier and the designs and specifications are the exclusive
property of Supplier. Supplier has a sales office in New Delhi, India and
that sales office will solicit India Domestic sales and various
international sales except for sales in the United States in most
instances. Any sales order procured by Supplier shall be fulfilled by
Buyer subject to the condition that such sales shall be made at price
decided by the Buyer. The Supplier's sales office and factories have been
making product for sale since 1989, and transfer pricing between the Buyer
and Supplier shall be in accordance with Exhibits A & B or where otherwise
mutually agreed on a case by case basis to conform to international market
prices depending upon who the customers are: being Domestic India,
International Master distributors, ordinary distributors or end users, as
these prices are determined solely by market forces at those specific
chain or levels of the marketplace.
2. Term
----
The stated term of this Agreement (the "Stated Term") shall be 364 days
commencing October 17th 2005 and terminating October 16th 2006,
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provided however, that the term of the Agreement shall thereafter be then
subject to the terms of the Option Agreement to Purchase Assets, the
Employment Agreements, the Asset Purchase Agreement and the Share Holders
Agreement which are made a part hereof if such Option to Purchase Assets
is exercised.
3. Supply of Products
------------------
(a) At Buyer's option, for all orders of Products submitted by Buyer
during the Stated Term of this Agreement, Supplier shall supply
Buyer's requirements of glove Products, in such types and such
amounts of glove Products as Buyer shall request.
(b) Supplier shall dedicate such equipment, materials and labor hours in
its plant facilities to the Buyer's requirements, so as to meet
Buyer's need and delivery dates for Products, and shall give Buyer
access to Supplier's production schedules and other production
information in order to coordinate delivery schedules of gloves and
other raw material purchases. Supplier shall only ship to Buyer full
or half containers, unless Buyer specifically directs Supplier to
ship less than full containers.
(c) Buyer shall pay Supplier an amount of $280,000 annually as
processing charges for the manufacturing of the Products and for
supervisory personnel services pursuant to paragraph 5 herein.
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This amount shall increase to 10% of any glove sales that exceed
$2,500,000 USD as invoiced by Buyer to Lakeland Industries, Inc. and
additionally all direct sales to International customers outside the USA.
At the termination of this Supply Agreement, Supplier and Buyer shall
agree on the total sales made during this 364 day term and add 10%
multiplied by all glove sales that exceed $2,500,000 USD and pay that sum
to Supplier at year end. This additional amount cannot exceed $150,000
USD.
(d) Buyer shall allow up to $25,000 USD for repairs of machinery located
in Plots 24 and 81 and may agree mutually with Seller for an
increase in this amount, if justified.
4. Price and Adjustments
---------------------
A. Products; Price and Price Adjustments
-------------------------------------
(1) The initial prices for Products are listed on Exhibit "A" annexed
hereto and made a part hereof (the "Base Prices") .
(2) The Base Prices shall remain in force and effect for all orders
submitted by the Buyer during the Stated Term of this Agreement,
unless changed by mutual agreement of the parties hereto, or as
hereinafter provided. Where, however, Supplier purchases any raw
materials or components directly, then in the event that there is a
change in Supplier's actual costs per unit for components bought by
Supplier directly and contained in Buyers Products
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then, upon Supplier's verification of such changes in its actual
costs, the Base Prices shall be adjusted forthwith to reflect such
increases or decreases as the case may be at that time. In such
case, Supplier has supplied to Buyer current costs on such component
items to be supplied by Supplier as Exhibit C attached hereto and
made a part hereof. Additionally, Buyer shall supply and pay the
number of direct factory workers working on Buyer's Products from an
Independent Worker Contracting Company that leases employees in the
Noida Special Economic Zone outside New Delhi, India. Supplier shall
bear all fire, flood, storm, theft, vandalism, credit, and all other
business risks until the Products are loaded in Buyer's container.
B. Favored Nations Pricing
-----------------------
Notwithstanding anything to the contrary, express or implied, contained in
Section 4A above, the parties hereto do hereby expressly covenant and
agree that the Buyer shall be entitled to receive throughout the Stated
Term of this Agreement the lowest Base Prices on similar terms and
conditions to which any other party has or is receiving, or may, from time
to time, receive, from Supplier for the Products. Additionally, Buyer
shall seek quotes from other independent assembly operations or
manufacturers of similar quality gloves using similar raw materials, and
if such operations quote lower prices than Supplier shall match those
lower quoted prices.
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5. Payment Terms.
--------------
Buyer will purchase all raw materials to manufacture only Buyer's gloves
and will issue such raw materials to Supplier for Production, and the cost
of these raw materials will be debited to Supplier. Buyer will pay the
electricity bills on Plots 24, 81, and 50 and debit this amount to
Supplier. Buyer will buy all heating oil and LP gas for Plots 24, 81, and
50 only and only for such oil and gas as used for manufacturing Buyer's
Products and debit Supplier that amount. All direct labor on the shop
floors of 24, 81, and 50 will be hired through an independent labor
contractor and Buyer will pay the contractor and debit Supplier. Supplier
will invoice Buyer for the gloves manufactured with the above inputs at
its cost of production the (Base Prices) as listed in Exhibit A, attached
hereto and made a part hereof, and transfer the Products to Buyer's
custody or control. No cash payments are to be made to Supplier or the
Buyer as these balances will be debited or credited to the appropriate
party, Buyer or Supplier, at the end of each month during the term of this
Agreement, and any remaining debit or credit balance at year end shall by
paid to Buyer or Supplier as appropriate. Buyer will upon the execution of
this agreement pay $150,000 to the Supplier and the remaining $130,000
shall be payable in 6 equal monthly amounts of $21,666 USD in months 7-12
of this Agreement. On month 12 a reconciliation will be made on sales over
$2.5 million pursuant to paragraph 3 (c) herein.
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6. Quality.
-------
Supplier acknowledges that Buyer is relying upon the skill and technical
knowledge of Supplier in the manufacture of the subject Products which
Buyer shall purchase from Supplier pursuant to this Agreement, and
Supplier represents, warrants and agrees that the subject Products will be
suitable for use for the purposes of Buyer's business. Supplier further
represents, warrants and agrees that all of the Products to be supplied by
Supplier to Buyer shall be made in accordance with Buyer's purchase
orders, delivery dates and generally established industry standards,
suitable for the acknowledged intended uses for such Products by Buyer and
its customers, and that all the Products sold to Buyer will be free from
any defects in material or workmanship. Supplier shall legally bear all
product liability responsibilities as the manufacturer and the Products
shall be warranted as merchantable, saleable, useable, and free from
defects. Nonetheless, Buyer out of necessity shall purchase product
liability insurance in the United States as recent judicial trends seem to
ignore the existence and legality of the corporate veil and limited
liability, and allow tort jurisdiction to attach to whoever has deep
pockets, no matter what the connection to the Tort. Buyer shall debit
Supplier for the cost of such insurance pursuant to Section 5. Supplier
will replace or allow Buyer full credit, including shipping and handling
expenses, for any defective Products sold to Buyer subject to a 1% defect
rate in favor of Supplier. Calculation of waste rates shall use what is
bought by Buyer in raw materials and other components as a
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unit of count and aggregated and calculated monthly for accounting
purposes as to what finished gloves are returned versus the raw materials
used as laid out in Exhibit B "Waste Factors and Raw Material
Utilization". All Products supplied by Supplier under this Agreement shall
conform in all respects to any specifications issued by Buyer or Supplier
or specifically agreed to in writing by Supplier and Buyer. Buyer shall
have the right to inspect the Products prior to and after boxing and
shipment to insure that Supplier is meeting specifications and quality
standards and counts as represented by Buyer in Exhibit B. Supplier also
represents that it is ISO 9001 certified and will make its best efforts to
get Buyer ISO 9001 or 9002 certified as soon as possible, and Buyer will
pay all out of pocket expenses of such certifications, and Supplier shall
also make its best efforts to obtain CE certification for Buyer for it
proprietary line of Indian gloves and designs, being sold in Europe, South
America, Asia, and Australia.
7. Risk of Loss
------------
The risk of loss shall pass from Supplier to Buyer when Supplier packs and
seals the container at plots 24, 81 or 50. Supplier shall arrange Buyers
transportation in concert with Buyer's logistics department in the USA,
and Buyer will pay all transportation, brokerage, insurance, tariffs,
quotas, and other miscellaneous transportation fees from Supplier's
premises to containers destinations in the USA and such charges for
non-USA shipments will be negotiated with the purchasing customer on
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a case by case basis, for example, FOB, CIF, C & F, DDP, with South
American or European customers.
8. Assignment: Binding Effect
--------------------------
This Agreement or any part thereof shall not be assigned by any party
hereto, either voluntarily or by operation of law, except with the written
consent of the other; provided, however, that either party shall have the
right and obligation, without the prior written consent of the other, to
assign its rights and obligations hereunder to any third party (including
an Affiliate), but only in connection with the sale and transfer of all or
substantially all of the assets or securities of a party hereto (whether
through stock sale, asset sale, merger, consolidation or like combination)
to a third party. Notwithstanding the foregoing, any third party
transferee to this Agreement shall execute a counterpart hereof, pursuant
to which such third party shall agree to perform all of the terms and
conditions hereof.
9. Right of Buyer to Manufacture or Purchase from Alternate Sources
----------------------------------------------------------------
Notwithstanding anything to the contrary, express or implied, contained in
this Agreement, the Buyer already does and Buyer shall, during the term of
this Agreement, have the right to purchase or otherwise acquire the
Products from sources other than Supplier.
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10. Creation of further lien or charge.
The assets, immovable and movables, of the Supplier as detailed in Exhibit
D are mortgaged and hypothecated to IDBI Bank having first charge and
consortium of Canara bank and Central Bank of India having second charge.
The Supplier undertakes that it shall not create any further right, title,
charge, interest or lien on any of the assets as detailed in Exhibit D to
this Agreement in favour of any person and shall not create any further
liability in respect thereto during the currency of this Agreement and
after the Buyer has exercised its option to purchase the assets untill the
time actual purchase of assets has taken place in favour of the Buyer.
11. Obligations of Promoters and Supplier.
(i) During the currency and subsistence of the Supply Agreement, the
Promoters agree that they will not in any way, directly or
indirectly, manage, operate, control, accept employment or a
consulting position with or otherwise advise or assist or be
actively connected with, directly or indirectly, any enterprise
which engages in, or otherwise carries on, any business activity in
competition with the Buyer or the business to be optionally acquired
by the Buyer, if their activity or service to such enterprise could
have an adverse effect on the Buyer or the optionally Acquired
Business in any geographic region in the world. The Promoters agree
that during the currency of this Agreement, the Promoters will not
take any action which might divert from the Buyer or its holding
company, or their respective
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successors or assigns, any opportunity which would be within the
scope of any of their respective present or future operations or
business.
(ii) The Promoters agree not to disclose at any time to other than the
Buyer or any of its affiliates or use, except in each case in
pursuit of the business of the Buyer or its affiliates, any
proprietary information of the Buyer or of any of its affiliates
whether they have such information within their memory or it is
embodied in writing or other physical form. For purposes of this
agreement, the phrase "proprietary information" means all
information, such as, without limiting the generality of the
foregoing, customer accounts, sales, development or financing
procedures or methods of the Buyer or any of its affiliates or
related entities to specific business matters such as, without
limiting the generality of the foregoing, the identity of suppliers,
customers, contractors or lenders or accounting procedures of the
Buyer or its affiliates.
(iii) It is agreed that any and all improvements, inventions, discoveries,
formulae, processes or methods relating to which the Promoters may
conceive or make during the currency of this Agreement for the Buyer
shall be the sole and exclusive property of the Buyer. The Promoters
will, whenever requested to do so by the Buyer and at the Buyer's
expense, execute and sign any and all applications, 'assignments or
other instruments and do all other things which it reasonably may
deem necessary or appropriate in order to apply for, obtain,
maintain, enforce and defend letters patent of the United States or
of any foreign country for such of the improvements, inventions,
discoveries, formulae, processes or methods as shall be the sole and
exclusive property of the Buyer or as the Buyer shall have elected
to acquire as
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provided for above, or in order to assign and convey otherwise make
available to the Buyer or any affiliate, as the case may be, the
sole and exclusive right, title and interest in and to said
improvements, inventions, discoveries, formulae, processes or
methods.
(iv) The Promoters agree not to remove from the premises of the Buyer or
any of its affiliates, except in pursuit of the business thereof,
any document or object containing or reflecting any proprietary
information of the Buyer or any of its affiliates, and the Promoters
recognize that all such documents and objects, whether developed by
them or by someone else for the Buyer or any of its affiliates, are
the respective exclusive property of the Buyer or of such of its
affiliates, as the case may be.
(v) The Promoters shall arrange and cause Supplier to arrange for
purchase of all raw materials to make Buyer's glove orders at the
best prices possible worldwide, putting in PO(s) for such purchases
under Buyer's name, informing Buyer of the purchases by fax or
e-mail, (both Purchase Orders and Invoices) helping and cooperating
completely with Buyer's employees, legal and accounting consultants
in India and Parent's employees and consultants wherever located in
the world.
(vi) The Promoters shall provide and cause RFB International, a
partnership firm of the Promoters to provide suitable operating
space at Xxxx 00 for Buyer's raw materials, employees, documents,
office equipment and any other requirements of Buyer to make Buyer
profitable as a stand alone Indian Corporation. Buyer shall pay to
the said RFB International $1000 USD (or equivalent thereto in INR)
monthly for this space and Buyer shall have the
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option to purchase the building on Xxxx 00 for $100,000 USD (or
equivalent thereto in INR) upon Buyers exercise of the Option Asset
Purchase Agreement with all equipment and leasehold improvements
therein. Buyer shall pay for all its own necessary improvements to
the space at Xxxx 00.
(xxx) The Promoters shall arrange and cause Supplier to arrange for the
efficient hiring of experienced outside factory laborers to make
Buyer's gloves, and same shall be at the best cost possible. Buyer
shall pay the cost of these Contract laborers upon presentment of
proper, valid, and correct invoices on normal industry terms.
(viii) The Promoters shall make available and cause the Supplier to make
available all Plots 24, 50 and 81's facilities and equipment for the
manufacture of Buyer's gloves using their legal authority and their
combined super majority voting control of Supplier (76% ownership),
in accordance with Indian Corporate Law and their 100% ownership of
Xxxx 00.
(ix) The Promoters along with the Supplier shall jointly and severally
hold Buyer harmless and indemnify Buyer against any and all legal
actions commenced against Buyer by any of minority shareholders of
Supplier. The Promoters and Supplier shall pay all Buyer's Court
costs, legal fees, travel fees and any other expenses related to any
legal actions commenced by any or all of minority shareholders of
Supplier, and Buyer shall have the option to withhold any agreed
payments on any Agreements between Buyer and Supplier or to the
Promoters should either of the Promoter or Supplier jointly or
severally fail to uphold this indemnification clause.
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(x) The Promoters shall make their best efforts and devote an
appropriate portion of their time to effect sales of Buyer's line of
gloves and shall be provided up to a $25,000 expense account
annually to do so. Reimbursement for such travel and other direct
sales expenses will be reimbursed by Buyer in accordance with
policies of holding company of the Buyer for out of pocket expenses,
which the Promoters may reasonably incur in the performance of sales
and marketing duties hereunder and which are properly and honestly
substantiated.
(xi) The Promoters shall cause Supplier and Supplier's employees to
faithfully fulfill the terms of this Supply Agreement and any other
side agreements past or future or modification of any such
Agreements between Promoters, Supplier, their affiliates, and Buyer
or any other entities under the control or ownership and Buyer.
(xii) In the event, the Promoters or Supplier make use of the Plots 24 or
81 to make surgical gloves or use Buyer's contract labor or other
assets such as water cleaning equipment, the Promoters shall
immediately inform Xxxxxxxxxxx X. Xxxx of same prior to such action
so that he is aware of same, and if necessary come to an agreement
on how the monthly debit or credit balances will be adjusted. For
example, if the Promoters or Supplier utilize Buyer's contract
labor, the Promoters or Supplier as the case may be will pay that
portion of their cost that relates to any work done for Supplier or
for Promoters personally.
(xiii) The Promoters shall conform to the highest standards of ethics and
honesty when apportioning expenses between Supplier on any and all
raw materials, waste factors, count factors, quality control
16
and defects, expenses for electricity, diesel oil, LP Gas, packaging
materials, component or other purchases, and the Promoters represent
and covenant that Exhibits A and B to the Supply Agreement and
exhibits to all other agreements between the Promoters, Supplier and
Buyer are correct as to their meaning and intent and not understated
or overstated to Buyer's financial or other detriment. Any breach of
this paragraph shall be considered a material breach of this
Agreement and the Option Agreement.
(xiv) In consideration of their obligations as contained in clauses (i)
and (ii) above, the Supplier shall be paid a sum of $200,000 USD
which shall be payable using a standby letter of credit or other
appropriate L/C payable in 12 equal monthly installments.
11. Any paragraph, sentence, phrase or other provision of this Agreement which
is in conflict with any applicable statute, rule or other law shall be
deemed, if possible, to be modified or altered to conform thereto or, if
not possible, to be omitted here from. The invalidity of any portion
hereof shall not affect the force and effect of the remaining valid
portions hereof.
12. This Agreement is governed by and is to be construed in accordance with
the laws of India. This Agreement constitutes the entire understanding
between the Parties hereto with respect to the subject matter contained
herein and this Agreement is to be read in conjunction with other
Agreements made between the Parties or any other entity, legal or
otherwise which is controlled by Buyer or its holding company, and
modifications can be made only in writing signed by both parties. This
Agreement shall be binding upon, and shall inure to the benefit of the
Parties.
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13. The Buyer may terminate this Agreement at any time during the term hereof
upon ten (10) days' written notice for (i) a material breach of any of the
obligations of Supplier and Promoters hereunder, or (ii) "just cause", as
herein defined or (iii) illness or mental incapacity of the Promoters to
the extent that it prevents them from performing their obligations and
duties and services hereunder for any period of 90 consecutive days. The
term "just cause" shall mean death, willful misconduct, dishonesty, fraud,
forgery, or conviction of a crime specifically as it relates to any and
all transactions financial or otherwise between or among Promoters
personally and Supplier and the Buyer. Upon termination of this Agreement
for any reason, the Buyer shall be obligated to pay only such portion of
the processing charges or other payment earned prior to the time of such
termination occurs.
14. Notices
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Any notices required to be given under this Agreement or by law shall be
in writing and shall be deemed given when personally delivered or when
presented for delivery by the postal carrier, postage prepaid, by
registered or certified mail, return receipt requested or by UPS, DHL
Express or Federal Express International Mail:
IF TO SUPPLIER:
RFB Latex Limited
Through
Xxxxx Xxxxx and X.X. Xxxxx
X00 Xxx Xxxxxxx Xxxxxx
Xxx Xxxxx-00000, Xxxxx
IF TO BUYER
Lakeland Industries, Inc.
through Xxxxxxxxxxx X. Xxxx and Xxxx Xxxxxxxx
000-0 Xxxxxxx Xxx.
Xxxxxxxxxx, XX 00000
And a second notice to
Xxxxxx Xxxxx or Xxxx Xxxxxx
00
Xxxxxxxx Xxxxx
000 Xxxxx Xxxx XX
XX Xxx 0000
Xxxxxxx, XX 00000
IF TO PROMOTERS
Xxxxx Xxxxx and X.X.Xxxxx
X-00, Xxx Xxxxxxx Xxxxxx,
Xxx Xxxxx - 110 065, India
15. Modification
------------
No variation or modification hereof shall be binding on either party
unless set forth in writing signed by duly authorized representatives of
each party hereto or his designate.
16. Confidentiality and Non-Compete
-------------------------------
Buyer, Supplier and their officers, employees, representatives and agents
agree during the term of this Agreement, and thereafter, to hold in
strictest confidence and not disclose directly or indirectly, to any
person, firm or corporation, without the express written prior
authorization of Buyer or Supplier, as the case may be, any trade secrets
or any confidential business information that may result from the ongoing
relationship established by virtue of this Supply Agreement, nor shall
either party use such information to their own economic benefit such as
but not limited to; the utilization of either party's customers lists,
patterns, fabrics or combinations thereof, financial information,
discounts, price lists, product costing or other sensitive information
developed by either party for its own business during or after the term of
this Supply Agreement.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement this
17th day of October 2005.
FB LAKELAND INDUSTRIES PRIVATE LIMITED
(an India Corporation)
By:_______________________________
Xxxxxxxxxxx X. Xxxx
RFB LATEX LIMITED
(an India Corporation)
By:_______________________________
X.X. Xxxxx
By:_______________________________
K.S. Xxxxx
Promoters
_______________________________
X.X.Xxxxx
_______________________________
K.S.Xxxxx
2
EXHIBIT A
Base Prices at RFB Latex's Cost
-------------------------------
----------------------------------------------------------------------------------------------------------------------------------
FOB Delhi
Cost of
Production per
Glove Name Glove Description Dozen pair Per 144 Pairs
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# 1 TECHO Heavy Duty Nitrile Dipped Gloves with Fleecy Jersey Liner 4.80 57.60
----------------------------------------------------------------------------------------------------------------------------------
# 2 PROTECTO Extra Duty Nitrile Coating on Fleecy Jersey Interlock Liner
----------------------------------------------------------------------------------------------------------------------------------
# 3 XXXXXX Blue Medium Duty Nitrile Coating on Interlock Liner
----------------------------------------------------------------------------------------------------------------------------------
# 4 LITE Light Duty Nitrile Dipped Gloves with Interlock Liner
----------------------------------------------------------------------------------------------------------------------------------
# 5 COMFORTO GREEN Chemical Resistant Complex Design 3.05 36.60
----------------------------------------------------------------------------------------------------------------------------------
# 6 COMFORTO BLUE Chemical Resistant Complex Design 3.05 36.60
----------------------------------------------------------------------------------------------------------------------------------
# 7 COMFORTO WHITE Chemical Resistant Complex Design 3.05 36.60
----------------------------------------------------------------------------------------------------------------------------------
LATEX FLOCKLINED
# 8 YELLOW Chemical Resistant Complex Design 4.32 51.84
----------------------------------------------------------------------------------------------------------------------------------
LATEX FLOCKLINED
# 9 BLUE/YELLOW Chemical Resistant Complex Design 2.69 32.25
----------------------------------------------------------------------------------------------------------------------------------
LATEX FLOCKLINED
# 10 BLUE Chemical Resistant Complex Design
----------------------------------------------------------------------------------------------------------------------------------
# 11 NEOPRENE BLACK Chemical Resistant Complex Design
----------------------------------------------------------------------------------------------------------------------------------
NEOPRENE LATEX
FLOCKLINED
# 12 BI-COLOUR Chemical Resistant Complex Design 3.00 36.00
----------------------------------------------------------------------------------------------------------------------------------
HEAVYWEIGHT LATEX
# 13 FLOCKLINED ORANGE Chemical Resistant Complex Design
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
FOB Delhi
Cost of
Production per
Glove Name Glove Description Dozen pair Per 144 Pairs
----------------------------------------------------------------------------------------------------------------------------------
# 14 LATEX PEARL
LINED
GREEN Chemical Resistant Complex Design
----------------------------------------------------------------------------------------------------------------------------------
# 15 CANNERS BLUE Chemical Resistant Complex Design 2.00 24.00
----------------------------------------------------------------------------------------------------------------------------------
# 16 CANNERS NATURAL Chemical Resistant Complex Design 1.92 23.04
----------------------------------------------------------------------------------------------------------------------------------
LATEX DISPOSABLE
# 17 POWDERED General Purpose Intermediate Design
----------------------------------------------------------------------------------------------------------------------------------
LATEX DISPOSABLE
# 18 POWDERFREE General Purpose Intermediate Design
----------------------------------------------------------------------------------------------------------------------------------
# 19 NITRILE DISPOSABLE General Purpose Intermediate Design
----------------------------------------------------------------------------------------------------------------------------------
# 20 HOUSEHOLD GLOVE General Purpose
----------------------------------------------------------------------------------------------------------------------------------
# 21 NITRILE FLOCKLINED 18 Mil Thick 3.60
----------------------------------------------------------------------------------------------------------------------------------
# 22 NITRILE GREEN Unlined 3.12
----------------------------------------------------------------------------------------------------------------------------------
GAUNTLET
BI-COLOUR
DARK/LIGHT
# 23 BLUE 9.00
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NITRILE KNIT WRIST
# 24 FULLY COATED BLUE 5.04
----------------------------------------------------------------------------------------------------------------------------------
XXXXXXX 00 " XXXXXXXX
# 00 BLUE 7.20
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# 26 LATEX SUPPORTED GLOVES Latex Dipped Kevlar 25.08
----------------------------------------------------------------------------------------------------------------------------------
NITRILE SUPPORTED
# 27 GLOVES Nitrile Dipped Nylon, Knitted Liner 4.08
----------------------------------------------------------------------------------------------------------------------------------
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EXHIBIT B
Raw Material Utilization
------------------------
By Style Table
--------------
24
EXHIBIT C
Services or Components
----------------------
Supplier will Supply Directly
-----------------------------
To Buyer
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25
EXHIBIT D
---------
List of Assets of Supplier
Movables and immovables
