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Title: |
Supply Agreement |
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Entities: |
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Date: |
2005 |
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Size: |
Preview shows 6KB of 45KB total |
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Price: |
$37 |
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ID: |
#882611 |
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SUPPLY AGREEMENT
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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 A-33, New Friends Colony, New Delhi - 110 065, India;
And
RFB LATEX LIMITED, an Indian corporation having offices at Surya Plaza K-185
Sarai Julena, New Delhi, India ("Supplier")
And
P.S. Ratra son of Late Sh. G. S. Ratra resident of A-33, New Friends Colony, New
Delhi - 110 065 ( Promoter No. 1)
And
<PAGE>
2
Kamal Ratra son of Late Sh. G. S. Ratra resident of A-33, New Friends Colony,
New Delhi - 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
<PAGE>
3
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,
<PAGE>
4
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
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(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
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