Sale
Agreement 2010

    


    Exhibit
10.22

    


    “Pages
where confidential treatment has been requested are marked “Confidential
Treatment Requested”. The redacted material has been separately filed with the
Commission, and the appropriate section has been marked at the appropriate place
and in the margin with a star (*).”

    


    “Confidential
Treatment Requested”

    


    SALES
AGREEMENT

    


    THIS SALES AGREEMENT entered
into as of May 17, 2010, by and between E. I. du Pont de Nemours and Company
through its DuPont Protection Technologies, a corporation with its principal
place of business at 1007 Market Street, Wilmington, DE 19898 ("DuPont" or
“Seller”), and Lakeland Industries, Inc., a Delaware corporation with its
principal place of business at 701 Koehler Avenue, Suite 7, Ronkonkoma, NY
11779-7410 (“Buyer") (collectively, the “Parties”, and each a
“Party”),

    


    WHEREAS, Buyer wishes to
purchase from Seller Tyvek® roll goods as defined in Schedule A
(hereinafter "Product") under the terms of this Agreement for use solely in
protective apparel applications as described in Schedule A
(hereinafter “Applications”); and

    


    WHEREAS, Seller has an
interest in supplying Product to Buyer under the terms of this
Agreement;

    


    NOW, THEREFORE, in
consideration of the mutual covenants set forth herein, the Parties agree as
follows:

    


    1.
 RELATIONSHIP OF THE PARTIES

    


    1.01  This Agreement shall not
be construed as constituting Seller and Buyer as principal and agent, partners,
joint venturers, or creating any other form of legal association which would
impose liability upon one Party for the act or failure to act of the other, its
agents or employees, except as expressly set forth in this Agreement.  Seller
and Buyer shall conduct their business in their own names and shall be solely
responsible for the acts and conduct of their employees and agents, except as
expressly set forth in this Agreement.

    


    1.02  Buyer is an experienced
manufacturer of products using Products in Applications.  Buyer has a staff
properly trained in the use of Product in Applications, and Buyer will comply
with all applicable laws and regulations concerning Product that are applicable
to it.  Buyer has in its employ, or has retained agents and consultants, who are
experienced, sophisticated and knowledgeable in the properties and processing
techniques of Product and its performance and suitability for use in
Applications.

    


    1.03  Buyer agrees to bear
responsibility for, and will perform or have performed, all tests which Buyer
determines are necessary to provide reasonable assurance of the quality and
safety of products that Buyer manufactures using Product in Applications.  Buyer
will provide its customers with the appropriate warnings which Buyer determines
are necessary for the safe use of Buyer products containing
Product.

    


    1.04  Buyer acknowledges that
it has received, and is familiar with, Seller’s  current labeling and
literature, including warnings, concerning Product and will forward such
information, and such other labeling and material as is supplied to Buyer by
Seller from time to time to Buyer’s employees and customers who handle, process
or otherwise come into contact with such Product for Applications.

    


    2.
 SUPPLY OF PRODUCT AND PRICING

    


    2.01  (a) During the Term (as
defined below), Seller shall sell to Buyer and Buyer shall purchase from Seller,
Product solely for use in Applications.   Such Product shall meet the product
specifications set forth in Schedule A, attached
hereto and by reference made a part hereof.


    
      
        
        

         


      

      
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    Sale
Agreement 2010

    


    2.02 Each month during the
term of this Agreement, Buyer shall provide DuPont with Buyer's written forecast
of its requirements for Product for Applications from DuPont during each month
of the upcoming three (3) calendar quarters.  Such forecasts are for planning
purposes only and shall not constitute a commitment to purchase.  At least ten
(10) days prior to the beginning of each month, Buyer shall notify DuPont in
writing of the exact quantity of Product to be delivered to Buyer during such
month.  Buyer will be obligated to pay for all Product ordered. DuPont upon
receipt of the order will ship to Buyer.  Such forecasts and orders shall
specify the quantity of each style of Product sold hereunder.  Once shipments
leave DuPont, ownership transfers to Buyer.  In the event of loss or damage of
Product during or after shipment, Buyer is expected to pay the DuPont invoice on
time.

    


    2.03  Product will be shipped
in “less than Truckload” shipments.  Product will shipped FOB Seller’s Spruance
plant in Richmond, VA.  Minimum order for prepaid
freight is $2500.  Minimum order with
freight is at $500. 

    


    2.04  No Product shall be
returned to Seller without Seller’s prior written consent including Product
Buyer returns for not meeting specifications.  For such Product, Buyer must
comply with Seller return authorization process.  Provided Buyer complies with
Seller’s required process, Seller agrees that it will not unreasonably withhold
its consent to return.

    


    2.05 Buyer will pay the prices
set forth in Schedule A.  Payment
is due thirty (30) days from the date of Sellers’ invoice.  Prices are subject
to change upon thirty (30) days advance written notice from Seller. Such price
shall be paid for all Product shipped hereunder on and after the date it becomes
effective, unless subsequently again revised by Seller as provided herein.
Seller as part of price adjustment notifications will address impact of pricing
changes on ordering and shipments.  Seller may impose a late payment service
charge at a lawful rate on invoices not paid when due.

    


    2.06 Buyer shall provide
information on a quarterly basis to Seller on Applications for Products.  The
information will identify key specialty
styles of
Applications and the styles and quantity of Products consumed for each
Application.

DuPont reserves the right to audit or have a third party verification of
the Applications using Products for the purpose of ascertaining compliance with
the terms of this Agreement.

    


    2.07 Buyer agrees that Buyer will
not use the Seller name or any Seller trademarks in any way in association with
Buyer’s products made from Product except in a listing of ingredients unless
otherwise agreed in writing in advance by Seller.  The Seller trademarks used on
the Products are and shall be the exclusive property of DuPont.  Buyer shall not
register, or use, any DuPont trademark or trade name without prior written
approval of DuPont.  DuPont does not authorize Buyer to use Seller’s name,
trademarks or trade names in connection with Buyer' sales, marketing and other
business activities for Products except as approved by Seller in writing prior
to any requested use.  It is understood that business activities for Products,
including customer marketing and sales, are the responsibility of Buyer.  Buyer
shall not register or use any trademark containing the name, or similarities of
the name of Seller, its affiliates or subsidiaries, nor any of Seller’s
trademarks, for the Products sold hereunder or articles made
therefrom.

    


    3.
 TERMS AND CONDITIONS OF SALE

    


    3.01     Seller’s
then-current standard Conditions of Sale set forth on the reverse side of Seller
invoices shall apply to this Agreement and to all purchases under this
Agreement.  A copy of the Seller’s current Conditions of Sale is attached hereto
as Schedule B.
Conditions of Sale are subject to change upon thirty (30) days advance written
notice from Seller.

    


    3.02  In the event of a
conflict between the terms and conditions of this Agreement and Seller’s
Conditions of Sale, the terms and conditions of this Agreement shall
prevail.

    


    3.03  These Conditions of Sale
supersede any conditions found on and purchase orders that may otherwise be used
by Buyer and any such purchase order conditions shall be of no
effect.

    


    4.
 TERM

    


    4.01 From February 1, 2010 to
December 31, 2010, continuing in effect from calendar year to calendar year
thereafter.  After December 31, 2010, this Agreement may be terminated by either
party on at least thirty (30) days prior written notice to the other
party.


    
      
         


      

      
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    Sale
Agreement 2010

    


    4.02 Notwithstanding Article
4.01 herein:

    (a)           In
the event that either Party shall default in the performance of any obligation
specified herein, the non-defaulting Party shall notify the defaulting  Party in
writing and, if such default is not remedied within thirty (30) days from date
of such notice, or if the defaulting Party is diligently attempting to cure such
default but is unable to cure such default within thirty (30) days from the date
of such notice, then the non-defaulting Party shall have the right to terminate
this Agreement immediately.  If, in the non-defaulting Party’s sole opinion,
such default may result in substantial property damage, injury, accident or
death, the non-defaulting Party may, at any time, immediately suspend this
Agreement without penalty or damages.

    


    (b)           Either
Party may, at its sole option, terminate this Agreement upon prior written
notice to the other Party should any of the following occur:

    i)     if
a voluntary petition in bankruptcy is filed by a Party or if a Party is adjudged
a bankrupt; or

    ii)    if
a Party is insolvent or unable to make payments to creditors when due or takes
advantage of any insolvency act or debtor’s relief act;

    iii)   if
a Party makes an assignment for the benefit of its creditors; or

    iv)   if
a Party takes any actions for its liquidation, winding up or
dissolution.

    


    (c)           Termination
under this Article or under any other Article of this Agreement shall not
relieve or release either Party from any rights, liabilities or obligations
which it has accrued prior to the date of such termination. Notwithstanding the
foregoing, neither Party shall be liable to the other for any loss, expense,
liability, termination compensation or payments of any kind arising solely from
the exercise of its right to terminate hereunder in accordance with the terms of
this agreement.  Buyer shall return promptly to Seller all technical manuals,
signs and other materials or property of Seller that may have been furnished to
Buyer by Seller or any of its subsidiaries, together with all copies or
reproductions or parts thereof.

    


    5.
 GENERAL

    


    5.01 Notices required
hereunder shall be sent by certified mail, return receipt requested, or by
facsimile confirmed by regular mail, or by overnight courier service, to the
Party to be notified at its following address or at such other address as shall
have been specified in written notice from the parry to be
notified.

    


    If to
Seller, notices shall be addressed to:

    E. I. du
Pont de Nemours and Company

    5401
Jefferson Davis Hwy

    Richmond,
VA 23234

    Attn:
Norfleet N. Smith, Jr.

    Facsimile
No: 804-383-2794

    


    If to
Buyer, notices shall be addressed to:

    Lakeland
Industries, Inc.

    701
Koehler Avenue, Suite 7

    Ronkonkoma,
NY  11779-7410

    Attn:
Christopher J. Ryan and Gary Pokrassa

    Facsimile
No: 631-981-7851

    


    Each
notice sent in accordance with this section shall be deemed to have been
received:

    (a)           on
the third business day after it was mailed by certified mail, return receipt
requested (excluding any business day which there existed any general
interruption of postal services due to strike, lockout or other cause);
or

    (b)           on
the same day it was sent by facsimile transmission, or on the first business day
thereafter if the day on which it was sent by facsimile transmission was not a
business day.

    (c)           one
business day after sending by overnight courier service

    “Business
day” shall be a business day in the jurisdiction of the recipient.

    


    5.02 It is understood that U.
S. Government export regulations restrict (unless the U. S. Government provides
written authorization) the export of DuPont's technical information covered by
this Agreement as well as Products made using the information.  Accordingly, the
Parties shall not directly or indirectly re-export such technical information,
or Products made using such information, to countries deemed by the U.S.
Government to be subject to restrictions.  The obligations of this paragraph
shall continue beyond the term of this Agreement.


    
      
         


      

      
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    Sale
Agreement 2010

    


    5.03 Nothing in this Agreement
shall be construed to grant Buyer any rights or license to any Seller patent,
patent rights, trademark, trade name, certification mark or product except as
specifically provided in this Agreement.

    


    5.04 If any government action
or request should place or continue limitations on the price for Product such
that it would be illegal or against public or government policy for DuPont to
charge, assess or receive the full amount of or to increase the price, then
DuPont shall have the option (1) to continue to perform under the Agreement
subject to such adjustments in prices that Seller may deem necessary to comply
with such government action, (2) to revise the Agreement, subject to Buyer's
approval in order to most nearly accomplish the original intent of the
Agreement, or (3) to terminate performance of the affected portions of the
Agreement without liability for any damages.

    


    5.05 (a)
                In
the event of litigation, the Parties agree that the Courts of the State of
Delaware (including any federal courts whose jurisdiction encompasses the State
of Delaware) shall be the sole and exclusive venue of any claim or action of any
kind (whether in contract, warranty, tort, strict liability, by statute, or
otherwise) to be commenced by either Party against the other.  Both
Parties hereby consent to personal jurisdiction in the Courts of Delaware for
purposes of any interpretation, enforcement or legal action concerning this
Agreement;

    (b)           This
Agreement shall be construed in accordance with the laws of the State of
Delaware without giving effect to choice of law or conflict principles of any
jurisdiction;

    (c)           The
United Nations Convention on Contracts for the International Sale of Goods shall
not apply to this Agreement; and

    (d)           In
the event either, or both, of the Parties to this Agreement are engaged in
litigation with a third party over the subject matter of this Agreement, the
Parties hereto agree to reasonably cooperate with each other in the defense of
such action and will seek, in good faith, the cooperation of any insurance
company that may have an interest in the litigation.

    


    5.06  The Parties’
legal obligations under this Agreement are to be determined from the precise and
literal language of this Agreement and not from the imposition of state laws
attempting to impose additional duties of good faith, fair dealing or fiduciary
obligations or any other similar obligation that were not the express basis of
the bargain at the time this Agreement was made.

    


    5.07  The Parties
are sophisticated businesses with counsel to review the terms of this Agreement
and the Parties represent that they have fully read this Agreement, and
understand and accept its terms.

    


    5.08  For
convenience of the parties hereto, this Agreement may be executed in one or more
counterparts, each of which shall be deemed an original for all
purposes

    


    5.09  This Agreement
(together with its Schedules and attachments) contains all of the terms and
conditions and the entire understanding between the Parties, and supersedes any
and all prior agreements between the Parties relating to the subject matter
hereof.  The Parties agree there are no representations, oral or
written, that are not merged herein and the Parties acknowledge they have not
executed or authorized the execution of this instrument in reliance upon any
agreement, understanding, condition, warranty or representation not contained
herein.  These terms and conditions supersede any of a previous date
on this topic, and no amendments, modifications thereof shall be binding on
Seller or Buyer unless separately contracted in writing and agreed to by a duly
authorized representative of the Parties, except as otherwise provided for
herein.  No amendments or modifications shall be effected by the
acknowledgment or acceptance of purchase order forms stipulating different
conditions.

    


    IN WITNESS WHEREOF, the
Parties have caused this Agreement to be executed by their duly authorized
representatives.

    


    
      
        
          
            
              
                
                  
                    
                      	
                              LAKELAND
      INDUSTRIES, INC.

                            	 
      	
                              E.
      I. DU PONT DE NEMOURS AND COMPANY

                            
	 
      	 
      	 
      
	
                              By:

                            	 
      	 
      	
                              By
      :

                            	 
      
	 
      	 
      	 
      
	
                              Title:

                            	 
      	 
      	
                              Title:

                            	 
      
	 
      	 
      	 
      
	
                              Date:

                            	 
      	 
      	
                              Date:

                            	 
      


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        Page 4 of
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    Sale Agreement 2010

     

    SCHEDULE
A

    


    PRODUCTS AND PRODUCT
SPECIFICATIONS AND PRICES

    


    PRICE
LIST - Tyvek® and Tychem®

    PROTECTIVE
APPAREL FABRICS FROM DUPONT

    


    Account:   Lakeland
Industries, Inc.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Roll
      goods prices per the effective date above and subject to change upon prior
      written notice.

                                      	 
      	
                                        DOMESTIC (N.A.) CONSUMPTION

                                        Licensee
      Price

                                      	 
      	
                                        DOMESTIC (N.A.) CONSUMPTION

                                        Non-Licensee
      Price

                                      
	 
      	 
      	
                                        PRICE

                                      	 
      	
                                        PRICE

                                      	 
      	
                                        PRICE

                                      	 
      	
                                        PRICE

                                      	 
      	
                                        PRICE

                                      	 
      	
                                        PRICE

                                      
	
                                        STYLE

                                      	 
      	
                                        $/yd2

                                      	 
      	
                                        $/Lin
      yd

                                      	 
      	
                                        $/Roll

                                      	 
      	
                                        $/yd2

                                      	 
      	
                                        $/Lin
      yd

                                      	 
      	
                                        $/Roll

                                      
	
                                        Tyvek®

                                      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                        1422A&R
      (28" & 39" O.D.)

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      
	
                                        1422A
      (21.5 O.D.) 17.125 inch wide

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      
	
                                        1422A
      (21.5" O.D.)

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      
	
                                        1422R
      (21.5" O.D.)

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      
	
                                        1622E

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      
	
                                        TYVEK
      FC (Width 59.75")

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      
	 
      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      
	
                                        Tychem®

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      
	
                                        QCY
      (Yellow) (Width 59.5")

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      
	
                                        QCG
      (Gray) (Width 59.5")

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      
	
                                        QCWH
      (White) (Width 59.5")

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      
	
                                        SL
      White (Width 59.5")

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      
	
                                        SL
      Gray (Width59.5")

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      
	
                                        F
      Gray (Width 60")

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      
	
                                        BR
      (Width 60")

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      
	
                                        LV
      (Width 60")

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      
	
                                        TK
      (Width 60")

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      
	 
      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      
	
                                        Tape

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      
	
                                        Tyvek®
      1400T

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      	 
      	
                                        *

                                      
	
                                        Tychem®
      Tape 09

                                      	
                                          

                                      	
                                        *

                                      	
                                          

                                      	
                                        *

                                      	
                                          

                                      	
                                        *

                                      	
                                          

                                      	
                                        *

                                      	
                                          

                                      	
                                        *

                                      	
                                          

                                      	
                                        *

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    *[Redacted]

     

    "Confidential
Treatment Requested"


    
      
         


      

      
        Page 5 of
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    Sale Agreement 2010


    SCHEDULE
B

    


    SELLER CONDITIONS OF
SALE

    


    E. I. du
Pont de Nemours and Company

     

    STANDARD
CONDITIONS OF SALE

     

    1. Seller
warrants only that (a) any products or services provided hereunder meet Seller's
standard specifications for the same or such other specifications as may have
been expressly agreed to herein; (b) the sale of any products or services
provided hereunder will not infringe the claims of any validly issued United
States patent covering such product or service itself, but does not warrant
against infringement by reason of (i) the use of any information provided, (ii)
the use of any product or service in combination with other products, services,
or information or In the operation of any process, or (iii) the compliance by
Seller with any specifications provided to Seller by Buyer; and (c) all products
provided hereunder were produced in compliance with the requirements of the Fair
Labor standards Act of 1938, as amended. WITH RESPECT TO ANY PRODUCTS. SERVICES,
OR INFORMATION PROVIDED TO BUYER, SELLER MAKES NO WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER EXPRESS OR IMPLIED WARRANTY.
Buyer assumes all risk and liability resulting from use of the products,
services, or Information delivered hereunder, whether used singly or in
combination with other products, services, or information.

     

    2. IN NO
EVENT WILL SELLER'S AGGREGATE LIABILITY TO BUYER FOR ALL DAMAGES ARISING FROM
ANY AND ALL CLAIMS RELATED TO THE BREACH OF THIS AGREEMENT, NONDELIVERY, OR THE
PROVISION OF ANY PRODUCT, SERVICE, OR INFORMATION COVERED BY THIS AGREEMENT.
REGARDLESS OF WHETHER THE FORM OF ACTION IS BASED ON CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, EXCEED THE TOTAL PRICE
PAID BY BUYER TO SELLER FOR THE PRODUCTS, SERVICES, OR INFORMATION IN RESPECT OF
WHICH DAMAGES ARE CLAIMED. NO CLAIM SHALL BE ALLOWED FOR PRODUCT THAT HAS BEEN
PROCESSED IN ANY MANNER. FAILURE TO GIVE NOTICE OF A CLAIM WITHIN NINETY (90)
DAYS FROM DATE OF DELIVERY, OR THE DATE FIXED FOR DELIVERY (IN CASE OF
NONDELIVERY) SHALL CONSTITUTE A WAIVER BY BUYER OF ALL CLAIMS IN RESPECT OF SUCH
PRODUCTS, SERVICES, OR INFORMATION. PRODUCTS SHALL NOT BE RETURNED TO SELLER
WITHOUT SELLER'S PRIOR WRITTEN PERMISSION. NO CHARGE OR EXPENSE INCIDENT TO ANY
CLAIMS WILL BE ALLOWED UNLESS APPROVED BY AN AUTHORIZED REPRESENTATIVE OF
SELLER. IN ADDITION, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH
PARTY HERETO WAIVES ANY CLAIM TO INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR
MULTIPLIED DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROVISION
OF ANY PRODUCT, SERVICE, OR INFORMATION. TO THE EXTENT PERMITTED BY APPLICABLE
LAW, THE PARTIES WAIVE AND AGREE NOT TO ASSERT NON-CONTRACTUAL CLAIMS ARISING
UNDER STATE LAW RELATING TO THIS AGREEMENT OR THE PROVISION OF ANY PRODUCT,
SERVICE, OR INFORMATION COVERED BY THIS AGREEMENT, AND THIS AGREEMENT SHALL BE
DEEMED TO INCLUDE SUCH LANGUAGE AS MAY BE REQUIRED TO EFFECT SUCH WAIVER. WAIVER
BY EITHER PARTY OF ANY DEFAULT BY THE OTHER HEREUNDER SHALL NOT BE DEEMED A
WAIVER BY SUCH PARTY OF ANY DEFAULT BY THE OTHER WHICH MAY THEREAFTER
OCCUR.

     

    3. No
liability shall result from delay in performance or nonperformance, directly or
indirectly caused by circumstances beyond the control of the party affected,
including, but not limited to, act of God, fire, explosion, flood, war, act of
or authorized by any Government, accident, labor trouble or shortage, pandemic,
inability to obtain material, equipment or transportation, failure to obtain or
hardship in obtaining reasonably priced supplies of materials, or failure of
usual transportation mode. Quantities so affected may be eliminated from the
agreement without liability, but the agreement shall remain otherwise
unaffected. Seller shall have no obligation to purchase supplies of the product
specified herein to enable it to perform this Agreement.

     

    4. If for
any reason including but not limited to Force Majeure Seller is unable to supply
the total demand for products specified herein, Seller may distribute its
available supply among any or all purchasers, as well as departments and
divisions of Seller, on such basis as it may deem fair and practical, without
liability for any failure of performance which may result
therefrom.

     

    5. Seller
may furnish such technical assistance and information as it has available with
respect to the use of the products or services covered by this agreement. Unless
otherwise agreed in writing, all such information will be provided gratis. Buyer
agrees to evaluate such information, to make an independent decision regarding
the suitability of such information, products and services for Buyer's
application, and only use such products, services and information pursuant to
then current good product stewardship principles and all regulatory requirements
applicable to Buyer's business.


    
      
         


      

      
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    E. I. du
Pont de Nemours and Company

     

    6. Buyer
acknowledges that it has received and is familiar with Seller's labeling and
literature concerning the products and its properties. Buyer will forward such
Information to its employees, contractors and customers who may distribute,
handle, process, sell or use such products, and advise such parties to
familiarize themselves with such information. Buyer agrees that products sold
hereunder will not knowingly be resold or given in sample form to persons using
or proposing to use the products for purposes contrary to recommendations given
by Seller or prohibited by law, but will be sold or given as samples only to
persons who can handle, use and dispose of the products safely. Unless agreed to
by Seller in a written agreement covering such use, in no event shall Buyer use
products or resell products for use in the manufacture of any implanted medical
device. Buyer agrees that export of any product, service or information provided
hereunder shall be in accordance with applicable Export Administration
Regulations.

     

    7. Except
as may be contained in a separate trademark license, the sale of product (even
if accompanied by documents using a trademark or trade name of Seller) does not
convey a license, express or implied, to use any trademark or trade name of
Seller, and Buyer shall not use any trademark or trade name of Seller in the
conduct of its business without Seller's prior written consent.

     

    8. The
Buyer shall reimburse the Seller for all taxes, (excluding Income taxes) excises
or other charges which the Seller may be required to pay to any Government
(National, State or Local) upon the sale, production or transportation of the
products, services, or information sold hereunder.

     

    9. In the
event Buyer falls to fulfill Seller's terms of payment, or in case Seller shall
have any doubt any time as to Buyer's financial responsibility, Seller may
decline to make further deliveries except upon receipt of cash or satisfactory
security.

     

    10. This
agreement is not assignable or transferable by Buyer, in whole or in part,
except with the prior written consent of Seller. Seller reserves the right to
sell, assign, or otherwise transfer its right to receive payment under this
agreement.

     

    11.
Dispute Resolution and Arbitration – Buyer and Seller agree to
arbitrate all disputes, claims or controversies whether based on contract, tort,
statute, or any other legal or equitable theory, arising out of or relating to
(a) this Agreement or the relationship which results from this Agreement, (b)
the breach, termination or validity of this Agreement, (c) the purchase or
supply of any product. service, or information provided by Seller, (d) events
leading up to the formation of Buyer's and Seller's relationship, and (e) any
issue related to the creation of this Agreement or its scope, including the
scope and validity of this paragraph. The parties shall before and as a
condition to proceeding to arbitration attempt in good faith to resolve any such
claim or controversy by mediation under the International Institute for Conflict
Prevention & Resolution ("CPR") Mediation Procedure then currently in
effect. Unless the parties agree otherwise, the mediator will be selected from
the CPR Panels of Distinguished Neutrals. Any such claim or controversy which
remains unresolved 60 days after the appointment of a mediator or 60 days after
good faith efforts by either party to proceed to mediation shall be finally
resolved by binding arbitration in accordance with the CPR Rules for
Non-Administered Arbitration then currently in effect by three independent
and impartial
arbitrators, none of whom shall be appointed by either party. This Agreement
shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, to the
exclusion of any state laws inconsistent therewith. Such arbitration shall be
conducted in a city to be chosen by the arbitrators which is not the principal
place of business of either party, and the arbitrators and the parties shall
conduct such arbitration in accordance with such procedures as may be necessary
to permit use of the then current CPR Arbitration Appeal Procedure. Any judgment
upon the award rendered by the arbitrator(s)
may be entered by any court having jurisdiction thereof. In the event that
either party wishes to appeal an award, the parties shall follow the then
current CPR Arbitration Appeal Procedure. Buyer and Seller agree not to file or
join any class action or class arbitration, seek or consent to class relief, or
seek or consent to the consolidation or joinder of its claims with those of any
third party. If any clause within this
Arbitration Provision (other than the agreement regarding the conduct of the
arbitration in the preceding sentence) is found to be illegal or unenforceable,
that clause will be severed from this Arbitration Provision, and the remainder
of the Arbitration Provision will be given full force and effect. If such
agreement regarding the conduct of the arbitration is found to be illegal or
unenforceable and if the arbitrators permit a class arbitration or consolidated
or joined matter to proceed, this entire Arbitration Provision will be
unenforceable, and the dispute may be decided by a court. The obligations set
forth in this paragraph shall survive the termination or expiration of this
Agreement


    
      
         


      

      
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    E. I. du
Pont de Nemours and Company

     

    12. This
Agreement shall be construed and governed by Delaware law, without regard to any
applicable conflicts of law provisions, and the terms of the UCC,
rather than the United Nations Convention on Contracts for the International
Sale of Goods, shall apply.

     

    13.
Except as otherwise expressly provided in any other term or condition of this
Agreement, title, liability for and risk of loss to Product sold hereunder
passes to Buyer upon loading for shipment at Seller's producing
location.

     

    14.
Except as expressly provided in any other term or condition of this Agreement,
any provision hereof which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective only to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof or affecting the validity or enforceability of such provision in any
other jurisdiction.

     

    15. This
Agreement supersedes all prior agreements, representations and understandings
between the parties (whether written or oral) with respect to its subject matter
and constitutes (along with the exhibits and schedules attached hereto) a
complete and exclusive statement of the terms of the agreement between the
parties with respect to the provision of products or services hereunder. Not by
way of limitation of the unqualified nature of the foregoing, Buyer
acknowledges, agrees and represents that it is not relying upon, and it has not
been induced by, any representation, warranty, statement made by, or other
information provided by Seller in connection with its decision to purchase or
use any product, service, information or technology, other than the
representations and warranties Seller as and only to the extent expressly
provided in this Agreement. No modification of this Agreement shall be binding
upon Seller unless separately contracted in writing and executed by a duly
authorized representative of Seller. No modification shall be effected by the
acknowledgment or acceptance of purchase order forms stipulating different
conditions.

     

    Ver.2/1/07

     

    
      
         


      

      
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