Supply Agreement Between AFC Worldwide and Unipath Limited for Polyester Fibre Wicks

Exhibit 10.1

AN AGREEMENT made the 19^th day of December, 1994 BETWEEN AFC WORLDWIDE whose principle office is at P.O. BOX ###-###-#### JEFFERSON DAVIS HIGHWAY RICHMOND VIRGINIA  23234 - 0668 (USA) (hereinafter called “AF”) of the one part and UNIPATH LIMITED whose principle office is at Unit 5, Viking Industrial Estate, Norse Road, Bedford, MK41 OQG, England (hereinafter called “UP”) of the other part.

WHEREAS

A.                                  AF is skilled and experienced in the manufacture of POLYESTER FIBRE WICKS suitable for use in the production of kits for the testing of certain analytes.

B.                                    UP is skilled and experienced in the production of such kits.

C.                                    UP wishes to purchase its requirements of a specific quality of POLYESTER FIBRE WICK from AF and AF is willing to sell the same to UP on the terms and conditions herein set out.

WHEREBY IT IS AGREED AS FOLLOWS:

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7.             PRICE

                                               The price payable for the Product ordered by UP from AF for delivery during any month up to and including December 1994 shall be US $21.66 per thousand CIF Bedford.  UP to be responsible for duty and VAT as applicable.

                                               Prices for Products may be varied with effect from 1 January 1995 and on each anniversary thereafter by a percentage equal to the percentage by which the Retail Price Index of the United Kingdom has increased over the preceding 12 month period.

8.             PAYMENT

                                               UP shall pay directly to AF by wire transfer in US dollars for all product purchased pursuant to this agreement within 30 days from the end for the month in which the product is delivered.

9.             DURATION

                                               This Agreement will be valid from the date first above written and shall remain in force for a period of 2 years and may be extended for a further 1 year period by UP upon giving to AF not less than 6 months notice prior to the expiry of the second anniversary of the date hereof.  In the event that UP does not give such notice to extend this Agreement either party shall be free to terminate this Agreement with effect from or after the second anniversary of the date hereof on giving to the other at least 3 months prior written notice.

                                               In addition a party may terminate this Agreement with immediate effect in the event that the other, (a) commits a material breach of contract which is not remedied within 28 days of written notice so requiring or, (b) becomes insolvent.

10.           FORCE MAJEURE

10.2                           In the event of a force majeure event arising as outlined in article 10.1 above the effect of which is to reduce AF’s capacity to meet all of its obligations under this Agreement, AF shall apply such of its remaining resources to the satisfaction of

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11.           AMMENDMENTS

                                               No ammendment to or alteration of this Agreement or the Schedules hereto shall be effective unless made in writing and agreed and signed on behalf of each of the parties hereto.

12.           LAW

                                               This Agreement shall be governed by and construed in all respects in accordance with the laws of England and the parties hereto irrevocably submit themselves to the jurisdiction of the English courts.

AS WITNESS the hands of duly authorised signatories for and on behalf of the parties hereto the day and year first above written.

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UNIPATH LTD. BEDFORD

TECHNICAL SPECIFICATION FOR AFC WORLDWIDE

ONE STEP WICKS COMPONENT CODE:  C32354A

Date Effective from:             8^th July 1994

1.0          INTRODUCTION

1.1           This specification details the material specification together with the inspection criteria to which Unipath Limited will subject each batch of the above product on receipt.

1.2           A batch of product for the purpose of this specification will be defined as one delivery.

1.3           An AFC wick is intended to be assembled with other components to form a test device.

1.4           The instructions for use of the test device require the wick to saturate within 20 seconds when immersed in the liquid under test.

2.0          SPECIFICATION

2.1           Wicks to be manufactured with Virgin polyester fibres/polyethylene bonded:

2.2           The type and quantity (concentration) of the finisher must be:

2.3           A certificate of compliance (Appendix VI) must accompany each delivery of wicks.

2.4           Parameter specifications

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3.0          GENERAL INSPECTION

3.1           Unipath will randomly sample each delivery in accordance with BS6001 (equivalent to MIL 105E) single normal sampling at Inspection Level I, AQL as follows:

For this purpose a “unit” is defined as a single wick.

The sampling plan (Appendix I for inspection level I) defines the maximum number of defects allowed in each category, if the batch is to be accepted by Unipath, Ltd.

4.0          PACKAGING

4.1           Wicks to be packed in polythene bags and these placed in cardboard boxes.

4.2           Each box to contain three inner polythene bags, each containing 8,000 ± 500 wicks, giving a total of 24,000 wicks/box.

4.3           All boxes must be received in generally good condition with no evidence of exposure to excessive heat or moisture.

4.4           Each box must be labeled with the product identity and code number.

The box label information must include the following:

Product Identity

Unipath Code Number

Purchase Order Number

Lot Number

Box Number

Quantity

4.5           For onward shipment to Unipath, boxes to be stacked onto four-way pallets with full perimeter board.  Dimensions of pallet no greater than:

DATE: 8^th July 1994

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APPENDIX I

SAMPLING PLAN FOR DELIVERIES OF WICKS

ON RECEIPT AT UNIPATH LIMITED

INSPECTION LEVEL I

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APPENDIX II

WICK MEASUREMENTS

Referring to the specification and using a dial/digital caliper, check the wicks’ dimensions for width, length and depth.

NOTE:                                                        MEASUREMENTS TO BE TAKEN WITH THE LONGEST LENGTH ON THE INSIDE MEASURING FACES.

Any wick in the sample which is within specification for the dimensions measured, but which is “frayed,” i.e., has one or more loose fibres emerging from the wick at the time of receipt from AFC, i.e., prior to Unipath washing treatment, must be classed as a major defect.

If during Unipath automated assembly, we experience any problems with loose fibres, causing the machines to “jam,” then AFC will be informed and an agreement reached concerning the defective wicks.

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APPENDIX III

APPEARANCE INSPECTION

Check the physical appearance of the sampled wicks:

1.             Wicks must be clean and free from any surface contaminants.

2.             Major defects for wick appearance:

a)     Split wicks which cause the width or depth dimension to fall above the spec tolerance.

b)    Fraying wicks (see Appendix II).

3.             Minor defects for wick appearance:

a)     Split wicks with width or depth dimensions within specification.

b)    Foreign matter on the surface or in the wick.

c)     Incorrect color of the wick.

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APPENDIX IV

WEIGHT INSPECTION

Weigh 100 wicks and record the weight.  The weight should be 44 to 47g/100 wicks.

If wicks are outside this specification, the batch of wicks will be rejected.

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APPENDIX V

ABSORPTION INSPECTION

After performing the inspections detailed in Appendices II, III and IV, the water uptake characteristics must be inspected as detailed below.

Stand the wicks in a dye solution so that they are upright with the bottom, 1.0cm immersed in the solution.

Record the time taken for the first wick to saturate.  Wicks should saturate within 6 to 20 seconds from the time of immersion.  After 20 seconds, remove the wicks from the solution and inspect each for white areas which have not taken up the dye.

Any wicks which show white areas after 20 seconds will be classified as critical defects.

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APPENDIX VI

EXAMPLE OF CERTIFICATE OF COMPLIANCE

NOTE:  ALL FIGURES ARE EXAMPLES ONLY

CERTIFICATE OF COMPLIANCE

Grade of polyester/polyethylene material:  VIRGIN

Type, grade and concentration of the finisher:  AF201, Conc. 0.75% ± 0.25%.

The above mentioned product has been manufactured by AFC WORLDWIDE in accordance with Unipath specification QAS/143 (quote version).

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