This Sales Agreement involves
Title: SUBJECT OF THE CONTRACT
Industry: Chemical Manufacturing
CONTRACT No. 840/08624390/ 14-09-03
State Scientific Center of Russian Federation - Institute for Physics and Power Engineering, named after A.I.Leipunsky (SSC RF - IPPE), Obninsk, Russia (code 643), hereinafter referred to as the Seller , on the one part, and Isonics Corporation, USA (cod-840), hereinafter referred to as the Buyer , on the other part, hereinafter referred to as the “Parties”, have concluded the present Contract as follows:
1. SUBJECT OF THE CONTRACT
The Seller has sold and the Buyer has bought Actinium-225 isotope, hereinafter referred to as «products» on CPT (Incoterms-2000) Dulles International-Washington Airport, USA, in accordance with the Supplements Nos. 1 and 2, which are its integral part. The products are intended for analytical research. The product country of origin is Russia.
2. PRICE AND TOTAL VALUE OF THE CONTRACT
2.1. The prices for the product unit are fixed in the US dollars for the present Contract only and shall not affect prices for other contracts, (prices presented in the Supplement # 1).
2.2. The prices include the cost of a package itself and packaging process, labeling and the products delivery to Sheremetieo-2 airport, as well as expenses for obtaining export license.
2.3. The total value of the Contract is $652320.00 (Six hundred fifty two thousand three hundred and twenty)
3. TERMS AND DATES OF DELIVERY
3.1. The Seller supplies all the ordered products by separate shipments in five phases:
1st phase — delivery of samples for the product testing.
2d and 3d phases — delivery of product of the maximal activity up to 10 and 15mCi in one shipment, correspondingly are totaling 160mCi activity. This amount of activity should be paid by nonrecurring advance totaling $100,000.00. Delivery of the product according to 2d and 3d phases starts in a month after the advance payment receipt.
4th phase — delivery of product of 150mCi total activity. The phase starts after the termination of shipments according to 2d and 3d phases, i.e., after the delivery of the product of 160mCi total activity to the Buyer.
5th phase — delivery of product of 480mCi total activity. The phase starts after the termination of shipments according to 2 nd , 3 rd and 4th phases, i.e., after the delivery of the product of 315mCi total activity to the Buyer.
3.2. The Seller ensures that the pre-calibration of the supplied products will be as indicated in the Supplement # 1. The pre-calibration period begins at 12:00, Moscow time, on the day of shipment.
3.3. A date of Air Waybill shall be considered a delivery date. A date of the product arrival to Dulles International-Washington Airport, USA shall be considered the product receiving date.
3.4. The Buyer shall order, and the Seller shall deliver every shipment of the products under the written order only. The purchase orders shall be executed in English.
3.5. The Buyer shall place purchase orders not less than 30 (thirty) calendar days before a day of shipment indicated in the purchase order.
3.6. The Buyer shall include in a purchase order:
• date of shipment;
• Contract number;
• list of the products ordered;
• quantity of product in accordance with the specification and its price;
• Airport of Destination
• Consignee’s address and contact telephone and fax numbers);
• other additional information at the Buyer’s
3.7. The Seller shall acknowledge and confirm purchase orders not less than 20 (twenty) calendar days prior to the required delivery date.
3.8. In case of failure to deliver the scheduled shipment due to the Seller’s fault the Seller shall immediately inform the Buyer of it. The Seller and the Buyer shall agree a date of new shipment instead of the failed one.
3.9. The Seller shall inform the Buyer of the shipment within 24 hours after the product will be handed over to Carrier by faxing to the Buyer all pertinent information consisting of: Air Waybill, Declaration of dangerous Goods, Invoice; certificate of Quality; Shipping Specification; Packing List).
4. PRODUCT QUALITY AND QUANTITY
4.1. The Seller warrants to the Buyer that the products quality is in accordance with the technical requirements, which are presented in the Supplement # 2 of this Contract.
4.2. A Quality Certificate issued by the Seller confirms the quality of the products. The Seller warrants the product quality for the product lifetime mentioned in the Supplement #2.
4.3. The Seller warrants to the Buyer the quantities of the products to be supplied in accordance with the Supplement #1. The product quantity is confirmed by the Shipping Specification.
5. PACKING AND LABELLING
5.1. The products shall be packed in a transport packaging set (of A type) as determined by the Seller. The Seller manufactures the transport packaging set (hereinafter referred to as the «cargo package»), and it is a disposable package.
5.2. The Seller shall label every cargo package in accordance with the regulations of ICAO,
RSTRM-73 (Rules of safe transportation of radioactive materials), and Safety Standards of IAEA, series 6 (1996). The Seller is responsible for the safety of packages.
5.3. The Seller shall put a Quality certificate for the products being shipped and a Packing list inside each cargo package.
5.4. The Seller shall label every cargo package in accordance with the Buyer’s purchase order.
6. TERMS AND CONDITIONS OF PAYMENT
6.1.The Buyer shall pay for the products in USD (currency code is 840), the payment shall be made by bank transfer to the Seller’s account in:
MOSCOW BUSINESS WORLD BANK,
33, building 1, Kotelnicheskaya nab.,
MOSCOW, 115172, RUSSIA,
SWIFT CODE: MOBWRUMM,
IN FAVOUR OF OBNINSK BRANCH
AMERICAN EXPRESS BANK Ltd.,
New York, USA
Account No.: 746560
SWIFT ADDRESS: AEIB US 33
6.2. Payment terms is calendar 60 days from a day of shipment in accordance with paragraph 3.3, against the Seller’s invoice.
6.3. The Buyer should send to the seller by fax or e-mail a copy of a faxed or e-mail document from the Buyer’s Bank confirming the day and routing of payment made to the Seller’s Bank. The Contract and invoice numbers shall be stated on the wire transfer document.
6.4. A date of the payment receipt by the Seller’s authorized bank account shall be considered as a date of the Buyer’s payment according to the paragraph 6.1.
6.5. After successful testing of the samples delivered during the 1st phase in accordance with the Supplement 1 to this Contract the Buyer should pay the advance totaling $100,000.00 (one hundred thousand USD).
6.6. Delivery of product stipulated by the
terms of 2nd, 3rd, 4th and 5th phases will be carried out one phase after another, one month after receipt of the above mentioned advance.
6.7. This advance to be accounted uniformly in every shipment payment calculation originating from 160mCi total activity in phases 2 and 3. This advance represents 78.125% of the product price per 1mCi indicated in the Supplement 1 to this Contract.
6.8. After the delivery of the product of 160mCi total activity the product is delivered in amounts defined by the 4 th phase in accordance with the Supplement 1 to this Contract.
6.9. The Buyer shall pay all the expenses associated with the wire transfer sending to the Seller’s bank.
7. DELIVERY AND ACCEPTANCE OF GOODS
7.1. The products shall be considered as delivered by the Seller and accepted by the Buyer:
• in respect of gross weight and amount of packages according to the Air Waybill;
• in respect of specified units (curie, millicurie, gigabecquerel)
• according to the Shipping Specification or Packing List;
• in respect of quality - according to Quality Certificate.
8.1. If on arrival of the products to the place of destination there is any lack of conformity of their quantity and quality to the provisions of the Contract due to circumstances excluding the responsibility of the Carrier or in case of ascertainment of shortage of the products inside the intact original package of the producer of the products, i.e. when there are no traces of penetration to the cargo during transportation, the Buyer has the right to claim on the Seller.