Exhibit 10.1
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:
1
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
2
discretion.
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,
3
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,
C: 40502840500251020229
IN FAVOUR OF OBNINSK BRANCH
Correspondent bank:
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
4
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 w
