Attached files
| file | filename |
|---|---|
| 10-Q/A - HUIHENG MEDICAL, INC. | v206164_10qa.htm |
| EX-32 - HUIHENG MEDICAL, INC. | v206164_ex32.htm |
| EX-31.1 - HUIHENG MEDICAL, INC. | v206164_ex31-1.htm |
| EX-31.2 - HUIHENG MEDICAL, INC. | v206164_ex31-2.htm |
Exhibit
10.2
[***]
Represents material which has been redacted and filed separately with the
Commission pursuant to a request for confidential treatment pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.
Purchase
Contract of Cobalt-60 Radiation Sources Used in SGS-I
Contract
Number: Co-Y-05-01
Time of
Signing: September 1, 2005
Place of
Signing: Beijing, China
|
Party
A: Shenzhen Hyper Technology Incorporation
|
|
|
Add.:
Building 507, Block B, Yinglida Digital Garden, Golden Flower Road, Fu
Tian Bonded Area, Shenzhen
|
|
|
Tel:
0755-25331326
|
Fax:
0755-25331366
|
|
Postcode:
518038
|
|
|
Party
B: Beijing Atom High-Tech Co., Ltd.
|
|
|
Add.:
Sub-Box 105, Mail Box 275, Beijing
|
|
|
Tel:
010 69358477
|
Fax:
010 69357294
|
|
Postcode:
102413
|
After friendly negotiation, Party A and
Party B agrees to enter this Contract, under which Party A consigns Party B the
matter related to processing and manufacture of Cobalt-60 radiation sources used
in SGS-I
|
1.
|
Subject
Matter and Currency Amount:
|
Party A orders from Party B of 10 sets
of Cobalt-60 radiation sources used in SGS-I. The price of each set is
RMB720,000. The total amount of this contract is RMB7,200,000.
|
2.
|
Responsibilities
and obligations of Party A
|
|
|
(1)
|
Party
A shall provide one set of Cobalt source jacket drawings (appendix 1), one
set of source cell (so-called “lift basket” for source loading) drawings
(appendix 2), and “Technical Requirements for Cobalt-60 Radiation Sources
Used in SGS-I” (appendix 3), one copy of “Quality Assurance Agreement of
Cobalt-60 Radiation Sources Used in SGS-I” (appendix 4), and
“Confidentiality agreement” (appendix
5).
|
|
|
(2)
|
Party
A shall provide the tungalloy parts used in the Cobalt source
jacket.
|
1
|
|
(3)
|
Party
A shall provide the transportation for the above-mentioned Cobalt sources
container.
|
|
|
(4)
|
Party
A shall provide the gauges for inspecting the Cobalt source
jackets.
|
|
3.
|
Responsibilities
and obligations of Party B
|
|
|
(1)
|
Party
B shall examine and proof the sketch of Cobalt source jacket provided by
Party A.
|
|
|
(2)
|
Party
B shall perform the welding tests for at least 5 simulation sources and
profile cutting in order to check the welding techniques and
quality.
|
|
|
(3)
|
Party
B is responsible for manufacturing the Cobalt source
jackets.
|
|
|
(4)
|
Party
B is responsible for manufacturing, sealed packing, and inspecting the
sources as per the “Technical requirements for Cobalt-60 radiation sources
used in SGS-I” (appendix 3).
|
|
|
(5)
|
Party
B should place and store the Cobalt sources in the transporting source
cell (so-called “lift basket”) and lead container according to the
technical requirements offered by Party
A.
|
|
|
(6)
|
Party
B should handle the Cobalt sources transportation
formalities.
|
|
|
(7)
|
Party
B is responsible for shipping the Cobalt sources to the place designated
by Party A. (The shipping cost would be paid by Party
A).
|
|
|
(8)
|
Party
B should comply with the Confidential Agreement signed by both parties
(appendix 5).
|
|
4.
|
Date
of delivery
|
Party A shall give Party B written
notice of the exact date of delivery for each set of Cobalt sources two months
before each source loading Party B shall guarantee the progress
requirements.
|
5.
|
Payment
|
|
|
(1)
|
After
the contract takes effect, Party A shall pay Party B 30% of the total
amount for the sources involved as advance payment upon the installation
plan determined by both parties.
|
|
|
(2)
|
Upon
the acceptance inspection by the two parties at the place where Party B
locates, Party A shall pay Party B 60% of the total amount for such set of
sources.
|
2
|
|
(3)
|
Within
30 days upon the receipt of each set of the finished sources, acceptance
inspection and completion of the installation of sources, Party A shall
pay Party B the remaining payment for the set of
sources.
|
|
|
(4)
|
Within
1 week upon the receipt of the total amount for each set of sources, Party
B shall issue formal value-added tax invoice to Party A as
beneficiary.
|
|
6.
|
Quality
control and acceptance inspection
|
|
|
(1)
|
Upon
the completion of manufacture of Cobalt source jackets , Party B shall
examine them as per the drawings with 100% certainty. When the Cobalt
source jackets are confirmed to be qualified and approved through the
recheck of Party A, sealed packing by welding can be
processed.
|
|
|
(2)
|
Before
the Cobalt sources are installed into the lead container, Party A shall
appoint someone to conduct the inspection according to relevant articles
under the appendix 1, 2, 3 and 4 upon the receipt of the notification for
acceptance inspection from Party B; meanwhile, the Cobalt sources shall be
deemed as being delivered. If there are problems with the quantity,
quality, and technical problems during the inspection process, Party A is
entitled the right to request Party B to compensate for the
loss.
|
|
|
(3)
|
Product
acceptance inspection shall be carried out in accordance with “Technical
requirements for Cobalt-60 radiation sources used in SGS-I” (Appendix 3)
and “Quality Assurance Agreement of Cobalt-60 Radiation Sources Used in
SGS-I” (Appendix 4).
|
|
7.
|
Delivery
and transportation
|
|
|
(1)
|
15
days before the delivery of each set of the Cobalt sources, Party A shall
send Party B a written notification of the place of delivery (in China
only) and the evidence documents for the installation of the radiation
sources approved by the relevant local authorized administration
department where Cobalt sources is
delivered.
|
|
|
(2)
|
Party
B shall transport the finished sources to the place designated by Party A.
Before the shipment, Party B must provide Party A one duplicate of all the
documents and information required for the sources
transportation.
|
|
|
(3)
|
Party
A shall bear the for transportation fee for the sources from the place
where Party B is located to the
hospital.
|
3
|
8.
|
Liabilities
for breach of contract
|
If Party B delays in delivery, for each
day of delay, Party B should pay to Party A 0.1% of the total amount for the
goods delayed as a penalty. Any delay due to the Cobalt source quantity, quality
or technical problems, it shall be deemed as the delay of Party B. If the reason
of delay is because Party A can not pickup the goods on time, then after 30 days
that Party B keep the Cobalt source free of charge. Party A shall pay Party B
0.1% of the total amount for the goods delayed as the warehouse
fee.
|
9.
|
Force
Majeure
|
In the event of earthquake, typhoon,
flood, fire, war, or other unforeseen events, the happening and consequences of
which are unpreventable and unavoidable, the affected party shall notify the
other Party About the regarding the events of the force majeure in time by
telegraph, and within 15 days thereafter, the affected party shall provide
detailed information of the events and a valid document explaining the reason
for its inability to perform the contract. Such valid document shall be issued
by the local notary department where the event occurs. According to the effects
of the event on the performance of the contract, both parties shall, through
consultation, decide whether to terminate the contract, or to exempt part of
obligations for implementation of the contract, or whether to delay the
performance of the contract.
|
10.
|
The
Modification and Supplement of the
Contract
|
After the contract takes effect, both
parties are not allowed to modify or terminate it at will. In case of any
matters not mentioned herein, both parties shall agree to reach an agreement
through consultation, and only after both parties sign a supplemental contract
modification or supplement of the contract shall come into effect.. The
supplementary contract shall have the equal validity of the
contract.
|
11.
|
Arbitration
|
Any disputes arising from carrying out
the contract, both parties should negotiate friendly for settlement. If
negotiation fails to resolve the dispute, either party is entitled to file a
suit related to the Cobalt source radioactivity to the National Institute of
Metrology; other suits shall be filed to a People’s Court.
|
12.
|
Reclamation
of decommissioned sources
|
Party B is responsible for the
reclamation of the decommissioned sources when the Cobalt sources involved in
the contract complete their services. The disposal charge would be paid by Party
A. The exact charge is subject to further negotiation.
|
13.
|
Appendixes
of contract
|
5 appendixes attached to the contract
are the inseparable parts of the contract and have the equal validity of the
contract.
4
Appendix 1: One set of the Cobalt
source jacket drawings
Appendix 2: One set of the source cell
drawings (source cell: so-called “lift basket” for source loading)
Appendix 3: “Technical requirements for
Cobalt-60 radiation sources used in SGS-I”
Appendix 4: “Quality assurance
agreement of Cobalt-60 radiation sources used in SGS-I”
Appendix 5: “Confidential
agreement”
|
Party
A: Shenzhen Hyper Technology Incorporation
|
||
|
Representative:
|
/s/ HUANG JIAN
|
|
|
Date:
September 1, 2005
|
||
|
Party
B: Beijing Atom High-Tech Co., Ltd.
|
||
|
Representative:
|
/s/ YANG RUIJIN
|
|
|
Date:
August 30,
2005
|
||
5
Appendix
1:
[***]
6
Appendix
2:
[***]
7
Appendix
3:
Technical
Requirements for Cobalt-60 Radiation Sources Used in SGS-I
|
1.
|
The
total radioactivity for each set of Cobalt-60 radiation sources is not
less than 5400Ci+10%, and total 18 Cobalt source jackets are in sealed
packing as 18 single sources, and the activity of each single source is
300Ci+10%.
|
|
2.
|
Each
single source is made up of the Cobalt grain with 220-240Ci/g in specific
radioactivity, 1mm in diameter, and 1mm long, sealed packed in stainless
jacket by welding. The radioactivity consistency of 18 sources meets the
requirement that the difference between the max and min is not more than
10%.
|
|
3.
|
The
source jacket drawings (Appendix 1) are offered by Party A. Party B can
make modification to the sketch drawings according to the welding
techniques, the Cobalt grain actual specific activity and the heat
expansion dimension of the source jacket based on experience and
simulation experiments, but the final drawing has to be approved by Party
A.
|
|
4.
|
The
measurement of the radioactivity of the sources must be standardized.
Considering the self-absorption of the sources and the revision of the
measurement environment, the uncertainty of the measurement is limited
within +/-10%.
|
|
5.
|
The
safety of the sources needs to be inspected according to
GB18871-2002.
|
|
6.
|
The
service life of the sources is ten years and within the service life, no
radiation leakage or contamination is
allowed.
|
|
7.
|
Party
B must have fairly accurate measurement of the source outside diameter and
constant temperature in a hot cave, for example, by the gauge inspection,
etc.
|
|
8.
|
Party
B must clean and remove the rust from the source cell (“lift basket”)
which transports the Cobalt-60 radiation sources used in SGS-I, and Party
B should offer Party A the source loading and source acquisition
procedure.
|
|
9.
|
For
the sealed source to be installed into the SGS-I, the arrangement of the
sources in the source cell, and the coupling of the source cell with the
lead container, are designed by Party A specially according to the
registration data of the sources, which would be presented to Party
B.
|
|
10.
|
Each
sealed source must be registered by Party B for its radioactivity, safety
class, manufacturing date and measurement date. And Party B should offer
the measurement reports to Party
A.
|
|
Party
A: Shenzhen Hyper Technology Incorporation
|
Party
B: Beijing Atom High-tech Co., Ltd.
|
|||||
|
Representative:
|
/s/ HUANG JIAN
|
Representative:
|
/s/ YANG RUIJIN
|
|||
|
Date:
September 1, 2005
|
Date:
August 30, 2005
|
|||||
8
Appendix
4:
Quality
Assurance Agreement of Cobalt-60 Radiation Sources Used in SGS-I
Shenzhen Hyper Technology Incorporation
(Party A) and Beijing Atom High-tech Co., Ltd. (Party B) now comes to the
agreement hereunder after friendly negotiation, in the respect of the quality
assurance of the Cobalt-60 radiation sources used in SGS-I that Party A
commissioned Party B to manufacture. The stipulated clauses in this agreement
have to be strictly followed.
|
1.
|
Party
B shall manufacture the Cobalt sources strictly comply with the technical
requirements for Cobalt-60 radiation resources used in SGS-I (appendix 3)
and the Cobalt-60 radiation source jacket drawings (appendix 1) confirmed
by both parties. Thus, Party B shall provide to Party A with qualified
products.
|
|
2.
|
Party
B shall make detailed quality plan as for the Cobalt-60 radiation sources
manufacturing, and provide a copy of the plan before the start of the
manufacturings. After review and check of the plan according to the
related requirements of the quality management procedure, Party A has the
right to present opinions and request Party B to make change accordingly.
The quality plan shall include at least the following
contents:
|
|
a.
|
Quality
assurance measure
|
|
b.
|
Quality
control procedure
|
|
c.
|
Organization
structure and scope of authority
|
|
c.
|
Quality
elements, quality standard and application
documents.
|
|
3.
|
Party
A is entitled to send someone to do the quality follow-up check on the
site where Party B manufactures the devices. Party B should provide
on-site cooperation and convenience to assist Party A to complete the
check. The objective for Party A to do such quality follow-up check is to
monitor and control the quality during the manufacture process, but such
monitor and control shall neither exempt nor reduce Party B’s
responsibilities under this Contract and the appendixes hereunder on
quality, delivery schedule and etc.
|
|
4.
|
Party
B should do classified designing and performance test strictly following
the classification requirements in the ANSI N542-1997 for sealed radiation
sources, and keep the test records. Party A is entitled to review these
test records during the process of the ex-works inspection on the Cobalt
sources.
|
|
5.
|
It’s
a mandatory procedure to take welding tests for at least 10 simulation
sources, and do profile cutting in order to check the welding technique
and quality.
|
|
6.
|
Party
B shall provide Party A with the radioactivity measurement or calculation
methods, error analysis, leakage test methods, and contamination test
methods of single Cobalt source.
|
|
7.
|
After
the manufacture of the Cobalt source jacket completes, Party B shall set
up quality hold point. Before the process of sealed packing by welding
starts, it is mandatory to perform the following procedures strictly and
step over the hold point discretionarily is not
allowed.
|
9
|
|
a.
|
Party
B shall inspect all parts as per the drawings requirements with 100%
completion, and record inspection in
details.
|
|
|
b.
|
The
heat and cool dimension of the outmost layer jacket of each Cobalt source
should be measured strictly inside a hot cave(room?). The dimension shall
be kept consistent with the requirements indicated in
drawings.
|
|
|
c.
|
With
under qualified products, Party B shall print permanent obvious mark on
such products and separate them from
outside.
|
|
|
d.
|
Party
A shall recheck the products which have been passed the examination by
Party B and shall signed recognition an on the Party B’s examination
report, upon the satisfaction of the
recheck.
|
Until the above procedures complete and
the standards meet the above mentioned requirements completely , the products
are not allowed to transfer to the sealed packing.
|
8.
|
It
is mandatory to measure the normal temperature of each Cobalt source when
each has been done with sealed packing by welding but not been loaded into
the source cell (“lift basket”). At least 5 single sources need to be
measured and the average of the result should be recorded in the test
report.
|
|
9.
|
Upon
the acceptance examination of first set of Cobalt sources, Party B shall
provide Party A with the following
documents:
|
|
a.
|
Quality
plan
|
|
b.
|
Sealed
source classified design, test methods and
results
|
|
c.
|
Welding
technique and quality examination
records
|
|
d.
|
The
heat and cool dimension of the outmost layer
jacket
|
|
e.
|
The
normal temperature of single source
|
|
f.
|
Radioactivity
measurement methods and error
analysis
|
|
g.
|
Radioactivity
measurement certification
|
|
h.
|
Leakage
inspection certification
|
|
i.
|
Contamination
inspection certification
|
|
j.
|
The
test results of the exposed dose after the loading into the lead
container
|
|
k.
|
Quality
Certificate
|
10
For the subsequent Cobalt sources,
Party B shall provide Party A the “g” and “k” of the above documents
only.
|
10.
|
After
Cobalt sources are shipped to the place of delivery designated by Party A,
Party A shall notify Party B of the exact date of source loading. Party B
is entitled to send someone to take part in the Cobalt source replacement
for SGS-I and measurement process, and to have the delivery inspection of
the Cobalt sources together with Party A. Party A shall offer convenience
at work for the people designated by Party B. When the delivered sources
are qualified after examination, the two parties sign the check acceptance
certificate, the Cobalt sources thus being regarded as delivered. If Party
B is unable to send someone to take part in the acceptance examination,
the examination result from Party A is still considered effective. During
the inspection, Party A is entitled to refuse the acceptance of the
sources or lodge a claim under quality problems such as the Cobalt source
total radioactivity does not meet the required specification, and the
source jacket heat expansion leads to difficulties in source replacement
or quantity is in shortage, etc.
|
11
|
Party
A: Shenzhen Hyper Technology Incorporation
|
Party
B: Beijing Atom High-tech Co., Ltd.
|
|||||
|
Representative:
|
/s/ HUANG JIAN
|
Representative:
|
/s/ YANG RUIJIN
|
|||
|
Date:
September 1, 2005
|
Date:
August 30, 2005
|
|||||
12
Appendix
5 :
Confidentiality
Agreement
Shenzhen Hyper Technology Incorporation
(Party A) and Beijing Atom High-tech Co., Ltd. (Party B) came to the following
agreements for the confidentiality of the Cobalt-60 radiation sources used in
SGS-I that Party A commissioned Party B to manufacture.
|
1.
|
For
the completion of the manufacturing of Cobalt-60 radiation sources used in
SGS-I as per the requirements of Party A, Party A provides Party B the
related technical information and technical requirements (“info.”
hereafter)
|
|
2.
|
Party
B guarantee that the info, shall only be used for Party A to the
manufactures the Cobalt-60 radiation sources used in SGS-I, and shall not
be for any other purposes. The Cobalt-60 radiation sources involved in the
confidential agreement are the products that Party A ordered exclusively
from Party B. Without written consent from Party A, Party B shall not be
allowed to provide the product to any other
party.
|
|
3.
|
The
info, mentioned in the first clause of the agreement is provided only for
the personnel who take part in the manufacturing and designing of the
Cobalt-60 radiation sources used in SGS-I. Others, except the above
mentioned personnel, shall not be allowed to have any contact with such
info. Party B shall guarantee to adopt all the effective measures to keep
strict confidentiality of all the info. (including the written, oral
info., fax, or storage data, etc.), and guarantee that all the personnel
who participate in shall not disclose the info, to anybody else as
well.
|
|
4.
|
Without
the written consent from Party A, Party B shall not be allowed to copy or
transcribe the info.
|
|
5.
|
After
Party B finishes the manufacturing of all the radiation sources, or both
parties terminate the Purchasing Contract, Party B shall return Party A
all the info (including the copies or floppy disks, etc. which are made
with the consent of Party A.).
|
|
6.
|
If
Party B violates the stipulations of the agreement, Party B shall agree to
undertake the responsibility for breach of this Agreement, and compensate
Party A for the loss.
|
|
Party
A: Shenzhen Hyper Technology Incorporation
|
Party
B: Beijing Atom High-tech Co., Ltd.
|
|||||
|
Representative:
|
/s/ HUANG JIAN
|
Representative:
|
/s/ YANG RUIJIN
|
|||
|
Date:
September 1, 2005
|
Date:
August 30, 2005
|
|||||
13