[Title] AGREEMENT ON SALE OF SPECIAL NUCLEAR MATERIAL FOR RESEARCH PURPOSES BETWEEN THE GOVERNMENT OF JAPAN AND THE UNITED STATES ATOMIC ENERGY COMMISSION ACTING ON BEHALF OF THE GOVERNMENT OF THE UNITED STATES OF AMERICA
AGREEMENT ON SALE OF SPECIAL NUCLEAR MATERIAL FOR RESEARCH PURPOSES BETWEEN THE GOVERNMENT OF JAPAN AND THE UNITED STATES ATOMIC ENERGY COMMISSION ACTING ON BEHALF OF THE GOVERNMENT OF THE UNITED STATES OF AMERICA
This Agreement is made this 30th day of August, 1965 between the Government o Japan (hereinafter called "Purchaser") and the United States Atomic Energy Commission acting on behalf of the Government of the United States of America (hereinafter called the "seller").
Whereas, the Parties hereto desire to establish terms and conditions applicable to distribution by sale to the Purchaser of special nuclear material for research purposes pursuant to the Agreement for Cooperation hereinafter identified;
Whereas, this Agreement is authorized and executed on the part of the Seller under the United States Atomic Energy Act of 1954, as amended;
Now therefore, the Parties hereto do mutually agree as follows:
A. The provisions set forth in the Attachment hereto shall apply as hereinafter provided to supplemental contracts of the Parties for sale and purchase of special nuclear material for defined research purposes from time to time concluded between the Seller and the Purchaser within the general authority of the Agreement for Cooperation hereinafter identified.
B. Supplemental contracts for such materials executed while this agreement is in effect shall refer to this Agreement as applicable to the supplemental contract, and by such reference shall incorporate the same therein. Such contracts shall consist of provisions identifying the material, its use, charges, port of export from the United States, applicable delivery and shipping instructions, and the provisions of this Agreement except as expressly modified in such supplemental contracts.
C. Nothing in this Agreement shall be deemed to obligate the Parties to sell or purchase special nuclear material, it being the intent of the Parties to provide for sale and purchase of special nuclear material by contracts supplemental to this Agreement.
D. Either Party may terminate this Agreement Upon sixty (60) days' notice in writing to the other Party. This Agreement shall terminate on June 30, 1967, unless previously terminated as provided above.
E. At such time as the Seller commences distribution of special nuclear material by sale to domestic purchasers, the Parties, upon request of either Party, will consult with each other with a view to effecting mutually agreeable modifications to this agreement consistent with the Seller's policies applicable to its domestic sales f special nuclear material.
F. No deletion, modification of addition to this Agreement, or termination thereof shall affect any contracts theretofore entered into between the Parties in which this Agreement is incorporated by reference.
G. This Agreement is entered into pursuant to the Agreement for Cooperation between the Government of Japan and the Government of the United States of America Concerning Civil Uses of Atomic Energy, signed at Washington on June 16, 1958, as amended (herein called the "Agreement for Cooperation").
H. Attachment hereto and sample blank Contract of Sale form 1/20/64 are considered integral parts of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement.
DONE, at Washington, in duplicate in the Japanese and English languages this 30th day of August, 1965.
FOR THE GOVERNMENT OF JAPAN
(Signed) BY: Kiyohiko Tsurumi TITLE: Minister, Embassy of Japan
FOR THE UNITED STATES ATOMIC ENERGY COMMISSION ACTING FOR AND ON BEHALF OF THE GOVERNMENT OF THE UNITED STATES OF AMERICA
(Signed) BY: John A. Hall TITLE: Assistant General Manager
ATTACHMENT
I. Definitions.
A. The term "base charge" means the dollar amount per unit of special nuclear material in standard form and specification in effect as of the time any particular transaction under this Agreement takes place as set forth in schedules published by the Seller in the United States Federal Register from time to time.
B. The term "Seller's established specifications" means the specifications for purity and other physical or chemical properties of special nuclear material as published by the Seller in the United States Federal Register from time to time.
C. The term "Seller's established pricing policy" means any applicable price or charge in effect at the time any particular transaction under this Agreement takes place (i) published by the Seller in the United States Federal Register, or (ii) in the absence of such a published figure, determined in accordance with the Seller's pricing policies, a copy of which will be furnished the Purchaser upon request. The Commission's published prices and charges may be amended from time to time.
D. The term "value" means the dollar amount determined by multiplying the Seller's applicable base charge by the number of units, or fractions thereof, of special nuclear material involved, whether or not such material is in standard form and specification.
II. Specification and Form of Material.
Except as otherwise agreed, special nuclear material sold hereunder shall be furnished by the Seller in the Seller's standard chemical form for distribution of the material and in accordance with the Seller's established specifications as published in the United States Federal Register from time to time.
III. Deliveries.
A. As the Purchaser may request, the Seller shall either furnish directly to the Purchaser through a transporter arranged for by the Purchaser or to a contractor in the United States engaged or arranged for by the Purchaser for purposes of processing, fabrication, or other services on behalf of the Purchaser, amounts of special nuclear material necessary for implementation of supplemental contracts hereunder.
B. With respect to material which is to be furnished the Purchaser directly, the Seller shall, subject to such terms, charges, conditions and licenses as may be required, deliver the material on f.o.b. commercial conveyance at a facility of the Seller to a transporter arranged for by the Purchaser. Delivery of material in containers to the transporter arranged for by the Purchaser shall be deemed delivery of such material and containers to the Purchaser. At the time of such delivery the Purchaser or its authorized agent shall sign an appropriate written receipt therefor and shall assume full and complete responsibility for the material. The transporter shall transport the material to a port of export in the United States of America to be designated by the Seller after consulation with Purchaser, and the Seller shall thereupon perform those actions required to autorize the export of the material to the Purchaser.
C. With respect to material which is to be furnished to the Purchaser's United States contractor for purposes of processing, fabrication or other services on behalf of the Purchaser, the Seller shall make the material available at a facility of the Seller unless the material is to be drawn from the contractor's own material inventory. Upon completion of the contractor's services the Purchaser shall cause the contractor to submit to the Seller a written certification of the contractor's determination of the isotopic content and quantity of the special nuclear material. After the Seller's receipt of the aforesaid certificate the Purchaser shall arrange through its aforesaid United States contractor for transportation and delivery of the material to a port of export in the United States to be designated by the Seller after consultation with the Purchaser. Transportation of the material shall be effected after 30 days' written notice, unless otherwise agreed, by the Purchaser to the Seller and shall be subject to such conditions and licenses as the Seller may require. Upon delivery of the material to the port of export the Seller shall perform those actions required to effect delivery and authorize the export of the material to the Purchaser. All costs of domestic and overseas transportation and delivery (including costs of containers and packaging) and of storing the material, as well as all arrangements for physically handling the material in connection with such delivery shall be the responsibility of the Purchaser and not the Seller. The Purchaser or its duly authorized agent shall accept delivery of the material at the designated port of export, and shall sign an appropriate written receipt therefor, where upon the Purchaser shall assume full and complete responsibility for the special nuclear material contained therein.
D. Title to any special nuclear material sold hereunder shall vest in the Purchaser at the time such special nuclear material leaves the jurisdiction of the United States.
IV. Responsibility.
A. After special nuclear material has been delivered to the Purchaser's transporter as provided in Article III B the Purchaser shall hold the Seller harmless any and all liability (including third party liability) for any cause whatsoever arising out of or resulting from the transport of such material to the designated port and shall be responsible to the Seller for loss of or damage to such material during such transport and for such charges (determined in accordance with the Seller's established pricing policy) as the Seller may require with respect to such material, provided that the responsibility of the Government of Japan shall be subject to the provisions of the Agreement for Cooperation. Nothing in this paragraph shall deprive the Purchaser or any other person of any rights under Section 170 of the United States Atomic Energy Act of 1954, as amended.
B. The application and use of any material delivered by the Seller to the Purchaser pursuant to supplemental contracts under this Agreement shall be the responsibility of the Purchaser, and the Seller makes no warranty, express, implied or statutory, concerning such material or suitability for any particular use or application.
V. Time of Delivery.
The Seller will make reasonable efforts to deliver the special nuclear material which is the subject of sale hereunder at the time stated in the Contract of Sale, but neither the Seller nor persons acting on behalf of the Seller shall be subject to any liability for any failure so to deliver.
VI. Payment.
Within sixty (60) days after the date of any invoice of the Seller (such invoice to be dispatched at, or subsequent to, to the time of the Purchaser's acceptance of delivery, as specified in Article III, of the special nuclear material sold hereunder) the Purchaser shall compensate the Seller for the material at its value as of the time delivery of the material is accepted hereunder. Payment shall be made in United States currency and shall be paid to the Seller or its designated agent or contractor. Failure to receive payment within sixty (60) days after the date of the invoice shall entitle the Seller to an additional charge at six per cent (6%) per annum on such amounts.
VII. Determination of Material Quantities and Properties.
A. The properties of the special nuclear material sold by the Seller to the Purchaser hereunder which has been made available pursuant to Article III C to any contractor engaged or arranged for by the Purchaser for the Purpose of processing, fabrication, or other services on behalf of the purchaser shall be deemed the same as the properties of such special nuclear material made available by the Seller to such contractor as determined pursuant to the Special Nuclear Material Lease Agreement or other supply arrangement between the Seller and the contractor covering said material.
B. (1) The quantity of special nuclear material sold by the Seller to the Purchaser hereunder, which has been made available pursuant to Article III C to any contractor engaged or arranged for by the Purchaser solely for the purpose of analysis and measurement shall, unless otherwise agreed by the Parties, be deemed the same as the quantities of such special nuclear material made available by the Seller to such contractor as determined pursuant to the Special Nuclear Material Lease Agreement or other supply arrangement between the Seller and said contractor covering said material.
(2) The quantity of special nuclear material sold by the Seller to the Purchaser hereunder which has been made available pursuant to Article III C to any contractor engaged or arranged for by the Purchaser for the purpose of processing, fabrication or other service, except analysis and measurement, on behalf of the purchaser shall be deemed the same as the quantity of the special nuclear material certified by the contractor to the Seller pursuant to Article III C, as such quantity may be thereafter accepted or revised by the Seller after any reviews or analyses which the Seller may consider appropriate.
C. Where the special nuclear material sold hereunder is delivered at a facility of the Seller to a transporter arranged for by the Purchaser for direct shipment to a port of export pursuant to Article III B, supra, the quantities and properties of such special nuclear material shall be as determined by the Seller. If such special nuclear material fails to conform to the Seller's established specifications, the responsibility and liability of the Seller and persons acting on behalf of the Seller for such failure shall be limited solely to correcting such discrepancies by delivery of special nuclear material which does conform to the applicable specifications, at a facility in the United States of America designated by the Seller, in exchange for the nonconforming material. The Seller will reimburse the Purchaser for the reasonable costs of packaging and transportation for returning any material which does not conform to such specifications as well as the transportation charges for shipping conforming replacement material.
D. The quantities and properties determined pursuant to the foregoing sub-paragraphs of this Article VII shall be final and binding for purposes of this Agreement.
E. The responsibility and liability of the Seller and persons acting on behalf of the Seller for failure to make available pursuant to Article III C to a contractor engaged or arranged for by the Purchaser special nuclear material meeting the Seller's established specifications shall be limited to the Seller's liability and responsibility for same to the contractor under the Special Nuclear Material Lease Agreement or other supply arrangement between the Seller and the said contractor.
VIII. No Assignment.
The Purchaser may not assign this Agreement or any rights or interests hereunder without the express written consent of the Seller and then only in accordance with the provisions of the Agreement for Cooperation and any amendments or revisions thereto.
IX. Officials Not to Benefit.
It is understood that, in accordance with the laws of the Government of the United States of America, no Member of the Congress of the United States of America, or Resident Commissioner or the United States of America, shall be admitted to or share any part of this Agreement of any benefit that may arise therefrom.
X. Agreement for Cooperation.
The sale which is the subject of this Agreement shall be in all respects subject to and in accordance with all of the terms, conditions, and provisions of the Agreement for Cooperation and any amendments or revisions thereto, it being understood that the safeguards and guarantees specified in Articles 9 and 10 of the Agreement for Cooperation will always apply to any material transferred hereby except any material subsequently transferred by the Purchaser, with the approval of the Seller, to a nation or group of nations with which the Government of the United States of America has an Agreement for Cooperation within the scope of which such subsequent transfer falls and except to the extent that safeguards provided for in the Agreement for Cooperation are suspended during the term of the Agreement between the International Atomic Energy Agency, the Government of Japan, and the Government of the United States of America for the Application of Safeguards by the Agency to the Bilateral Agreement between Those Governments Concerning Civil Uses of Atomic Energy, signed at Vienna, September 23, 1963. In the event of incompatibility between the Agreement and the Agreement for Cooperation the latter shall govern.
CONTRACT DF SALE OF SPECIAL NUCLEAR MATERIAL BETWEEN THE GOVERNMENT OF JAPAN AND THE UNITED STATES ATOMIC ENERGY COMMISSION
The Government of Japan (hereinafter referred to as the "Purchaser") agrees to purchase from the United States Atomic Energy Commission, acting on behalf of the Government of the United States of America (hereinafter referred to as the "Seller"), and the Seller agrees to sell to the Purchaser, the following described material pursuant to the terms and conditions of the Agreement for Cooperation between the Government of Japan and the Government of the United States of America Concerning Civil Uses of Atomic Energy, signed at Washington on June 16, 1958, as amended and subject to the Agreement on Sale of Special Nuclear Material for Research Purposes between the Government of Japan and the United States Atomic Energy Commission Acting on Behalf of the Government of the United States of America, signed on August 30, 1965, the terms and provisions of which are hereby made a part of this Contract as if incorporated at length herein. The material sold hereunder will be used
Material Charges
Ship to: Bill to:
Delivery Date: Shipping Instructions:
FOR THE UNITED STATES ATOMIC ENERGY COMMISSION ACTING FOR AND ON BEHALF OF THE GOVERNMENT OF THE UNITED STATES OF AMERICA
FOR THE GOVERNMENT OF JAPAN
DATE: DATE:
(Japanese letter)
August 30, 1965
Dear Mr. Kratzer: I refer to the Agreement on Sale of Special Nuclear Material for Research Purposes between the Government of Japan and the United States Atomic Energy Commission Acting for and on Behalf of the Government of the United States of America, which was signed today, and wish to state the following understandings which have been reached during our negotiations leading to the conclusion of the Agreement:
1. With reference to paragraph III. A. and C. of the Attachment to the Agreement, it is understood that, with respect to special nuclear material sold under this Agreement to be distributed to an authorized user in Japan, the Government of Japan may cause such authorized user to engage the transporter of such material and to pay the cost due to such transporter as well as the costs of containers, withdrawal, packaging, handling and storing such material. It is further understood, however, that the Government of Japan will continue to be responsible under the Agreement to the United States Atomic Energy Commission for assuring that transportation arrangements in connection with delivery of the material under the Agreement are adequately provided for and that the costs thereof, as well as the costs of containers, withdrawal, packaging, handling and storing of such materials, are paid.
2. With reference to paragraph IV. A. of the Attachment to the Agreement, it is understood that if and when any amendment in made to sections 11r and 170d of the United States Atomic Energy Act of 1954, as amended, the Seller and the Purchaser will consult with each other on problems which may, as a result of such amendment, arise out of the application of the said paragraph IV. A. of the Attachment to the Agreement.
3. With reference to paragraph IX of the Attachment to the Agreement, it is understood that the article is not intended to mean that the Purchaser shall, without its consent, be subject to the jurisdiction of the courts of the Government of the United States of America. In no way, however, in the foregoing understanding intended to alter the general rules followed in the United States with respect to suits involving foreign Governments.
It would be greatly appreciated if you would confirm the above understandings. Sincerely yours,
(Signed) Kiyohiko Tsurumi Minister
Mr. Myron B. Kratzer, Director
Division of International Affairs
Atomic Energy Commission
Washington, D. C., 20545
(U. S. letter)
August 30, 1965
Dear Mr. Tsurumi: I refer to your letter dated today in connection with the Agreement on Sale of Special Nuclear Material for Research Purposes between the United States Atomic Energy Commission Acting for and on Behalf of the Government of the United States of America and the Government of Japan, which was signed today, in which you state the following understandings on certain matters in respect of the Agreement.
1. (Identical as paragraph 1 of Japanese letter)
2. (Identical as paragraph 2 of Japanese letter)
3. (Identical as paragraph 3 of Japanese letter)
I would like to take this opportunity to confirm our understandings of the matters set forth above. Sincerely yours,
(Signed) Myron B. Kratzer
Director Division of International Affairs
Mr. Kyohiko Tsurumi
Minister Embassy of Japan
2520 Massachusetts Avenue, N. W.
Washington, D. C., 20008
(U. S. letter)
August 30, 1965
Dear Mr. Tsurumi: I refer to the Agreement on Sale of Special Nuclear Material for Research Purposes between the United States Atomic Energy Commission Acting for and on Behalf of the Government of the United States of America and the Government of Japan, which was signed today, and wish to set forth the following understandings on certain matters in respect of the Agreement.
The Agreement shall be construed according to the laws applicable in the Federal Courts of the United States of America for contracts in the United States of America to which the Government of the United States is a party.
It is understood that the foregoing provision is not intended to mean that the Government of Japan shall, without its consent, be subject to the jurisdiction of the courts of the Government of the United States of America. In no way, however, is the foregoing understanding intended to alter the general rules followed in the United States with respect to suits involving foreign Governments.
I would greatly appreciate it if you would confirm our understanding of the matters set forth above. confirm our understanding of the matters set forth above. Sincerely yours,
(Signed) Myron B. Kratzer
Director Division of International Affairs
Mr. Kiyohiko Tsurumi
Minister Embassy of Japan
2520 Massachusetts Avenue, N. W.
Washington, D. C., 20008
(Japanese letter)
August 30, 1965
Dear Mr. Kratzer: I refer to your letter dated today in connection with the Agreement on Sale of Special Nuclear Material for Research Purposes between the Government of Japan and the United States Atomic Energy Commission Acting for and on Behalf of the Government of the United States of America, which was signed today, in which you set forth the following understandings on certain matters in respect of the Agreement.
The Agreement shall be construed according to the laws applicable in the Federal Courts of the United States of America for contracts in the United States of America to which the Government of the United States is a party.
It is understood that the foregoing provision is not intended to mean that the Government of Japan shall, without its consent, be subject to the jurisdiction of the courts of the Government of the United States of America. In no way, however, is the foregoing understanding intended to alter the general rules followed in the United States with respect to suits involving foreign Governments.
I would like to take this opportunity to confirm our understanding of the matters set forth above. Sincerely yours,
(Signed) Kiyohiko Tsurumi
Minister
Mr. Myron B. Kratzer, Director
Division of International Affairs
Atomic Energy Commission
Washington, D. C., 20545