Polat Maden Polat Maden Sanayi ve Ticaret A.S. (Collectively, "Polat Maden") Istanbul, Turkey
EXHIBIT 4.23
[•], 2019
To
Polat Maden
Polat Xxxxx Sanayi ve Ticaret A.S. (Collectively, "Polat Xxxxx")
Istanbul, Turkey
Dear Xxxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxx Xxxxx
Following our discussions, here are the terms agreed between us with respect to quartz supply on a nonexclusive basis by Polat Xxxxx to Caesarstone Ltd. and its subsidiaries and affiliates (collectively, "Caesarstone") for its utilization in Caesarstone's manufacturing facilities worldwide, starting Jan 1, 2019 and until December 31, 2019. Upon both parties' signing on at the bottom of this letter agreement (this "Letter Agreement"), it will constitute a binding framework agreement between Polat Xxxxx and Caesarstone, under which Caesarstone will be entitled (but not obligated) to submit purchase orders ("Purchase Orders"). Polat Xxxxx undertakes to comply with any applicable laws and regulations with respect to the Products and services provided herein.
1. Estimated Quantities and binding orders and supply
Caesarstone's working plan for year 2019 is as follows:
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Product
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Quantity 2019
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|
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1
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*
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*
|
|
2
|
*
|
*
|
|
3
|
*
|
*
|
|
4
|
*
|
*
|
|
5
|
*
|
*
|
|
6
|
*
|
*
|
The above is Caesarstone's working plan is a non-binding purchases projection from Polat Xxxxx for year 2019 (the "Estimated Quantities") for the abovementioned products (the "Products"); however, such Estimated Quantities will be binding upon Polat Xxxxx with respect to their availability during 2019. Caesarstone's actual orders may significantly differ from the Estimated Quantities. Caesarstone will be entitled to deliver to Polat Xxxxx a binding Purchase Order on a monthly basis, and Polat Xxxxx shall be committed to supply to Caesarstone all such Purchase Orders (in accordance with the timeframe and Products' quality standards and specifications set in writing by Caesarstone at its sole discretion) up to the Estimated Quantities.
2. Prices – For actual quantities of * that shall be ordered by Caesarstone during year 2019, Xxxxx Xxxxx will charge from Caesarstone US$* (* US Dollars and * Cents) per ton, FOB Izmir.
For actual quantities of * that shall be ordered by Caesarstone during year 2019, Xxxxx Xxxxx will charge from Caesarstone US$* (* US Dollars and * Cents) per ton, FOB Izmir. However, it is agreed that the aforementioned price was determined based on the following average calculation: *.
Either party may set-off any amount due it by the other party (the "Owing Party") according to this agreement from any amount that such party obliged to pay to the Owing Party under this agreement or any other agreement.
For *, Caesarstone will pay US$* (* US Dollars and * Cents) per ton, FOB Izmir.
3. Payment terms – for Products that shall be ordered by Caesarstone during year 2019 payment terms shall be *.
4. The Products will be supplied by Polat Xxxxx in a timely manner and in accordance with Caesarstone's quality standards, packing and delivery instructions and specifications as will be updated by Caesarstone in writing from time to time as Caesarstone's sole discretion, in accordance with each Caesarstone's purchase order. Any Purchase Order not delivered on time at its destination (Izmir Port FOB) shall entitle Caesarstone, at its own election, to cancel such Purchase Order (in addition to any right it may be entitled to) without any liability, unless such Purchase Order was delivered prior to the issuance by Caesarstone of a notice of cancellation, and Polat Xxxxx shall not have any claim with respect to such cancellation. Polat Xxxxx shall be fully responsible for any incompatibility or defects of the Products. Notwithstanding the aforementioned, Polat Xxxxx shall not be responsible only to such defects which were caused during and directly from the negligence or malfunctioning of the Product's forwarder. Upon indication of incompatibility in a Product identified by Caesarstone and notifies such incompatibility notification to Polat Xxxxx (an "Incompatibility Notification"), Polat Xxxxx shall be entitled to examine such Products at the applicable Facility within 30 days of receipt of the Incompatibility Notification; provided however, that it has notified Caesarstone in writing of its intention to conduct such examination within 10 days of receipt of the Incompatibility Notification. Thereafter, Polat Xxxxx shall be obliged to immediately, at Caesarstone's sole discretion, either: (1) replace such Product in the next shipment, or (2) issue a full refund/credit therefor. In addition Polat Xxxxx shall either collect the defected Products from the Facility within 45 days of Caesarstone's requirement, or pay Caesarstone's all costs and expenses incurred by it in relation to the disposal of such Products.
5. Xxxxx Xxxxx will maintain in confidence the terms of this agreement as well as any other information delivered to Polat Xxxxx by Caesarstone without time limitation.
6. This agreement and its performance will be governed by the English law and subject to the jurisdiction of the competent courts in England. Without derogating from the generality and validity of the foregoing, Caesarstone shall be entitled, at its sole discretion, to initiate legal proceedings related to this Agreement in Turkey, and in such case only same proceeding will be subject to the jurisdiction of the competent courts in Turkey.
7. This Agreement constitutes the entire agreement between Polat Xxxxx and Caesarstone, and all prior agreements, understandings and/or commitments of any of the parties, whether in writing or verbal, with respect to the matters covered herein are superseded and null.
8. Polat Xxxxx hereby acknowledges that Caesarstone is a public company traded on NASDAQ and it is aware (and that its representatives who are apprised of this matter have been or will be advised) that U.S. securities laws restrict persons with material non-public information about a company obtained directly or indirectly from that company from purchasing or selling securities of such company and from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. Xxxxx Xxxxx agrees to comply with such laws and recognizes that Caesarstone will be damaged by his non-compliance. In addition, Polat Xxxxx hereby acknowledges that unauthorized disclosure of confidential information may be in violation of the securities laws.
9. Xxxxx Xxxxx may not assign, delegate or transfer this Agreement or any of its obligations hereunder, without the prior written consent of Caesarstone.
10. Any amendment or modification of this Agreement shall be effective if mutually agreed upon by the parties, made in writing and constituted an appendix as an integral part of the Agreement.
Please indicate your agreement with the above terms by signing both counterparts of this Letter Agreement as provided below and return one fully executed copy to us.
/s/ By: Xxxxx Xxxxx, Xxxxx Xxxxxxxx
By: Xxxxx Xxxxx, Xxxxx Xxxxxxxx
Title: CEO, CFO
Date: 25.2.2019
We hereby approve our consent to all of the above.
/s/ By: Xxxxxx Xxxxxx
Polat Xxxxx
By: Xxxxxx Xxxxxx
Title: Sales and Marketing Manager
Date: 2.1.2019
