Polat Maden Polat Maden Sanayi ve Ticaret A.S. (Collectively, "Polat Maden") Istanbul, Turkey
Exhibit 4.14
2022
To1
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, 2022 and until December 31, 2022. Upon both parties' signing on at the bottom of this
agreement (this " 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 and all laws, regulations, rules and standards and any Caesarstone policies relating the Products and services provided herein.
| 1. |
Estimated Quantities and binding orders and supply
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Caesarstone's working plan for year 2022 is as follows:
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Product
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Quantity 2021
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1
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[***]
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[***]
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2
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[***]
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[***]
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3
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[***]
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[***]
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4
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[***]
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[***]
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5
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[***]
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[***]
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6
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[***]
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[***]
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7
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[***]
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[***]
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The above is Caesarstone's working plan is a non-binding purchases projection from Polat Xxxxx for year 2022 (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 2022.
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. Nothing contained herein shall be construed as an
obligation of Caesarstone to purchase any or all of the above quantities.
| 1. |
Prices.
For actual quantities of the Products: [***] that shall be ordered by Caesarstone during H1 2022- (Jan -1 to - Jun 30, 2022), Polat Xxxxx will charge from
Caesarstone US$[***] ([***] US Dollars) per ton, FOB Izmir.
For actual quantities of [***] MESH that shall be ordered by Caesarstone during H1 2022, Polat Xxxxx will charge from Caesarstone US$[***] ([***] US Dollars)
per ton, FOB Izmir.
For actual quantities of G material that shall be ordered by Caesarstone during H1 2022, Polat Xxxxx will charge from Caesarstone US$[***] ([***] US Dollars)
per ton, FOB Izmir.
For actual quantities of [***] "S" that shall be ordered by Caesarstone during H1 2022, Polat Xxxxx will charge from Caesarstone US$[***] ([***] US Dollars)
per ton, FOB Izmir.
For actual quantities of the Products: [***] that shall be ordered by Caesarstone during H2 2022- (Jul -1 to - Dec 31 2022), Polat Xxxxx will charge from
Caesarstone US$[***] ([***] US Dollars) per ton, FOB Izmir.
For actual quantities of [***] MESH that shall be ordered by Caesarstone during H2 2022, Polat Xxxxx will charge from Caesarstone US$[***] ([***] US Dollars)
per ton, FOB Izmir.
For actual quantities of G material that shall be ordered by Caesarstone during H2 2022, Polat Xxxxx will charge from Caesarstone US$[***] ([***] US Dollars)
per ton, FOB Izmir.
For actual quantities of [***] "S" that shall be ordered by Caesarstone during H2 2022, Polat Xxxxx will charge from Caesarstone US$[***] ([***] US Dollars) per
ton, FOB Izmir.
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| 2. |
Payment terms – – for Products that shall be purchased by Caesarstone during year 2022 payment terms shall be [***].
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| 3. |
The Products will be supplied by Polat Xxxxx in a timely manner, time being of the essence 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 Caesarstone’s 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. Title to the Products will transfer to Caesarstone upon delivery. Polat Xxxxx also
warrants that all Products will be supplied unencumbered by rights of third parties, and that all Products will be suitable for the purpose for which the order or for which the Agreement was concluded and fit to the intended use,
characteristics and/or reliability of the Products.
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| 4. |
Polat 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.
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| 5. |
Polat Xxxxx undertakes that it will indemnify and keep Caesarstone and/or anyone on its behalf indemnified, immediately upon demand, against all proceedings, costs, liabilities, injury, loss or damage arising out of a breach or negligent
performance or failure of performance of the terms of this Agreement, or any defect in the Products or the documentation supplied in respect of this Agreement or any other matter relating to the subject matter of this Agreement.
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| 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.
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| 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.
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| 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. Polat 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.
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| 9. |
Polat Xxxxx may not assign, delegate or transfer this Agreement or any of its obligations hereunder, without the prior written consent of Caesarstone.
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| 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.
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Please indicate your agreement with the above terms by signing both counterparts of this Agreement as provided below and return one fully executed copy to us.
________________________
By: _______________________
Title: _______________________
Date: _______________________
We hereby approve our consent to all of the above.
_____________________
Polat Xxxxx
By: _________________________
Title: _______________________
Date: _______________________
1 Certain identified information has been excluded from this document because it both (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.
