1.

2.

Prices – For actual quantities of * that shall be ordered by Caesarstone during year 2020, Polat Maden will charge from Caesarstone US$* (* US Dollars) per ton, FOB Izmir.

3.

Payment terms – for Products that shall be ordered by Caesarstone during year 2020 payment terms shall be *.

4.

 

The Products will be supplied by Polat Maden 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 Maden shall not have any claim with respect to such cancellation. Polat Maden shall be fully responsible for any incompatibility or defects of the Products. Notwithstanding the aforementioned, Polat Maden 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 Maden (an "Incompatibility Notification"), Polat Maden 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 Maden 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 Maden 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 Maden 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.

5.

Polat Maden will maintain in confidence the terms of this Agreement as well as any other information delivered to Polat Maden by Caesarstone without time limitation.

6.

 

Polat Maden 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.

7.

 

 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.

8.

This Agreement constitutes the entire agreement between Polat Maden 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.

9.

 

Polat Maden 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 Maden agrees to comply with such laws and recognizes that Caesarstone will be damaged by his non-compliance.  In addition, Polat Maden hereby acknowledges that unauthorized disclosure of confidential information may be in violation of the securities laws.

11.

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.