1.    Definitions:

“The Website” – Ashot’s website, at http://www.Ashot.co.il

“Order” or “Agreement” – an official document, signed by the Company’s authorized signatories, in which the Company ordered products and/or services from a supplier, including all the appendices constituting part of the same document.

“The Company” or “Ashot” – Ashot Ashkelon Industries Ltd.

“The Supplier” – any person and/or entity engaging with Ashot in an Order and/or Agreement for the supply of materials and/or products and/or services and/or work and/or knowledge.

“Items” – the materials and/or products and/or work and/or service ordered by the Company from the Supplier as part of an Order or Agreement.

“General Terms” – the terms listed hereunder, which may be changed by the Company at any time at its sole discretion.

2.    Order of priority:

These General Terms are in addition to any other provision or condition specified in the Order and/or Agreement between Ashot and the Supplier. In any case of contradiction and/or inconsistency between any of these General Terms and any condition in any other contractual document between Ashot and the Supplier (including other general terms and/or any other document that the Supplier referred to as part of the engagement or negotiations between the parties) – the provision of these General Terms shall govern, unless otherwise explicitly stated in the Order and/or Agreement.

3.    Change or update to the General Terms:

Ashot may, from time to time and without prior notice, change and/or update and/or derogate from any of the terms listed here, at its sole discretion. It is clarified that any such change will only apply to Items provided after the date on which the relevant change and/or update was made. It is the Supplier’s duty to monitor changes on the Website and in the General Terms, as they may be from time to time.

4.    Supplier’s undertaking:

The Supplier declares and undertakes that it has been duly incorporated, and that there are no pending proceedings or expected proceedings against it for liquidation, bankruptcy, reorganization, receivership, debt reconstructing or similar proceedings. In any event of a change and/or anticipated change in this matter, the Supplier undertakes to update Ashot at the first opportunity, otherwise this will be deemed a fundamental breach of the Agreement against Ashot. In any case where the Supplier has begun, voluntarily or involuntarily, a liquidation, bankruptcy, receivership or similar proceeding, this will be deemed a fundamental breach of the Agreement by the Supplier against Ashot, which will afford Ashot the right to cancel all the Agreements and Orders with the Supplier, immediately.

The Supplier declares and undertakes that there is no legal, contractual or other impediment to its engagement with Ashot and to the performance of its undertakings to it and that it will act to obtain the approvals and permits required by law for the purpose of executing and completing all the undertakings towards it.

The Supplier undertakes to comply with all the undertakings it undertook as part of the Order and/or Agreement, to treat Ashot fairly and provide the Items ordered from it by Ashot, at the highest standard and quality and in the latest version, unless otherwise stated in the Order.

If any Item is subject to an official, temporary or guiding standard, the Items subject of the Order will meet the requirements of those standards.

The Supplier will be liable for the supply of the Items at such quantity and time prescribed in the Order and/or Agreement. For avoidance of doubt, the Supplier shall not be entitled to advance the supply of Items from the date agreed upon in the Order and/or Agreement, without Ashot’s prior, written approval. In the event that the Supplier sends such supply earlier without Ashot’s approval, Ashot will be entitled to reject the receipt of the shipment or, alternatively, to confirm the receipt of the shipment while leaving the date of payment in accordance with the originally planned date.

5.    Ashot’s assets and the Supplier’s liability for safeguarding them:

Any raw and/or processed material and/or residues and/or chips created as a result of processing the material, as well as equipment, devices, raw materials, molds, dies, including any goods that are or part of them, including any specification and drawing, which Ashot delivers to the Supplier or bears the expenses of their purchase (hereinafter: “Ashot’s Assets”) are and shall remain the exclusive property of Ashot and the Supplier must not use them, except for the purpose of executing the Order. The Supplier will store Ashot’s Assets separately and appropriately in a manner that allows identification thereof as Ashot property.

Receipt of Ashot’s Assets by the Supplier will serve as decisive proof that they were of good and suitable quality for the purpose of executing the Order, unless the Supplier notified otherwise within 3 days of receiving Ashot’s Assets providing evidence to substantiate its claim within this period.

The Supplier is liable for Ashot’s Assets, for safeguarding them and for their proper maintenance, and for any loss or damage to Ashot’s Assets, including depreciation and wear and tear caused as a result of the work on Ashot’s Assets, regardless of the reason, whether or not it was caused by the Supplier’s negligence, whether the damage was caused by the Supplier itself and/or by its employees and whether it was caused by any third party. The Supplier is obligated to return Ashot’s Assets to Ashot immediately upon receipt of such a demand from Ashot, and will be liable for the transportation and all that it entails, including preparation and packaging for shipment in a manner that will ensure their arrival to Ashot without any damage.

6.    Ashot’s Knowledge:

Any Knowledge that Ashot provides to the Supplier or bears the expenses of the purchase and/or acquisition thereof and any Knowledge obtained due to development or research that Ashot pays for or bears the expenses thereof or obtained due to the placing of an Order or through monies paid by Ashot under the an Order, shall be solely owned by Ashot, and the Supplier must not use it except for the purpose of executing an Order and/or any of the Supplier’s other undertakings to Ashot. The Knowledge will be kept by the Supplier in such a way as to prevent its transfer to any other person and the use thereof by other people.

Hereabove and hereunder “Knowledge” – copyrights, patents, drawings, design documents, work methods and tool planning, terminology of parts, software, instructions and procedures relating to development, production, assembly, quality control, acceptance tests, maintenance, including those relating to production tools, assembly, testing, and maintenance and any other written material related to or involved in development, production, assembly, testing or maintenance. “Knowledge” also includes any idea, method, and information that is not common knowledge, whether or not they are protected by patent law, copyright or other legislation, as well as the results of the execution of the work (including, but not limited to, examination reports, experiment, correction methods, etc.). “Knowledge” also includes any document, registration, software, magnetic, optical, and other storage media used to store classified information or any other medium on which the “Knowledge” is recorded or described.

“Knowledge” classified as “strictly confidential” that is stored on magnetic or optical media, will be stored on detachable media only (floppy disk or detachable disk) which will be delivered to the possession and ownership of Ashot at the end of executing the Order.

7.    Use of Ashot’s Assets and/or Ashot’s Knowledge:

Any use of Ashot’s Assets and/or Knowledge other than for the purpose of executing the Order requires Ashot’s prior, written approval as well as a special agreement to be drawn up with Ashot, which will provide for the terms of use of the equipment, payment of consideration for the use, the method of collection of consideration, and the methods of supervision of this use.

In consideration for the use of Ashot’s Assets and/or Knowledge for purposes other than for Ashot, royalties and/or usage fees will be due to Ashot, at a rate decided by Ashot, and Ashot will be entitled to offset any such amount due to it from the Supplier against the amounts to which the Supplier is entitled based on this Order or on any grounds whatsoever, without derogating from any right available to Ashot by law and/or contract.

It is hereby clarified that the Supplier may not use and/or indicate and/or publish the name of Ashot and/or the name of Ashot’s customers and/or the products/service/work provided by it to Ashot, without obtaining Ashot’s prior, written approval regarding such use and/or publication.

8.    Supplier’s liability for maintaining confidentiality:

The Supplier is liable to Ashot for keeping and properly maintaining the Knowledge. The Supplier undertakes to keep in confidence the Knowledge and information and documents related to the execution of any Order or undertaking the Supplier has to the Company, which will reach its attention during or as a result of execution as well as information that reaches the Supplier by accident or by mistake, or information to which it was exposed by accident or by mistake. The Supplier undertakes not to use such Knowledge or information or documents or any part thereof other than for the purpose of executing its undertakings to the Company.

The Supplier hereby declares that it is aware that failure to comply with such undertaking may constitute an offense under law, including a breach of the provisions of the International Traffic In Arms Regulations of The United States of America (ITAR).

The Supplier hereby declares that it is aware that disclosure of Ashot’s trade secrets may cause Ashot and third parties associated with it serious damages.

The Supplier undertakes to bring the provisions of this section to the attention of all its employees, including subcontractors, and it will be liable for their maintaining confidentiality as stated in this section.

9.    Damage indemnity:

The Supplier will be liable to Ashot, its employees and managers, for any claim and/or demand for damage or loss, to the body or property of any entity, caused for any reason whatsoever, in the course of or due to the execution of the Order and/or any of the Supplier’s other undertakings to Ashot.

The foregoing shall not apply to liability originating from the negligence of Ashot, its employees or people acting on its behalf, if the act of negligence was committed in a place that is not under the Supplier’s possession, control or supervision.

In any case where liability under these terms and/or the Order and/or the Agreement and/or by law is imposed on the Supplier, the Supplier will compensate Ashot immediately upon first demand, for any amount of damage and/or loss that will be caused to Ashot and/or its employees and/or anyone on its behalf, including legal expenses and attorney’s fee.

The Supplier undertakes to indemnify Ashot, its employees, managers and people on its behalf, for any amount that they will be charged for any such damage or loss, within a period that will not exceed 14 days from the date of the demand by Ashot and/or anyone on its behalf. Ashot will notify the Supplier of any claim and/or demand filed against it, and the Supplier will be entitled to apply to the court to be included as a party to any proceeding that will be filed.

10.    Insurance:

In order to secure the fulfillment of the Supplier’s undertakings under these terms, and without derogating from any of the Supplier’s other undertakings to the Company, the Supplier shall insure Ahost’s Assets, at its own expense, at their full value against all risks, and will also insure its own liability under Sections 7-9 above. The insurees will be, in addition to the Supplier, Ashot, Ashot employees, managers and anyone acting on its behalf.

Without derogating from the Supplier’s liability, Ashot may demand the Supplier that before procuring any such insurance contract, the Supplier will obtain Ashot’s consent to the scope of insurance and the other terms of the insurance contract. In addition, and without derogating from the generality of the foregoing, Ashot shall be entitled to demand that the insurance of Ashot’s Assets will indicate that all payments due to Ashot thereunder shall be paid directly to Ashot. The Supplier shall provide Ashot, upon its first request, with the insurance contract and the receipts for payment of the current insurance premiums.

For the avoidance of doubt, the provisions of this section or the procuration of such insurances shall not exempt the Supplier from any liability for any damage covered or not covered by any of the insurance policies and shall not derogate from the Supplier’s liability under these terms, the Agreement or law, including but not limited to, the Supplier’s obligation to product warranty for a period not less than one year from the date of receipt by Ashot.

11. Right to supervise and receive information:

Ashot may place representatives and/or inspectors on its behalf, who will be entitled to supervise the execution of the Supplier’s undertakings under these terms and/or any Order and/or any other undertaking of the Supplier to Ashot, including examining the planning, production and work processes, the standard of planning and work, the standard of materials, and the pace of fulfilling the Orders by the Supplier at every stage.

The Supplier undertakes to allow Ashot’s representatives to perform such supervision and inspections, and to provide them, in this regard, with any assistance they may require, including providing entry to Ashot’s representatives at any time to any place where any work is carried out in connection with the fulfillment of the Order and to any place where Ashot’s Assets are located, as well as to any place from which materials and equipment related to the execution of the Order are brought. The Supplier will make available to Ashot, if required, a suitable place at the premises of the factory with appropriate equipment and conditions that will be required for Ashot’s representatives to carry out the inspection and supervision properly.

Such a right to supervise and the use of the powers of Ashot and its representatives in accordance with the provisions of this section shall not impose on Ashot any undertaking or responsibility and shall not exempt the Supplier from any liability or undertaking.

Without derogating from the foregoing, the Supplier undertakes to allow any entity authorized by Ashot, including Ashot’s customers or an authorizing or inspecting entity, to visit any place where work is carried out in connection with this Order, and to carry out inspections to ensure that the Order is executed properly.

Ashot may, at any stage, require the Supplier to report to it on the progress of work or production.

The Supplier shall provide Ashot, upon its request, with any information relating to the expenses the Supplier incurred in connection with executing the Order and/or any of its other undertakings to Ashot, and Ashot shall also be entitled, through representatives authorized by it, to review the Supplier’s account books and any other document relating to the expenses or revenues that the Supplier incurred in connection with the Order and/or any of the Supplier’s other undertakings to Ashot.

In its engagements with its subcontractors, the Supplier shall ensure that the provisions of this section shall be respected, mutatis mutandis also by the subcontractors.

12. Unsuitability:

The Supplier is liable for any defect, flaw, unsuitability or other fault in the design, the ordered Items or any part thereof, including the accompanying paperwork and their packaging, which arises from execution, materials, planning or work or which are inadequate, defective or incompatible with the required standard or which are incompatible with Ashot’s requirements and Orders, or with the quality or properties required for the use for which they are intended or with specifications or designs (hereinafter: “Unsuitability”).

In any case of Unsuitability which is discovered at the time of receipt of shipment, Ashot’s representative will determine whether to accept the shipment, in whole or in part. Products suspected of Unsuitability will be omitted from the delivery note before its approval and will be considered as products not supplied.

The Supplier will be responsible, at its own expense, to remove from the premises of Ashot factory products the receipt of which was rejected within two business days from receipt of Ashot’s rejection notice.

In the event that Ashot decides to rectify the Unsuitability itself and/or through another party, the Supplier will bear the costs of rectifying the Unsuitability, including expenses related to shipping, packaging, etc., as necessary.

In any case of Unsuitability, whether discovered at the time of receipt of the shipment or thereafter, the Supplier will cooperate with Ashot’s representatives and will act in accordance with their instructions to correct the Unsuitability, including repairing the services and/or products provided by the Supplier, providing alternative services and/or products, bearing the cost of repairing and/or replacing the services and/or products, compensating and/or indemnifying Ashot for any damage and/or expense and/or reduction and/or payment that Ashot will be required to pay to any third party, immediately upon receipt of Ashot’s demand. The Supplier will, as required by Ashot, perform a comprehensive internal investigation, as required, and will present to Ashot its full findings, including corrective and preventive actions, at such time as shall be specified by Ashot’s representative.

Without derogating from the rights available to Ashot in an event of Unsuitability, the Supplier shall bear the cost of locating the Unsuitability in Ashot factory, inspection of products and/or services, examination and performance of technical changes, and any other action designated to repair the fault, including shipping, transportation, and storage costs, in accordance with Ashot’s accepted tariffs for these actions.

In the event of extreme Unsuitability, which cannot be rectified within 7 days from the date of its discovery by Ashot and the report thereof to the Supplier, Ashot will be entitled, in addition to all its other rights, to cancel the Order and/or Agreement and/or any other undertaking it has to the Supplier, without any consideration or compensation to the Supplier beyond payment for the proper products and/or services actually received by Ashot and approved by Ashot as such that meet all the required conditions.

13. Delivery of Items:

The Supplier is liable for providing the Items ordered at the designated place and time and according to Ashot’s accepted work procedures. Concurrently with providing the Items, the Supplier will provide Ashot with a delivery note that includes a meticulous description of the Items, including: serial numbers, prices, drawing number, etc.

The Supplier will concurrently provide Ashot with a copy of the invoice in the form required by Ashot for the Items under the Order and/or Agreement, along with a certificate confirming delivery of the Items to Ashot and together with the quality paperwork as stipulated in the Order.

In the event that such documents are not attached to the Items, the Items will be deemed to not have been provided, until the date of furnishing the missing documents.??? It is clarified that in the event that the Supplier chooses to leave the aforementioned Items within the premises of Ashot, the Supplier will be fully liable for them, and Ashot will not be liable for any damage and/or shortage discovered in connection with these Items at the time of completion of the missing documents.

Without derogating from the foregoing in this section, the Supplier must provide Ashot’s Accounting Department with the original invoice within 14 days from the delivery date of the Items.

14. Breach of undertakings by the Supplier:

If Ashot is in the opinion that the Supplier has breached the terms set forth herein and/or the terms set forth in the Agreement and/or Order by a fundamental breach and has failed to rectify the breach within 7 business days from the delivery date of Ashot’s notice to the Supplier, Ashot shall be entitled to cancel the Order and/or Agreement, at its sole discretion, without derogating from its rights to be compensated for any damage caused to it due to such Supplier’s breaches.

The aforesaid does not derogate from the Ashot’s power to cancel the Order due to a non-fundamental breach as stated in Section 7(b) of the Contracts (Remedies for Breach of Contract) Law, 5731-1970.

If the Supplier finds out that a delay in supply or another breach of the terms of this Order is expected, it must immediately notify Ashot in writing. In the event that a delay in supply is expected, the Supplier must indicate in the notice the reasons for the delay as well as the expected delivery date. A notice as stated in this subsection shall be deemed as an expected breach, and Ashot shall be entitled to all the remedies as a result, as specified in these terms, in the Order and under any law.

In the event of a delay in delivery, Ashot will be entitled to compensation from the Supplier, in the amount of 1% of the value of Items, for each week of delay, up to a maximum of 10% of the value of Items, as pre-agreed liquidated damage. This payment does not derogate from Ashot’s right to reject and/or refuse to accept the Order or part of it. In the event of a delay exceeding 30 days, Ashot shall be entitled to cancel the Order and/or Agreement, at its sole discretion, without derogating from its rights to be compensated for any damages it has incurred due to such delay.

If Ashot cancels the Order, in whole or in part, due to a breach by the Supplier, Ashot may place an order with another supplier, for items which are similar or alternative to the Items subject of the Order, and charge the Supplier the full difference, if any, between the price of the replacement Items and the price of the Items in the Order. It is clarified that where Ashot will purchase the alternative items at a price lower than the price of the Items in the original Order, the Supplier will not be entitled to any discount and/or refund.

If Ashot cancels the Order or part thereof due to a breach by the Supplier, the Supplier shall refund Ashot any amount the Supplier received from Ashot on account of the part canceled in the Order. The amount to be refunded will be linked to the price of the Items, work or service (in accordance with the linkage and price increase provisions in the Order or the appendices thereof) and will bear interest at the rate of interest in arrears customary by Bank Hapoalim, from the date it was given to the Supplier until it is actually refunded to Ashot.

Without derogating from any of the provisions of this section, in any case of breach of any undertaking by the Supplier, whether or not the Order was canceled by Ashot as a result, the Supplier undertakes to indemnify Ashot for any fine and/or expense of any kind, which will be imposed on Ashot by its customers and arising from the Supplier’s breach.

The Supplier shall not be liable for breaches caused by circumstances that constitute force majeure over which the Supplier had no control or ability to foresee. It is hereby clarified that a strike, which is not a national strike, curfew, the Corona virus and/or a security situation which is not war, will not constitute force majeure.

15. Cancellation of an Order by Ashot without breach by the Supplier:

In the event that the Supplier has not breached its undertakings to Ashot, Ashot will also be entitled to, at its discretion and at any time it deems appropriate, cancel an Order, in whole or in part, by a written notice to the Supplier. In such a case, the following provisions shall apply:

Ashot will pay the pro-rata portion of the Order, for the Items provided to it prior to the cancellation notice.

If on the day that the Supplier is given the cancellation notice under this section, the Supplier has Items that it must provide in accordance with the Order within one month from the date of the cancellation notice, and these Items are finished and ready for delivery, Ashot will pay for them in full upon receipt.

For the Items or work or service that were not provided due to the cancellation of the Order as stated in this section, Ashot will pay the Supplier for the reasonable direct costs incurred by the Supplier in practice, until the receipt date of the cancellation notice, due to the Supplier’s undertakings to Ashot, provided that the Supplier proves the said costs to Ashot, provided that these costs were incurred by the Supplier within the time of organization and/or preparation of the Items for delivery on the date prescribed in the Order, and provided that the Supplier has made its best efforts to reduce these undertakings and minimize its damages. In any event, it is clarified that such payment shall not exceed the value of the Items in the Order.

It is clarified that in such a case, Ashot will have the right to choose not to cancel the Order for such or other Item and request the Supplier to supplement the Item, such that Ashot will pay the full price prescribed for the Item in the Order.

The Supplier shall refund Ashot any payment made to it on account of Items that were not provided due to the cancellation of the Order as stated in this section.

For avoidance of doubt, it is hereby emphasized that the Supplier will not be entitled to any additional compensation or payment from Ashot due to the cancellation of the Order in accordance with this section, including a claim of “cancellation fee” and/or penalty and/or any other payment.

16. Changes upon Ashot’s request:

At any time prior to the supply of the Items to Ashot, Ashot may require the Supplier to make changes to the Items, specifications or timetables for the supply of those Items, by a written notice to the Supplier. In such a case, the following provisions shall apply:

If the parties agree that the required changes do not involve a change in costs of more than 10% of the price of the Items in Ashot’s Order, the Supplier will make the changes required by Ashot, at no additional cost.

If the parties agree that the required changes involve a change of more than 10% of the price of the Items in Ashot’s Order, the Supplier will make the change required by Ashot changing the price as agreed by the parties. For avoidance of doubt, the Supplier may not make the change without obtaining Ashot’s prior, written approval.

In the absence of such agreement between the parties, this matter will be brought to the decision of a person who will be agreed upon by the parties, and if the parties fail to agree, a person who will be appointed for this purpose by the head of the Bar Association (subject to his approval by Field Security Department). This person’s decision regarding a change (or the absence thereof) in price or will be final.

In any event, the Supplier must, if so required in writing by Ashot, begin performing the required changes by virtue of this section, without delay and without waiting for obtaining such consent or decision.

The provisions of this section do not derogate from the power to cancel the Order, in whole or in part, by virtue of other provisions in this Agreement or under any law.

17. Fixed prices:

Prices set in the Order are pre-agreed and fixed and no increment will be paid for them (except for linkage differentials or price increase if these were provided for in the Order or the appendices thereof). Without derogating from the aforesaid, it is emphasized that such increment will not be paid for a delay in payment of the consideration by Ashot resulting from the Supplier’s failure to deliver a timely invoice and/or for non-supply on the date specified in the Order. Without prejudice to the generality of the provisions of this section, the provision regarding non-payment of the increment shall also apply to taxes, levies, compulsory payments, etc.

18. Offset and lien:

Ashot shall be entitled to offset any amount due to Ashot from the Supplier under the terms set forth herein and/or in the Agreement and/or Order and/or under any law, against the amounts due to the Supplier from Ashot.

In the event that the Supplier fails to meet any of its undertakings to Ashot, Ashot shall be entitled to withhold monies from the Supplier which are in credit of the Supplier from time to time, until the Supplier meets its undertakings as aforesaid. No linkage and/or interest shall be paid for such delay of money.

The Supplier hereby waives the right of lien, insofar as this right is vested in it by law.

19. Prohibition of transfer:

The Supplier may not transfer any Agreement and/or Order, in whole or in part, directly or indirectly, to any other person or entity without Ashot’s prior, written consent. Such consent, if given, will not create any rivalry on the part of Ashot against the other supplier, unless Ashot explicitly agreed to that. In any event, the Supplier will always remain liable to Ashot for the execution of the Order and the fulfillment of the entire content thereof, together with the other supplier.

Notwithstanding the foregoing, Ashot allows the Supplier to execute up to 15% of the value of the Order through subcontractors on its behalf, without this affecting or reducing the Supplier’s liability and undertakings under these terms, the Order. and the Agreement.

20. Supervision:

Ashot may supervise the execution of the Supplier’s undertakings to it, including by authorizing representatives on its behalf, who will be authorized to examine the design, production processes and works, the standard of materials, the pace of execution of Orders, and other relevant issues. The Supplier undertakes to allow Ashot’s representatives to carry out such supervision, and to assist them in whatever they require for this purpose, including entry permissions to Ashot’s representatives to any place where any work is carried out in connection with the execution of the Supplier’s undertakings to Ashot, as well as any place from which materials and/or equipment related to the performance of such undertaking are brought. If required, the Supplier will make available to Ashot’s representatives a suitable place on the premises of the factory with appropriate equipment and conditions that will be required for Ashot’s representatives to carry out the inspection and supervision properly.

In addition, Ashot may, at any stage, require the Supplier to report to it on the progress of work or production.

It is hereby clarified that such supervision as well as exercising the powers of the Company and its representatives in accordance with the provisions of this section, will not impose on the Company any obligation or responsibility or exempt the Supplier from any responsibility or obligation.

21. Ashot account manager with the Supplier:

The Supplier shall appoint a representative on its behalf who is subject to the Supplier, has experience, expertise, and understanding in the field of services to serve as Ashot account manager with the Supplier and serve as the Company’s relevant contact person vis-à-vis Ashot in all matters relating to the Supplier’s performance of its undertakings under this Agreement (hereinafter: “Ashot Account Manager”). The Supplier will notify Ashot of the appointment of Ashot Account Manager, will provide Ashot with any details required of Ashot in connection with him, and will receive its approval for his appointment. Ashot Account Manager will be responsible for the following matters and actions: continuous contact with Ashot’s representative, receiving assessments from Ashot’s representative regarding the expected type and amount of services that Ashot will purchase, from time to time, during the term of the Agreement, ongoing advice regarding the services as stated in the Agreement, supervision of the supply and return of products, and coordination in connection with these activities.

Ashot Account Manager will arrive at Ashot factory at the request of Ashot’s representative, during normal business hours, and at reasonable notice in advance. Nevertheless, in the event of an urgently required service, Ashot will contact Ashot Account Manager also outside normal working hours, and the Supplier’s representative will make every effort to comply with Ashot’s requirement.

In order to ensure continuous and adequate service, the Supplier is required to take the necessary steps under the circumstances in order to avoid, to the extent possible, the replacement of Ashot Account Manager, and in any case where it is required to replace Ashot Account Manager for reasons that are not dependent on the Supplier, the Supplier will notify Ashot’s representative, as soon as the Supplier becomes aware of it and to the extent that it depends on it, at least two weeks in advance and in writing.

Ashot shall be entitled to require the Supplier to replace Ashot Account Manager, for any reasonable reason, and the Supplier shall do so, no later than one week from the day it was asked to do so.

22. Waiver:

No waiver, failure to act or grant an extension by one party to the other shall be deemed a waiver of the rights of that party under any law or under the Order, unless such party explicitly waives them in writing. It is emphasized that such a waiver will only be valid if given by the authorized signatories who signed the Order or by their substitutes.

23. Applicable law and jurisdiction:

Unless otherwise stated in the Agreement or Order, the provisions, execution, and interpretation thereof, including the provisions of this document, will be subject to the laws of the State of Israel, and Ashkelon Magistrate Court or Beer Sheva District Court (as applicable) shall have exclusive jurisdiction to hear any dispute and/or disagreement and/or lawsuit that may be filed in connection with the parties’ engagement.

Without derogating from the aforesaid, before filing such a lawsuit in connection with the Agreement and/or Order and/or these terms, the parties undertake to conduct a mediation proceeding in an attempt to resolve the dispute through a representative on behalf of Ashot CEO on one hand, and the Supplier’s CEO on the other. If the parties fail to reach understandings after this proceeding, the parties will contact an agreed-upon mediator in an attempt to reach understandings with his assistance. If the parties fail to agree on a mediator, they will do so with the assistance of the Bar Association.

The parties will be able to apply to the court stated above only after one mediation session at least with the agreed mediator. Any lawsuit filed by any of the parties without the above-mentioned mediation proceedings having been exhausted shall be outright dismissed, and the filing party undertakes to bear the expenses of the other party prior to the dismissal of the lawsuit.

24. Notices:

Any notice in connection with the parties’ engagement will be given in writing and will be delivered in person or by registered mail according to the addresses mentioned in the Order. Notices on behalf of Ashot are only valid if signed by a person authorized to do so under the Company’s signatory rights.