249969 09/24/15 ; f�Z , CITY OF CARMEL, INDIANA VENDOR: 368932
li ® �• ONE CIVIC SQUARE COMPASS MINERALS AMERICA
CHECKAMOUNT: $*********0.30*
r. V
CARMEL, INDIANA 46032 PO BOX 277043 CHECK NUMBER: 249969
ATLANTA GA 30384-7043 CHECK DATE: 09/24/15
DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION
601 5023990 71376160 .30 OTHER EXPENSES
® Corn ass —
INVOICE
Minerals —
Page-1 of 1 -
-
-
PLEASE REMIT TO/SELLER:''. FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBER
COMPASS MINERALS AMERICA
P O BOX 277043 48-1047632 NET 60 DAYS 9/10/2015 71378537 =
ATLANTA, GA 30384-7043
SOLD TO: 462129/ C54512
CARMEL UTILITIES SHIP TO: 505808/CS54514
3450 W 131 ST ST CARMEL UTILITIES
WESTFIELD, IN 46074 5484 E. 126TH STREET
CARMEL, IN 46033
UNITED STATES
SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADINGORDER NUMBER ORDER TYPE
— 10995—AUGUSTROBBENSSONS
- - - -- -�-- 09/10%15 W15UO3 - 1525437 - -1525437 SO- -- -
CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. FREIGHTTERMS TERRITORY
76599 178 - PRODUCT DELIVERED TRUCK C08
TAX STATUS TAX ID# RELEASE# SALES REP
EXEMPT 0031201550 - C08
PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE
7517 COARSE ROCK SALT Y 25.4400 TN 96.00 2,442.24
SUMMARY:
PRODUCT 2,442.24
FREIGHT&FUEL
SUBTOTAL 2,442.24
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . .50,880.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-600-743-7258
THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,442.24
WE APPRECIATE YOUR BUSINESS IN US DOLLARS
This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>> >
(Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS
TERMS AND CONDITIONS OF SALE
L PARTIES. "Seller"is identified in the"Remit To'section and"Buyer"in the`Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement")relate or are attached.
2.OFFER. No terve; in Buyer's bid.-purchase order or other form shall be binding upon Seller. Seller rejects additional/differcm terms in such Hu_-rr's documents. SELLER'S OFFER IS
EXPRFSSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT.
3:,1'RIGES; TAXES— L\-1--.P ,IAS:OTHERwfSE"SPECTFiFD:\,-.Trlls AGREEivlLNT";PRIL,t.S TR7_SUb'JECT--'f{)"Z 1f\i C RET?1711
OTHERWISE
SPECIFIED THIS AGREEMENT,AT SCLLGR'S PRICE IN EFFECT ON- SCIiEDULED DATE'OF Sl111T\4 T Prices nIa}�ir,imoryipp dacumcni arc tel oC,Tll
aWpliarble discounts laid ij tiltnt fiona),allowances. References to tons"njeans short tons(?OQO'IUS'tt}unless othenvrsu sT e4i[ted. _ lay tax or other go+ ninicnfal char els now c1 tear afrer �p(:ied
_-open-production,severance.manufacture,delivery,storage,consLimptlon,`sale,use or sliipiiteOf of fioducls ordered w'sold arc not included m cllcr's price at\drrtilrb,��cJtarg�n[q_;Itt,,'.ptti<I by
Buyer. S
d.CANCFLLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Sellcr'and(2)payment to Seller of reasonable cancellation
charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accented by Scller("Products")are shipped.Seller has no
obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment).
.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may.in its sole judgment,
require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment of by letter of credit. Credit payment terms must have the prior approval of-
Seller's
fSeller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise hyith respect to due payment from Buyer or with
respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries
or require reasonable assurance ofpayment,and in the absence thereof.to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser o+I S per month(IS"S.-
APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on it past due invoice will be assessed from the date orthe invoice. r\mJrinL owed h) Barer
with where there is no dispute will be paid without set-off for any amounts that Buyermay claim are owed by Seller. Buycr agrees to reimburse S,llcr f-or all atiome.v Ices and court costs in
connection with default of these payment terms by Buyer.
6.DELAYS. All orders are subject to Seller's ability to make delivery at the time:and in the quantities specified,and Seller'shall not he liable for damages for failure to make partial or complete
shipment or for anv delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably eviihin Seller's control(including bili not limited to delay's
or defauhs by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods.fires,dorm;,or other acts of Gild,war Or act of
public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other
force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested info minion to Seller,delays resulting from order changes by
Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer.
7. SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document, all transportation charges, including, but not limited to. Seller's and
carrier's charges for notification prior to delivery,demurrage.switching,detention. delay in unloading,diversion.or reconsignment shall be the sole responsibility orBuyer. Buycr will assume title
and risk of loss concurrenily in accordance with Sellers invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance++iih all regulations e:nd
ordinances and will indemnify Seller against all claims for personal injuries or-property damage arising from the storage,use or handling of such Produ, s: Claims for damage or shortage in iransii
must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify ary such damage or shortago and sce that appropriate notation is
made on the delivery tickets of an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Bu\tr, 13uyer is solely
responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buycr to the rail carrier. Without Sellers prior written approval,
neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for
and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties.demands and taxes directly caused by or incidental to such use of the railcars by Bu}'er.
S.AIARIZANTY/T1MF.FOR MAKiNG CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conrunn to the published
specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTI IER WARRANTY OF ANY KiND.EXPRESSED OR IMPLIED.IS MADE BY
SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OP \d ERCIIANTA131L1TY. FEYNESS FOR A
PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,Warranty,Or guy other claim under this Agreement+e ifhin thirty(30)days
of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account orany defect in the Products shall be
limited to the replacement ofsuch defective Products by Seller. In the event the remedy provided herein shall be deemed to have tailed its essential purpose,then Buyer:hall be entitled only to a
rerund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the comract [,it-sale or oihcrnvise with respect to
Products will be commenced more than one(1)year after the accrual of the cause of action thereto.
9. 1AMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAiM ARISING UNDER OR IN CONNECTION WiTH THIS AGREENIENT WILL BE LIMITLM TO THE- NET
PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. iN NO EVENT SHALL SELLER 1317 I-IA13LE TO BUYER OR ANY THIRD PARTY 17OR ANY
1NDIRh.CT, INCIDENTAL. CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAiM, WHETIII-R BASED ON WARRANTY, CONTRACT, OR TORI'
1'�('LUDING NEGLK;I?NCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons o property resulting from the use of the Products delivered hereunder in
manufacturing processes of Buyer or in combination with other substances or otherwise.
IIt :SDE\C;iFICA'1"10\. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFIi_IATES AND THEIR RI-SPECTIVi" mRi,�I-vl,nR F 1'
-U':'-E.F.S.-i)i-nICF.RSo-DIRECTORS,SiIAREI-IOL.DERS.-INSU'RERS,.AGL-NTS.AND RE['RES cNT,iTI\"GS (COLI-i.�il'�:'i:Ll. "!:.i.�. „�_�: i'.+R t.;_,., �, .:.v..: AL,
LIABILITIES,DAMAGES,SUiTS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'PEES)(COLLECTIVE-LY,"LOSSES"), FOR ANY DAMAGE,
INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT,OF THE PERFORMANCE OF THiS AGREEMENT. INCLUDING WiTHOUT
LIMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LIMITATION, BUYER OR iTS EMPLOYFFS),
WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE.TORT,STRICT LIABILITY.INTENTIONAL MISCONDUCT,OR FAULT
OF ANY KIND. AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE. ERROR, OMISSION. OR BREAC'II OF THIS AGRFF%IGNT OR NON-
CO?APLiANCE WITH APPLICABLE LAWS BY ANY INDEX,INIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OFTIPS AGRkl MFN'T.
11.SF.CURITiINTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof'unnl the purchase pncc thcrci'or is full) pard.
Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such SCeurnh'Interest.
12. LECAL COMPLIANCE. Buyer and its employees/agents (I) will comply with all applicable U.S. federal, state, local and foreign laws and regulation,, including the U.S. Export
Adnuniclration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectivcly."Laws"):E.1 Will not subject Sellcr to any claim,penalty or
loss of benefits under the Laws:and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's rcqueat,Buyer will deliver a certificate to Seller In a form provided by
Seller.certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Sellcr.
1.3.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Sell Ice consent to the
jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject
matter Ijereor.no modification may be made,unless in writing and signed by the parties:and no,ickiioNvlc(igniciiUicceptailec ofpurchase order forms containing different/additional terms shall ha\c
force or:effect. Seller's failure to enforce any provision will not be a waiver of its Fight to CnIbrce,such_provision or-navy othecprovision then or thereafter. Any unenforceable provision shall he
enforced to the extent it is enforceable.Any provision intended to survive.'shall survive this r\grecriieitt's termination/expIirfltion and the consummation of the transactions contemplated hereunder..
4
Compass —
INVOICE -
Minerals -
Page-1 of 1 -
-
�I
PLEASE'REMITTO/SELLER: '' FEDERAL ID#: PAYMENT TERMS INVOICE DATE INvOICE NUMBER
PCOMPASS O BOX 277043�LS AMERICA
48-1047632 NET 60 DAYS 9/9/2015 71377950
ATLANTA, GA 30384-7043
SOLD TO: 462129/C54512
CARMEL UTILITIES
3450 W 131ST ST SHIP TO: 505808/CS54514
WESTFIELD, IN 46074 CARMEL UTILITIES
5484 E. 126TH STREET
CARMEL, IN 46033
UNITED STATES
SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING JORDERNUMBER ORDER TYPE
-_1.0995=-AUGUSTROBBENSSONS_-__,
09/09/15 W15005 --
152543 C_ 1525431 SO—
CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. IFREIGHTTERMS TERRITORY
76599 178 - PRODUCT DELIVERED TRUCK C08
TAX STATUS TAX ID# RELEASE# SALES REP
EXEMPT 0031201550 - C08
PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE
7517 COARSE ROCK SALT Y 25.3400 TN 96.00 2,432.64
SUMMARY' (—
PRODUCT 2,432.64
FREIGHT&FUEL
SUBTOTAL 2,432.64
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . . 50,680.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-800-743-17258
THANK YOU FOR YOUR ORDER PLEASE PAY>>> 2,432.64
WE APPRECIATE YOUR BUSINESS IN US DOLLARS
This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>> >
(Terns and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS
TERMS AND CONDITIONS OF SALE
1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold Ta"section of an invoice to which these Te ms and Conditions of Sale("t\g eemenC')relate or ore attached.
2. OFFER. No terms'in Buyer's bid:purchase order or other form shall be binding upon Seller. Seller rejects additional/diffcrcnt terms in such Buycr'.:documents. SELLER'S OFFER iS
--EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT.
3_ PRI(,ES; TA`ES \Cl y?.',A `OTHER` I5E'8PrC1FIE0 IN Tli(g AGREEMENT ;$JZT,,ESARL;SUBIECT'TO'CFG i't 1 ( TI1 II7`rOTIC':' ORT)T -\jiii,L':13f INC-C71�. U.
_UNLESS OTHERWISI SPECIFIED IN THIS AGREEMENT,A7 SELLER'S PRICE IN EFFECT ON THE SCHEDULED DA-ri dh SI IIPMENjf. Prices on the ttagtctn l uunx tf-arenet ul;all
a il'icab•1c discounts qnd ironiotibhal'allonvanccs. Rcferencey to"%tons"means shot lora•2QOOdhst}unless ntherwises ecoid(; Any tax or other governmental charges no.x 4 r Iter iaer�gyi�d
pi c 1 (: ,.. P. , .fit 1
•—upon production,severance,manufacture,delivery,storage,consmmption„sale,rise or shipment of Products ordered or sold arc not included in Seller's price a tntl;vift�be-,¢h aged to�nud.-pai&by
Buyer.
4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and t-_')pavn Cut',0 Seller ol`rcasonable cancellation
charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no
obligation uncia any order submitted by Buyer(and may cancel the order at any time prior to shipment).
5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its solejudgment.
require such other payment terms as Seller decors appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of
Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with
respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries
or require reasonable assurance ofpaynient,and in the absence thereof,to cancel,without liability,the tutfilled portion of Buyers order. A Finance charge of the lesser of I. ”, per month(IN'.,-
APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed Cron the erne of the invoice. Amnamts owed by Burr
with where there is nn dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all atromev Coos and court costs in
c,wnrcrion with deCtult of these payment terms by Buyer.-
6.DELAYS. All orders are subject to'Setler's ability to make delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make primal or complete
shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonablywithin Seller's control(including but not limited to dclays
or defaults by carriers.extreme cold weather•partial or total failure of Seller's intended production,transportation or deliver}'faciliti,.etc.,floods.fires.storms,or other acts of God,war or act of
public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority.or other
force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information lo Seller,delays resulting from order changes by
Buyer,or delay in unloading shipments at the delivery point that are the fault of Buycr.
7. SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all unnsporiation charges. including,but not limited to, Seller's and
carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion.or reconsignment shall be the sole responsibility of Buycr. Biivcr will assume title
and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and
ordinances and will indemnify Seller against all claims for personal injuries or.property damage arising from the storage,use or handling of such Products. Claims for damage or shortage in•transit
must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and sec that appropriate notation is
nnadc on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support it claim. Upon transfer of the Products' risk of loss to Buyer. Buyer is solely
responsible for tine care,condition,damage or loss of railcars used to deliver the Products nail the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval.
neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible tot-
and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer.
5.\CARRANTI/1'1:11 F FOR NIAKING CLAIi\IS. Seller warrants only that it will convey good title to the Products and that,at the time of shipmcol.the PrOCIUCIS will conform to the published
specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND.EXPRESSED OR IMPLIED,IS rNIADE BY
Slfl_LER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED \\'ARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)clays
of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Scllcr,the sole remedy available to Buyer on account or any defect in the Products shall be
limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purptuc.then Buyer shall be entitled only to a
refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for Sole Cl; otherwise with respect to
Producis will be commenced more than one(1)year after the accrual of the cause of action thereto.
9. LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BL- LIMITED'10 THE NET
PI-RCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANi'THIRD PARTY FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAiM, WHETHER 13ASED ON WARRANTY, CONTRACT, OR TORI'
(INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use Of the Products dCliVoleed hereunder in
manufacturing processes of Buyer or in combination with other Substances or otherwise.
W 14"t1E3INIFiCAT10S. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFiLIAFF.S AND Ti-IIiIR RLSI'EC"TI\'C OR FT To
('EFS,OVFI(_k Itti._lliR:ECTGKS:S}L ILEHOLDERS, INSURERS,AGENTS AiiD:REPRESLNTA7'IVGS.(COLEt C`I"iVL•iY,.:ii iJi:>9: +a:it_i1 VAR ), rtcU,\, ALL�LAEM,.
LIABILITIES,DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY."LOSSES"). FOR ANY DAMAGE,
INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO'OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING WiTHOUT
LIMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LIMITATION, BUYER OR ITS EMPLOYEES),
WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY.INTENTIONAL MISCONDUCT,OR FAULT
OF ANY KIND. AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE, ERROR, OMISSION, OR BREACH OF THIS AGRP1'\II'NT OR NON-
COMPLi.ANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXi'IRATION OR TERMINATION'OF-1 MS A(;RI:Fo IFN'T.
11.SECURITY iNTEREST. Buyergrants to Seller,and Seller retains,a security interest in all Products furnished by Seller air(]the proceeds therein:until the purchase pace thcrclor is fully paid.
Scllcr pray file any financing statements and give notice ofsuch security interest to third parties as Seller may determine to be necessary to perfect such Sceurity interest.
12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export
Administration Regulations,the U.S.Foreign Convpt Practices Act,and the U.S.Patriot Act.as amended front time to time(collectively."Laws"):(2)will nut subject Seller to any claim,penalty or
los;of benefits under the Laws:and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request.Buyer will deliver it certificate to Seller to a limn provided by
Seller•certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller.
13.M ISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of I:nv rules,and Buyer and Seller consent to tine
jurisdiciion of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes tine entire agreement regarding the subject
matter hereof;no modification may be made,unless in writing and signed by the parties;and no acknowledgment/acceptance of purchase order forms containing difTerctit/edditional terms shall have
force or effect. Seller's failure to enforce any provision will not be a waiver of,its right to enforce,such,provision or,any other proyisioq thcn or thereafter. Any unenforceable provision shall be
enforced to the extent it is enforceable.Any provision intended to survive Miall survive this Agretmeiit's'tenuination/expiration and the consummation of the transactions contemplated hereunder.:
Com WaSS
—
INVOICE
Minerals _
Page-1 of 1
PLEASE REMITTO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER
COMPASSMINEP O BOX 277043 48-1047632
AMERICA 48 1047632 NET 60 DAYS 9/8/2015 71377395
ATLANTA, GA 30384-7043
SOLD TO: 462129/ C54512
CARMEL UTILITIES SHIP TO: 505808/CS54514
3450 W 131 ST ST CARMEL UTILITIES
WESTFIELD, IN 46074 5484 E. 126TH STREET
CARMEL, IN 46033
UNITED STATES
SHIPPED FROMDATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE
10995-AUGUSTROBBENSSONS
- - ---- -- - --- - - ---- -- -----09/08/1-5 --- --- -w"J i 5001-- ----- —--41:525428-- 525428 —SO—
CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. 1FREIGHTTERMsTERRITORY
76599 178 - PRODUCT DELIVERED TRUCK C08
TAX STATUS TAX ID# RELEASE# SALES REP
EXEMPT 0031201550 - C08
PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE
7517 COARSE ROCK SALT Y 24.9000 TN 96.00 2,390.40
SUMMARY• - - —-____---_�-
PRODUCT 2,390.40
FREIGHT&FUEL
SUBTOTAL 2,390.40
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . .49,800.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-800-743-7258
THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,390.40
WE APPRECIATE YOUR BUSINESS IN US DOLLARS
This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>> >
(Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS
TERMS AND CONDITIONS OF SALE
1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement')relate or are attached.
-2. OFFER. No tenns'ni Buyer's bid:purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS
EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT.
3:PRICES,-TAXES E.XCFP�-AS OTHER\VISE-S'PECIFJ3;D-.-bN 1135-AGREEivIENT,—(?l iC-S;AP'-SUBPEC , O CHANG(:,WIT�L—NO`1'ICE.--ORDER WILL J3 'JN'D CE:D,
J �.: B a.
UNLESS OTHGI2�VISL SP�CIFiED IN TI IIS AGREEMENT;AT SELLCR'S PRICE[N EFFGC f 6N THE SCHEDULED DATE'OF SHIPMENT[. Prices plt.tile.ntvotcmg,documettt are net pull
,applicable discounts•:Ind Jtioirnoti6itdl,allowanccs. Refereuecs•.to"tons"nicans short tons(2-WO-lbs,)unless otherwises ecilicd,.._.Any lax or other govcr riciital charges nht or hereafterrtcvj(d
_..upon.prbduction,severance,manufacture,delivery,storage,cmisumption,isale,use or shipincnt'ofPioducts'Ordered O'r�sold'arc'no[included in Seller's price atCt tall b4_ch rged to at ald by
Bever. , .
4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable cancellation
charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller(`•Prod ucts")are shipped,Seller has no
obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment).
5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its sole judgment.
require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of
Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with
respect to Buyer's financial condition generally.Seller reserves the right to stop shipment oil notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries
or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of LS%per month(18%-
APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged oil a past due invoice will be assessed from the(late of the invoice. Amounts owed by Buyer
with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in
connection with default of these payment terms by Buyer.
Ci.DELAYS. All orders are subject to Sellers ability to make delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete
shipment or for any delay in staking shipments. Seller shall not be liable for,delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays
or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production.transportation or delivery fncilitics,etc.,floods,fires,storms,or other acts of God,war or act of
public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other
force majcure event). Buyer shall be liablefor any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by
Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer.
7. SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless othenvise specified on Seller's invoicing document,all transportation charges, including,but not limited to, Sellers and
carrier's charges for notification prior to delivery,demurrage,switching..dctention, delay in unloading,diven:sion,or reconsignment shall be the sole responsibility of Buyer. Buyer will assume title
and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title.Buyer is then responsible for proper protection of Products and compliance with all regulations and
ordinances and will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Products. Claims for damage or shortage in transit
must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is
made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products' risk of loss to Buyer, Buyer is solely
responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval,
neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for
and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of lite railcars by Buyer.
S.P,'ARRANTY/TInIE FOR tMAiCING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published
specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY
SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE,OIL NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days
of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be
limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a
refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to
Products will be commenced more than one(1)year after the accrual of the cause of action thereto.
9. LLMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WiLL BE LIMITED TO THE NET
PURCHASE PRiCE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. iN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT. OR TORT
(INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any danmge to persons or property resulting from the use of the Products delivered hereunder in
manufacturing processes of Boyer or in combination with other substances or otherwise.
W. I?1)E,MNIFICATION. BUYER SHALL INDEMNIFi', i]OLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEiR RESPECTiVii PRESENT OR 1`17f'RF
;n r�yFfr.,S._nFFJCERS. DIRECTORS.SiIAREHOLDERS, INSURERS,ryPENTS AN-D:REPRESE.N I-ATIVES (COLLLCI]VELl', -I\'i]E;•.6\iili:iJ P:\itii2�-'/, i iWAI ALL C.LAI,%io,
LIABILITIES,DAMAGES,SUITS.PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"),FOR ANY DAMAGE,
INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING, WITHOUT LIMITATION, BUYER OR ITS EMPLOYEES),
WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT
OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT, NEGLIGENCE, ERROR. OMISSION,OR BREACH OF THIS AGREEMENT OR NON-
COMPLLANCE WiTH APPLICABLE LAWS 13Y ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE-EXPIRATION OR TERMINATION OF THIS AGREEMENT.
I L SECURITY INTEREST. Buyer grants to Scller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof;until the purchase price therefor is fully paid.
Seller may file any financing statements and give notice ofsuch security interest to third parties as Seller may determine to be necessary to perfect such security interest.
13. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. Icderal, state, local and foreign laws and regulations, including the U.S. Export
Administration Regulations,the U.S.Foreign Corrupt Practices Act,and lire U.S.Patriot Act,as amended from time to time(collectively,"Laws`);(2)will not subject Seller to any elaint penalty or
loss of benefits under the Laws:and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by
Seller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller.
13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of latw rules,and Buyer and Seller consent to the
jurisdic}ion of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject
matter liereof;no modification may be made,unless in writing and signed by the parties;and no acknowlcdgment/acceptance of purchase order forms containing different/additional terms shall have
force or effect. Seller's failure to enforce any provision will not be a waiver of its right to cuforce smelt provision.or,,an_Y.ot)icr provision then or thereafter. Any unenforceable provision shall be
enforced to the extent it is enforceable.Any provision intended to survive sliallsurvivc this Agreement's termination/expiration and tire consummation of the transactions contemplated hereunder.
Compass
INVOICE
Minerals
Page-1 of 1
PLEASE IREMIT TOISELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER
COMPASSMINEP O BOX 277043 48-1047632
AMERICA 48-1047632 NET 60 DAYS 9/3/2015 71376160
ATLANTA, GA 30384-7043
SOLD TO: 462129/C54512
CARMEL UTILITIES SHIP TO: 505808/CS54514
3450 W 131 ST ST CARMEL UTILITIES
WESTFIELD, IN 46074 5484 E. 126TH STREET
CARMEL, IN 46033
UNITED STATES
SHIPPED FROMDATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE
.10995—AUGUSTROBBENSSONS .
= —=09/Os/15— —VV1'500� - X522446 --"`1°52244G _.SO_
CARRIER RAIL I TRUCK# EQUIPMENT TYPE F.O.B. IFREIGHTTERMS TERRITORY
76599 178 - PRODUCT DELIVERED TRUCK C08
TAX STATUS TAX ID# RELEASE# SALES REP
EXEMPT 0031201550 - C08
PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE
7517 COARSE ROCK SALT Y 25.1000 TN 96.00 2,409.60
SUMMARY
PRODUCT 2,409.60
FREIGHT&FUEL
SUBTOTAL 2,409.60
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . . 50,200.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-800-1743-17258
THANK YOU FOR YOUR ORDER PLEASE PAY>>> 2,409.60
WE APPRECIATE YOUR BUSINESS IN US DOLLARS
This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE >> >
(Terms and Conditions of Sale are also available at www.nasalt.com). IN U.S DOLLARS
TERMS AND CONDITIONS OP SALE
L PARTIES. "Seller'is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Salc("Agreement")relate or are attached.
2. OFFER. No tcrnt5 in Buy'er's bid,purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SE'LLER'S OFFER 1S
EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT.
_ .. .
;,.c Ic ES TA\F CNC EIT,.AS OTHERWISE SPECIfIED.•.{bl,T;I IS AGRE-LA'1LNT,1PRtCfS.�I,GSUBJECT"f6 CHr1 ��11)1!ITIiQIJI' N�iICI:. ORDF.[C�\V1Lf;;kil;IRrV(3
GICESS OTHERWISE SPECIFiEDf[N THIS AGREEMENT.AT ShLL>R'S PRICE IN EFFEC"f ON THE SCHEDULED DATE OI'SHIPMENT. Prices•onjt}te)t emcrn�sloou ttenlarenetbfall
,'iiplical*le disco uniy utl ptom4hmw;
ol allowances. Refercggto.,"tins"means shgii'tbns 0,)90q-itis.)unless hthcnvis£sptcit oii ->try tax or otgtcr governmental charges n\ava;ot"�)e;@ttftCt i`vu d
vpau prpduction,severance,manufacture,delivery storage,consumption;sale,use or shipment of Products ordered or sold are not included in;Seller's price iuid,d'e k'r6C;ihurg }IrS,aitd-pSid.U}'
Buyer.
-1.C.%NCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller'and(3)payment'to Seller of`rcasonablc cancellation
charges to be solely determined by Seller. Except as otherwise agreed in writing,until lire products identified in Buyer's purchase order as accepted by Seller("Products")are shipped.Seller has no
obligation under any order submitted by Buver(and may cadcel the order at any time prior to shipment).
5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its sole judgment,
require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of
Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with
respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries
or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. .A finance charge of the lesser of 1.5%per month(18'4,-
APR)or the hiehest rale Permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer
with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in
, .....tion with defmlt of these payment terms by Buyer.
6.DELAYS. All orders are subject to Seller's ability to make delivery at the time and in the.quantities specified,and Seller shall not be liable for damages for failure to make partial or complete
shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays
or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods.fires,stones,or other acts of God,war or act of
public enemy(or civil disturbance),strikes,luck-outs,shortages of labor or raw materials and supplies-(including fuel).acts or omissions of Buyer,action of any governmental authority,or other
force nnajcure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by
Buver.or delay in unloading shipments at the delivery point that are the fault of Buyer.
7. SHIPMENT COSTS/TRANSPORTATiON NIATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to, Seller's and
carrier's charges for notification prig to delivery,demurrage,switching,detention. delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buycr. Buyer will assume title
and risk of loss concurrently in accordance with Seiler's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and
ordin:uiccaarid'will indemnify Seller against:til claims for personal injuries'or property damage arising from the storage,use or handtirig of such P'roducts,,Claims for dantaee or shortage in transit
must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is
made on the delivery tickets or an inspection report furnisher]by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buycr, Buyer is solely
responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval,
rieither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for
and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer.
S.\\'ARRANTY/TINIE FOR,NIAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment.the Products will conform to the published
specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KiND.EXPRESSED OR li\IPLIED,IS MADE BY
SELLER AND SL'LLER HEREBY DISC'LAiMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days
of Seller's deliver;of Products or such claim is waived. In the event of an alleged breach hereof by Seller.the sole remedy available to Buyer on account of any defect in the Products shall be
liniked to the replacement of such detective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a
rcltncl of the 21110unts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or othervisc with respect to
Products will be commenced more than one(1)year after the accrual of the cause of action thereto.
9. L1i111TATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WiTH THIS AGREENIENT WILL BE LIMITED TO THE NET
PURCHASE PRICT ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. iN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY
INDIRECT, INC'IDI'.N"I'AL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAiM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT
(INCLUDING NEGLIGE'NC'E)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in
FlMnUfacturing proccssc,of Buycr or in combination with other substances or otherwise.
W. 1NDEUNiFICATION. BUYER SHALL INDEMNIFY. HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT nR FL'TI'RI-
",..i'LJYCLS;'Ol FICEI'.S;'T31I ECTf3R5,-SHAREHOLDERS, INSURERS,AGENTS AND RL'PRESE\TATIVI S-(GOLLLGI l\LL}'b.•:r€a6kihlrlGlia'•Ai2"PIES'), i WIM ALL CLA1Mz,,
LIABILITIES,DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"),FOR ANY DAMAGE,
INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THiS AGREEMENT, INCLUDING WITHOUT
LIMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LIMITATION, BUYER OR iTS EMPLOYEES),
WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT.STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT
OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT, NEGLIGENCE, ERROR. OMISSION,OR BREACH OF THIS AGREEMENT OR NON-
C'OMPi-iANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THiS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
1 I.SECURITY iN"I'E1ZF;ST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof.until the purchase price therefor is fully paid.
Seller may file any financing statements and give notice of such security interest to third panics as Seller may determine to be necessary to perfect such security interest.
12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export
Administration Regulations.the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws"):(2)will not subject Seller to any claim,penalty or
lots ofbencfits under the Laws:and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a cenificate to Seller in a form providc&by
Srller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller.
13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the
jurisdiction of Johnson County.Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes lire entire agreement regarding the subject
matter hereof;no mollification may be made,unless in writing and signed by the parties;and no acknowledgmcnt/acceptance of purchase order forms containing different/additional terms shall have
force of effect. Seller's failure to enforce any provision will not be;t,waiverof its right,to;enforce,$uch-provision-or.any:other provision•then or thereafter. Any unenforceable provision shall;bc
A
enforced to the extent it is enforceable.Any provision intended to survive"slialfSurvive this greeineiit's'ternuriatiun/expiration otic tlic consummation of the transactions contemplated hereunder;
Compass —
INVOICE
' Minerals —
Page-1 of 1 -
-
PLEASE REMIT TO)SELLER:. FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASSMINE -
P O BOX 277043 48-1047632
AMERICA 48 1047632 NET 60 DAYS 9/2/2015 71375588 =
ATLANTA, GA 30384-7043
SOLD TO: 462129/C54512
CARMEL UTILITIES SHIP TO: 505808/CS54514
3450 W 131 ST ST CARMEL UTILITIES
WESTFIELD, IN 46074 5484 E. 126TH STREET
CARMEL, IN 46033
UNITED STATES
SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE
10995-AUGUSTROBBENSSONS
- - --```09/02/15 iN15001-`——---1522443 --1-2-2443-- —SO
CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY
76599 178 - PRODUCT DELIVERED TRUCK C08
TAX STATUS TAX ID# RELEASE# SALES REP
EXEMPT 0031201550 - C08
PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE I EXTENDED PRICE
7517 COARSE ROCK SALT Y 25.0600 TN 96.00 2,405.76
SUMMARY: - - — - - --_- -
PRODUCT 2,405.76
FREIGHT&FUEL
SUBTOTAL 2,405.76
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . .50,120.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-600-743-7258
THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,405.76
WE APPRECIATE YOUR BUSINESS IN US DOLLARS
This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>>>
(Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS
TERMS AND CONDITIONS OF SALE
1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agr eemem")relate or are attached.
2. OFFER. No terms.in Buyer's.bid:"purchase order or other form shall be binding upon Seller. Seller rejects additional/difTercnt terms in such 13uycr's documents. SELLER'S OFFER IS
-EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT.
3. PRIDES;TAXES'. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMLNP PRICES-ARE SUBJECT-TO CHA>>G\�xITHOUT-Nc7Jl fi:'ORDERS \'iJ_i'.-C31;j{vbOPC:f),
UNLESS OTI-LERWi'Si'SPECIFIE6IN THIS AGREEMEI'IT','A'i SCLLIER'S PRICE IN Lt PLC''CSN TH't.'SCIIEDULED DATE OF ST fPJ\)FENT. Prices op tht;to tb cin tlo4hlnc Caj'@ he)o{?tll
applicable discout is and promUtimral allowances. References to:`tons'means short.ton5 42000•lbs.)unless i)tlici G pecificd,- r\ny tax or orlucr gor ritlh tiiaY cUaY s hnu ji(11 t [ire le,Cuc(
__-uporr pipduc ion,severance,'ni9nufaciure.delivery,stomic;co s itnption;Salo use or1sltitittienf of''Products'ordered FS6ld`atc'na('included in'Seller's puce attd:,v,-ill 1:,.+h;ii,ed Ip incl it by
oy
Buyer.
d.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(?)payment to Sellar o reasonable cancellation
charges to be solely deternined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")aic shipped,Seller has no
obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment).
s.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specilicd on Seller's invoicing document. Seller may,in its sole judgment.
require such other payment terms as Seller deems appropriate,including lull or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of
Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to clue payment from Buyer or with
respect to Buyer's financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of deliver for future deliveries
or rcquirc reasonable assurance ofpayment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.i per month(IS"o-
AI'R)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Ann tints owed by Bit rcr
with whore there is no dispute will be Paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney lccs and court costs in
connection with delault ofthese payment terms by Buyer.
6.DECAYS.'All orders are subject to'Selicr's ability to make delivery at the time and in the quantifies specified,and Seller shall not be liable for damages for failure to make partial or comple'ic
shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Sellers control(including but not limited to delays
Or defaults by carriers,extreme cold weather.partial or total failure of Seller's intended production,transportation or delivery facilities.etc.,floods.tires,sten ms,or other acts of God,rvar or act of
public enemy(or civil distuibance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,of other
force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by
Buyer,or delay in unloading shipments at the delivery point that arc the fault of Buyer.
7. SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specilicd on Seller's invoicing document,all transportation charges. including,but not limited to, Seller's and
carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion.or reconsignment shall he the sole responsihility of Buyer. Buyer will assume title
and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and
ordinances and will iudcnutil\ Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Product;. ChdriLs for damage or shortage in transit
must he made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage Or shortauc and see that appropriate notation is
made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products' risk of loss to Buver, Buyer is solely
responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval,
neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for
and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer.
S.WARRA `TY/TiDiE FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of'shipment,the Products will confirm to the published
specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KiND.EXPRESSED OR IMPLIED,IS MADE BY
SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, hITNESS FOR A
PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days
of Seller's delivery of-Products or such claim is waived. in the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be
limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shalt be deemed to have failed its essential purpose,then Buyer shall be entitled only to a
rclund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action fin•breach of the contract for sale or otherwise with respect to
Products will be commenced more than one(1)year after the accrual of the cause of action thereto.
Q. LIMITATION'OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR iN CONNECTION\VITH THiS AGREL-MFNT WILL BE LIMITED TO THE NET
PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. LN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANYTHIRD PARTY FOR ANY
INDIRECT.. INC'IDI?NTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY. CONTRACT, OR TORT
(INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products 1M1crr0d hereunder in
manufacturing processes of Buyer or in combination with other substances or otherwise.
In 1ND£MNIF1CATION. BUYER SHALL INDEMNIFY, HOLD HARNILESS AND DEFEND SELLER AND iTS AFFILIATES AND THEIR RF.SPIiCTI VE PRh>I NT OR 1-171'RF
PT OYFFS.OFFICERS. DIRECTORS.SHAREHOLDERS. INSURERS AGENTS AND
�LPRFSE'NTATiVF.S_(CQLLE-C'TIVL-LY,"INDE.'\l\i. f!: PIN 1 ". 1 ra) ; :ALL -1_%!i
LIABILITIES,DAMAGL'S,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'PEES)(COLLECTIVELY,"LOSSES"),FOR r\NY D\MAGE,
INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGRrEMFNT. INCLUDING WiTHOUT
LIMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LIMITATION, BUYER OR ITS EMPLOYEES),
WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICTLIABILITY.INTENTIONAL MISCONDUCT.OR FAULT
01'ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT,NEGLIGENCE, ERROR. OMISSION, OR BREACH OF THIS AGREEMENT OR NON-
COMPLIANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS:AGREEMENT.
I L SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof:until the purchase price thcrcfur is fulhr paid.
Seller may file arry financing statements and give notice ofsuch security interest to third parties as Seller may determine to be necessary to perfect such security interest.
12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state- local and foreign laws and regulations, including the U.S. Export
Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively."Laws"):(2)will not subject Seller to any claim,penalty'or
loss of benefits under the Laws:and(3)will cooperate with Setter in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Scllcr in a form provided by
Seller.certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller.
13. 111SCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer arid Seller consent to the
jurisdiclion of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subiM
matter hereof,no modification may be made,unless in writing and signed by the parties;and no acknowledgment/acceptance of purchase order forms containing different/additional terms shall h:tive
force or effect. Seller's failure to enforce any provision will not be a waiver of its right to enforce such provision or tiny other pr;oyision Jbcn or thereafter. Any unenforceable provision shall be
enforceil to the extent it is enforceable.Any provision intendea-to•survive shalf surviV_c thus Agreerttcnf's�tennination/cxpir8fidn and tbe'cb i kiirrmation of the transactions contemplated hereunder.
Con ip ass —
INVOICE
Minerals —
Page-1 of 1
-
PLEASE!REMIT.TO/SELLER: FEDERAL ID#: PAYMENTTERMS INVOICE DATE INVOICE NUMBER, -
P 0 Box 27700 a3RALs AMERICA 48-1047632 NET 60 DAYS 9/2/2015 71375587 =
ATLANTA, GA 30384-7043
SOLD TO: 462129/ C54512
CARMEL UTILITIES SHIP TO: 505808/CS54514
3450 W 131 ST ST CARMEL UTILITIES
WESTFIELD, IN 46074 5484 E. 126TH STREET
CARMEL, IN 46033
UNITED STATES
SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE
10995.-AUGUSTROBBENSSONS
_1-522442-V-----SCJ--
CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY
76599 178 - PRODUCT DELIVERED TRUCK C08
TAX STATUS TAX ID# RELEASE# SALES REP
EXEMPT 0031201550 - C08
PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE
7517 COARSE ROCK SALT Y 25.7400 TN 96.00 2,471.04
i
SUMMARY• ---
PRODUCT 2,471.04
FREIGHT&FUEL
SUBTOTAL 2,471.04
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . . 51,480.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-800-743-7258
THANK YOU FOR YOUR ORDER PLEASE PAY>>> 2,471.04
WE APPRECIATE YOUR BUSINESS IN US DOLLARS
This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE> > >
(Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS
L_
TERMS AND CONDITIONS OF SALE
1.PART1 ES. "Seller"is identified in the"Remit To"section and"Buyer'in the"Sold To"section of-an invoice to which these Terns and Conditions Of Sale("Agrcen,,:ut )re Luc or are attached.
'.
OFFER. No terms in Buyer's bid'.purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buver's documents. SELLER'S OFFI-R IS
EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF TI IIS AGREEMENT.
3. ilRICES I 'jr;S:."-CXC�kT;AS-OTHE-RWtSE SPECIFif3D fN� T.IS'AGREEMENT'PRIC-LS r1RI;SUB.IECT TO'C{[IJANCC \ViTHOUT--N0Tf(_'E- ORDERS R'ILI-; I(;ll'\'OIC1 D.
:f.INLESS OTIlrIt1Vy' F,SPECIFIED IN THIS AGREEMI:NT;'AT SELL R'S PRICE IN EF}L`�l'Tl67 ii'HI'SC'1-1EDULED DATE`UF Sl'[IPi�%CENT. Prices n t)IK,i,nto gin tpoeumcm ar u1\l p all
applicable discounrs'itA,pr'omotiot)al allowances. Reference;,to•,ons"means short loins(,000.11-'s.)unless'othenvise,specif9cL_:Any tax or other goturilnloi ta'rcAt�E 'Ito[ st hCtcand iCc;red
i]poii production,sevcranice,manufacture,delivery,storage,ouitSuiiipliou,sale, Se'dr'S11i1i Scrtt`df Products,ordered''br sold-,ct nbt'included id Seller's prrcc�alt�.)tit)be�cblti{ui lit nd piilI,by
Buyer.t -
1.CANCELLATION. Orders may be canceled by Buyer only upon(I)written or oral notice to Seller and accepted in writing by Seller and(2)pavniciu to Seller of ruisonablc cancellmion
charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no
oblivation under any order submitted by Buyer.(and may Cancel the order at any time prior to shipment).
5.PAYMENT;CREDIT:PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified Om Seller's invoicing document. Seller may,in its sole judgment,
require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of crcdh. Credit payment terms must have the prior approval of
Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with
respect to Buyer's financial condition_generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries
or require reasonable assumnce of payment,and in the absence[hereof,to cancel,without liability,the unfilled portion of Buver's order. A finance charge of the lesser of LS°i6 per month -
APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts awed by Buyer
with where there is no dispute will be paid without set-off for any amounts that.Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in
cannCtion with default ofthese payment terms by Buyer.
6.DELAYS."All orders are subIcc'tfo`Scller's ability to makedclivery at the time sand in the quantities specified,and Seller-sliall�not be liable for damages for failure to stake partial or complete
shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Scller's control(including but not limited to delays
or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities.etc.,floods,fires,sornis,or other acts of God,war or act of
public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority.or other
force majcurc event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested inforniation to Seller,delays resug fr
hinom order changes by
Buver.or delay in unloading shipments at the delivery point that are the fault of Buyer.
SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to, Seller's amd
carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading diversion.or reconsignment shall be the sole responsibility of Buycr. Buyer Will assume title
and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title.Buyer is then responsible for proper protection of Products and compliance with all regulations and
ordinances and Will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Products, Claims for damage or shortage in transit
must be made by Plover against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any'such'dauiuugc or shortage and sec that appropriate noiation is
made on the dclivcry tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer. Buyer is solely
responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval.
neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. liven with such Seller's approval,Boyer remains fully responsible for
and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of'tlic railcars by Buyer.
S.\`'ARRANTY/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that.at the little of shipment,[he Products will conform to the published
,pecifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IivIPLIED,IS MADE BY
SELLER AND SELLER HEREBY DISCLAIMS ALL SUCiI OTHER WARRANTIES, INCLUDING ANY IMPLIED \\'ARRANTiES OF MERCHANTABILITY. FITNESS FOR A
PARTICULAR PURPOSE.OR NON INFRINGE1viENT. Buyer must notify Seller orally claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)dans
of Seller's dclivcry of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy mailable to Buycr on account of any defect in the Products shall be
lintited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose.then Buyer shall he entitled only to a
rcf-wul or the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to
Products will be commenced more than one(1)year after the accrual of the cause of action thereto.
9. LLNNTATIoN OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAiM ARISING UNDER OR IN CONNECTION WITH THIS AGREF.h11-NT WILL BE LIMITED TO THE NET
PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. iN NO EVENT SHALL SELLER BE LIABLE-1-0 RUYE-R OR ANY TIIiRD PARTY FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAiM, WHETHER BASED ON WARRANT['. CONTRACT. OR TORT
(INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting Troll the use of the Products delivered hereunder in
manufaCluring proccs,c,of Buycr or in combination with other substances or otherwise.
Ill. INDEMNIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RiiSPIXTIVE PRFSFKT r7R 1-171'!,I-
cylm Q}FES,(lITICLPS„DIRfCTORS.SHt�R�,iSQ:I,PERS. INSURERS AGENTS AND REPRESENTATIVES (COLLECTIVLI.I,"ININ.V'AH_11:f) PAIZ r.cS'/ ,<1t;,1 .AL L u t-IiM�,
LIABiCITiES.DAMAGES,SUITS"PROCEEDINGS,COS`rS AND EXPENSES(INCLUDING[2EASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES'),FOR iW\'DAMAGE,
INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KiND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT. INCLUDING WITHOUT
LIMITATION. LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING, WITHOUT LIMITATION, BUYER OR iTS EMPLOYEES),
WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILiTY,iNTEN'TIONAL MISCONDUCT.OR FAULT
OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT.NEGLIGENCE. ERROR. ONIISSION, OR BREACH OF THIS AGREEMENT OR NON-
COMPLIANCE WITH APPLICABLE LAWS BY ANY INDEIANIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF"PHIS AGRIiI MEN'I'.
11.SECURITY;N"FEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds therail.tuitd the purchase pncC(hereto[ is fully paid.
Sellcr niay f Ile any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security Interest.
12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and forbign latus and regulations, including the U.S. lixport
Adniinistatiun Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively."Laws"):(Z)will not subject Seller to any claim,penalty or
loss ofbenelits under the 1_9ws:and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Setter's request,Buyerwill deliver a certificate to Scller in a ibrm prodded by
Sells,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller.
13.MISCELLANEOUS. \-tatters arising out of or in connection with a sale hereunder twill be governed by Kansas laws without regard to conflicts of law rules.and Buyer and Seller consent blithe
Jurisdiction of Johnson County.Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire ageement regarding the suh(ecl
mater,hercof:no modification may be made,unless in writing and signed by the parties:and no acknowledgment/acceptance of-purchase order fornis containing different/ndditional terms shall h;ve
force or effect. Seller's failure to enforce any provision will not he a waiver of its right to enforce such provision or any other provision then or thcrcafter. Arty unenforceable provision shall be
enforced to the extent it is enforceable.Any provision intended o surPive,sh511 sur ive this Agrcei it: ,s�tcnnination/expiratioir and the consummation of the transactions contemplated hercundci
�- Conzpass INVOICE
Minerals —
Page-1 of 1
PLEASE REMITT0SELLER: FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBER
COMPASS MINERALS
ox 70 48-1047632 NET 60 DAYS 9/9/2015 71377951
ATLANTA, GA 30384-7043
SOLD TO: 462129/C54512
CARMEL UTILITIES SHIP To: 505808/CS54514
3450 W 131 ST ST CARMEL UTILITIES
WESTFIELD, IN 46074 5484 E. 126TH STREET
CARMEL, IN 46033
UNITED STATES
FCARRIER
PPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE
- 995—AUGUSTBOBBENSSONS —i325432"-`- S(Z--
RAIL/TRUCK# EQUIPMENTTYPE F.O.B. FREIGHT TERMS TERRITORY
76599 178 - PRODUCT DELIVERED TRUCK Co
TAX STATUS TAX ID# RELEASE# SALES REP
EXEMPT 0031201550 - C08
PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE
7517 COARSE ROCK SALT Y 24.5700 TN 96.00 2,358.72
[ SUMMARY:
PRODUCT 2,358.72
FREIGHT&FUEL
SUBTOTAL 2,358.72
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . .49,140.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-800,743-7258
THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,358.72
WE APPRECIATE YOUR BUSINESS IN US DOLLARS
This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>>>
(Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS
TERMS AND CONDITIONS OF SALE
1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreenrenr")resat, or are attached.
'2._OFFER. No terns in Buyer's bill,purchase order or other form shall be binding upon Seller. Seller rejects additional/different terns in such Buyer's documattts. SELLER'S OFFER IS
EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT.
PRICES;TA";SFS ECGE??T,AS OTHERWISE SPECIFIED IN-;T�iTS AGAEEtviEN7 )R(CEC ARS SI7B7EC7"TO'"CN}V'vGE llf(riCt1T';v" C T77ri7T t� }v; I t3 ,7 g407C p.
L`\TLES;S OTHERWISE SPECIFIED:IN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE:SCHEDULED DATE OF S.IIiPMLNT. Priccm as 4he.it?oicmg docWut nt Io net all
applicable discounts and-pro)ijotiosiahallowances. Referencesao"tons"means shoe tons(2000 lbs,)unless othenvise;spccrfed.,.Any tax or other governritcniti "cliaiges now 1.or.t€reaf a,(cs,icd
.=upon production,severance,manufacnure,delivery,storage,consumptions sale,use of sliipinent of Products'ordered oi`soldlare'no[inctude(1 insSeller's price anchvwdl',hf• harggc� tp,'une4tpaPd,by
Buyer.
4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable cancellation
charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no
obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment).
5.PAYMENT,CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may.in its solejudgmcnt,
require such other payment terns as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terns must have the prior approval of
Sellers Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with
respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries
or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5°5 per month HF',-
APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer
with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Salley for all attorney fees and court coma ut
OM"'ction with dcfm•h nfUtese payment terms by Rayer.
6.DELAYS. All orders are subject to Seller's ability to make delivery at the time and in the quantities specified,and Seller shall not be liablc'for damages for failure to make partial or complete
shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control including but not limited to delays
or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act o1'
public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel).acts or omissions of Buyer,action of any governmental authoi ity.ur other
force majcurc event). Buyer shall be liable for any added expenses incurred by Seiler because of Buyer's delay in furnishing requcstcd information to Seller.delays resulting from order changes by
Buver,or delay in unloading shipments at the delivery point that are the fault of Buyer.
Z SHiPD1F,NT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation chargCS. including,but not limited to, Seller's and
carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion.or reconsigmncnt shall be the sole responsibility of'Buyer. Buver will assume title
and risk of loss concurrently in accordance with Seller's invoicing document: On passage of title,Buyer is then responsible for proper protection of Products and compliance wilh all regulations and
ordinances hn,d will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such,Products. Claims for damage or shortage in transit
must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is
made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely
responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval,
neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible f'or
and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer.
C.NVARRANTY/TINIE FOR NIAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published
specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KiND,EXPRESSED OR IMPLIED,IS MADE BY
SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days
of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be
limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose.then Buyer shall be entitled only to a
refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to
Products will be commenced more than one(i)year after the accrual of the cause of action thereto.
9. LIrNIiTATiON OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THiS AGREEMENT WILL BE LiMITFD TO THE NET
PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LiABLE TO BUYER OR ANYTHIRD fIRD PARTY FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY. CONTRACT. OR TORT
(INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in
manufacturing processes of Btrycr or in combination with other substances or otherwise.
10. INDEMNIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THF,1R RESPECTIVI- PRI SFAIT 01Z F17('RI
:'."LOYEES,(FFIC,'EItS�-D1RLGTOR$;-SIA}R-EHOLDERS;.INSURERS,AGENTS AND REPRESENTATI-UES-(GQLLEC_TIVEI_V -'IND&AN11 ILD PA;:-I-.LS':), FROM—iii LC LAU,;v,
LIABILITIES,DAMAGES,SUITS;PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"),FOR ANY DAMAGE,
INJURY, DEATH. LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING WITHOUT
LINIITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING, WiTHOUT LIMITATION, BUYER OR ITS EMPLOYEES),
WHETHER ARISING AS:A WORKERS'COMPENSATION CLAiM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY.1NTI,NTIONAL MISCONDUCT,OR FAULT
OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE, ERROR, OMISSION. OR BREACH OF THIS AGREEMENT OR NON-
00biPL1ANCE WITH.APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF TISIS AGREEMENT.
1 I.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof.until the purchase price therefor is full%,paid.
Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest.
12. LEGAL COMPLIANCE. Buyer and its employees/agents (l) will comply with all applicable U.S. federal, state, local and foreign laws and regulations. including the U.S. EX13011
Administration Regulations.the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws"):(2)will not subject Seller to any claim,•penahy or
loss of benefits under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request.Buyer will deliver it certificate to Seller in a form provided by
Seller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller.
13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts otlaw rules,and Buycr and Seller consent to the
jurisdiction of Johnson County,Kansas tours. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject
matter GcreoF no modification may be made,unless in writing and signed by the parties;and no acknowledgntent/acceptanee of purchase order forms containing different/additional tears shall hljvc
force of effect. Seller's failure to enforce any provision will not be a waiver of,its right to-enforce such provision or oily other provision,dhen or thereafter. Any unenforceable provision shall'-be
enforced to the extent it is enforceable.Any provision intended to survive shall'surv'i0e this Agreement's termination/expiration and the consummation of the transactions contemplated hereunder.`
s
_a
-Compass
—
INVOICE
Minerals —
Page-1 of 1
-
-
PLEASE REMIT TO/SELLER: FEDERAL ID#: PAYMENTTERMS INVOICE DATE INVOICE NUMBER
COMPASS MINERALS AMERICA
P O BOX 277043
48-1047632 NET 60 DAYS 8/18/2015 71369059 =
ATLANTA, GA 30384-7043
SOLD TO: 462129/ C54512
CARMEL UTILITIES SHIP TO: 505808/CS54514
3450 W 131 ST ST CARMEL UTILITIES
WESTFIELD, IN 46074 5484 E. 126TH STREET
CARMEL, IN 46033
UNITED STATES
SHIPPED FROMDATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE
10995-AUGUSTROBBENSSONS
_.
-- _ _ _ _08/18/15- __ __ _ W15003 151:703.11 _ 15170__31 _S_O _
CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY
76599 178 - PRODUCT DELIVERED TRUCK C08
TAX STATUS TAX ID# RELEASE# SALES REP
EXEMPT 0031201550 - C08
PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE
7517 COARSE ROCK SALT Y 24.9700 TN 96.00 2,397.12
SUMMARY
PRODUCT 2,397.12
FREIGHT&FUEL
SUBTOTAL 2,397.12
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . .49,940.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-800-743-7258
THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,397.12
WE APPRECIATE YOUR BUSINESS IN US DOLLARS
This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE > > >
(Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS
I _
TERMS AND CONDITIONS OF SALE
1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer'in the"Sold To'section of an invoice to which these Terms and Conditions of Sale("Agreement")relate or are attached.
2. OFFER. No terms in Buyer's bid,purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS
EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF TiIIS AGREEMENT.
3P21CS; T \ S_EXCEPT AS- IN TiSAGREE�ENT;.PICSARE SUBJGGT-TO CHANGE 1T!QUf V�l1CG ORDERS-W3tL BE-iNVJICep,A
Lb\LTS$OTHER\1'isr SPLC7FiED'(N THIS AGREENIENT,'AT SELLER'S PRICE iN EFFEC:T ON THE SCHEDULED DATE OF`'SI[IhMLNT. Prices rni the in btetn�rtounllent are net ofall
ajiplicab�c discounts'.aGnJ nrom7Pional Ilowanccs. Referen,es,to:;inns means shnC(,)ong,(3p(;Q,lbs,),,unles;othenvise,s ecifie l., Any tax or other gosctnirlcriuY'ch2r cit oZ�t h it5jt<t ttn`t'd
ipon_pr6ductnon,sevotanie;Yuannfa�lurc.delivery,storage;'consutinplion,:sale,use 0r s npincnCof Products ordered oi'sbtd me itot'iiicluded in Seller's price and vx ill be ch a[`ec(f8�.itif p�td By
Buyer. .. ..
4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(^_)payment to Seller of reasonlnble cancellation
cham,es to be solely determined by Seller. Except as otherwise agreed in writing,moil the products identified in Buyer's purchase order as accepted by;Seller("Produces")are shipped,Seller has no
obligation under any order submitted by Buyer'(and may cancel the order at any time prior to shipment).
5.PAYNIENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its sole judgment,
require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of
Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or v:ith
respect to Buyer's financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries
or require reasonable assurance ofpayment.and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5°S.per month(is",-
APR)or the highest rale permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice Amounts owed by Buyer
with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in
connection with dcfiudt of ihcse payment terms by Buyer.
Atl'Wer,.are,ubjcci to aalcr's ability to make lchnel'y at the time and un the quAntities'specrIled,and Seller-shall•nia,tw liable for damages for failure to make partial of compacta
shipment or for tory delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays
or delaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods.tires,storms,or other acts of God,war or act of
public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer.action of any governmental authority,or other
force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting Gout order changes by
Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer.
7.SHIPMENT COSTS/TRANSPORTATION NIATTGRS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to, Seller's and
carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Btryer. Buyerwill assume title
and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and
ordinances and will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Products. Claims for damage or shortage in transit
must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and sec that appropriate notation is
made on the delivery tickets or an inspection report furnished by the local agent of lite carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer. Buyer is solely
responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval,
neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Giron with such Seller's approval,Buyer rcnnains fully responsible for
and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use ofthe railcars by Buyer.
S.WARRANTY/TIMI:FOR NIAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that.at the tittle of shipment,the Products will confornn to the published
specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND.EXPRESSED OR IN]PLIED,IS MADE BY
SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILiTY. FITNESS FOR A
PARTICULAR PURPOSE,OR N'ONiN'FRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claiun under this Agreement within thirty(30)days
of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall he
limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose.then Buyer shall be entitled only to:n
refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to
Products will be commenced more than one(I)year after the accrual of the cause of action thereto.
9. LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE N'F-T
PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. iN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR AN}'
INDIRECT, INC'IDEN'TAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, C'ONTRAC'T, OR TORT
(INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assuttnes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in
mantdacturing prncesse,of Buyer or in combination wilh other substances or otherwise.
10. INDENINIFICATIO\. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES .AND THEIR RESPECTIVE PRFSENT OR FUTURE
EMPLOYEES. OFFICERS. DIRECTORS. SHAREHOLDERS, INSURERS, AGENTS AND REPRESENTATIVES (COLLECTiVEL.Y. "iNDENINiFI1-1) PA RTJ-.; I ;til+f Of � ,r, •:
LiAbtLI I li:�,DAM,\uLS.SUI iS,PROCEEDINGS,COS IS AND EXPENSES-(INCLUDING.:REASC)NABLE ATTORNEYS' FEES)(CGL-LEC fTlV Lt, '.USSfb>;`;':3I-",UNY LAtLPNm, -ow
INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT. INCLUDING WITHOUT
LIMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LIMITATION. BUYER OR ITS EMPLOYEES),
WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY,INTENTIONAL AIISCC)NDUCI,OR FAULT
OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT, NEGLIGENCE, ERROR. OMISSION.OR BREACH OF THIS AGRI FMI?N'I OR NON-
COMPLIANCE WITH:APPLICABLE LAWS 131ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE E`,PIRAI ION OR FER:,IIvA'f1ON OF THIti:Ar 11:1-FA1ENT.
1 I.SECURITY INTEREST. Buyer grants to Seller.and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof.until the purchase price therefor i<fully paid.
Seller nnav file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect Such security interest.
12. LEGAL COrNIPLIANCR. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations. including the U.S. Expon
Administration Regulations.the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws"):(2)will not subject Seller to any claire,peuakV or
loss of benefits under the laws:and(3)will cooperate with Seller in any audit/inspection relating to the Lays. Upon Seller's request,Buyerwill deliver a certificate to Seller in a form provided by
Seller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller.
13.'MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be govemed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the
jurisdiction of Johnson County.Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subjc%t
matter liercof;no nnodification may be made,unless in writing and signed by the parties:and no-icktiowledgnncnt/acceptance of purchase order forms containing differed/additional terms shall hill',
force ot`effect. Seller's failure to enforce any provision will not be a waiver of its right to enforce such(provision or any other provision then er thereafter. Any unenforceable provision shall be
enforced to the extent it is enforceable.Any provision intended to survive"shallsdrvii,c Ili is Agreeirient s°fcrminatinri/eapiration and the cons[nnmation of the transactions contemplated hereunder.
Com ass =
- INVOICE _
Minerals —
Page-1 of 1
PLEASE REMITTO/SELLER: is FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER
P o Box 2717043�LS AMERICA 48 1047632 NET 60 DAYS 9/2/2015 71375589
ATLANTA, GA 30384-7043
SOLD TO: 462129/C54512
CARMEL UTILITIES SHIP TO: 505808/CS54514
3450 W 131 ST ST CARMEL UTILITIES
WESTFIELD, IN 46074 5484 E. 126TH STREET
CARMEL, IN 46033
UNITED STATES
SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER QRDER TYPE
10995-AUGUSTROBSENSSONS
--- -_— — - —— - _ =09/02/1-5------�----'VV1-5003---__—_ _—.:15224"44-- ----1522444—_--SOS_
CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. FREIGHTTERMS I TERRITORY
76599 178 - PRODUCT DELIVERED TRUCK C08
TAX STATUS TAX ID# RELEASE# SALES REP
EXEMPT 0031201550 - C08
PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE I EXTENDED PRICE
7517 COARSE ROCK SALT Y 25.0600 TN 96.00 2,405.76
SUMMARY: ---
PRODUCT 2,405.76
FREIGHT&FUEL
SUBTOTAL 2,405.76
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . .50,120.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-800-743,7258
THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,405.76
WE APPRECIATE YOUR BUSINESS IN US DOLLARS
This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>>>
(Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS
TERMS AND CONDITIONS OF SALE
1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sola,ro"section of an invoice to which these Terms and Conditions of Salc("Agreem2nC)relate or are attached.
3. OFFER. No terms.in-Buye'r's-bid.-purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SEI-LI_R'S OFFER IS
EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT.
:,. PRICES;'EANFS; EXCEPT,rt$�03ffERI'ISE SPECIFIED IN THiS AGREENIENT;PRICES AR[ SUBJEC-T-TO-CIIANGF WITHOUT-NOTICE. ,ORDFRS .Y . I BE IN.VOIGI-0.
[.:➢:LESS OTHrR'WISE SP'ECi'h8b 7N THIS AGREFMEN9;`ATSELLIER'S PRICE IN EI i'Rf ON TI'IE 5ChIEDULED DATE UP 5TIY,M�NT. Prices on the my nemg"'tlocudi nl d til{af II
-i .,s s' s unless , ✓ f• �tax � n ccrAl 'nr ^L -`'int r. .ci d
npl,lt�uhle discounr5 doll promoti'onai'allowances. References to;'ton. means short;ten. (_000 lbs.)unless(then 15f/'$peCt{efts:_Any ,t, of oQter t) tY at fiargcs m oz hete;tf(4 tIc,1
opo production,sCvcraitcc,niatiuflciure,delivery,storage,cofrs ption<sale,u's or'shiphiet i'of'Products ordered oi''So1d`3rc'not ii)chuled in Scllcr"s price and, ill(\ct Charge5i tq'and(Said by
Buyer. ,
4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Sellei-.,and(2)payment to Seller of rea onable'eancellatioii
charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped.Seller has no
obligation under any order submitted by Buyer(and may cancel(he order at any time prior to shipment).
5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyerwill make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller nrty,in its solejudgment,
require such other payment terms as Seller deems appropriate,including fill or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of
Seller'.Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to clue payment from Buyer of with
re>p,rl io Buvcr's financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand pavmcnt in advance or at lite time of delkery fix future deliveries
or require reasonable assurance of payment,and in the absence thereof.to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of per month(IS"6-
APR)or the hiLhc,t rate permitted by law will be assessed on all past due accounts. interest charged on a past due invoice will be assessed from the date of the invoice. :Amounts owed b_v Birvei
with where there I, nu(hi putc will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to re.intburse Scllcr I'm all atton)ev Pecs and court cosh'171
:ntnl.'Ctiun will)dcluah Ilhesc pavment terms by Buyer.
6.DELAYS. All orders arc subject'to Seller's ability to make delivery at the time and in the quantities specified,and Seller shrill not be liable for damages I-or flailure to make partial or complete
shipment m for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays
or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities.etc..floods.tires,storms,or other acts of God,war or act or
public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel).acts or omissions of Buyer.action of anv governntcnul authority.or other
force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Scllcr,delays resulting from order changes by
Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer.
7. SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges. including,but not limited to, Seller's and
carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buyer. Buyer will assume title
and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title.Buyer is then responsible for proper protection of Product:and compliance with all regulations and
ordinances and will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Products:Claims for damage or shortage pi uansit
must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during,unloading to identify any such damage or shortage and see that appropriate notation is
made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support it claim. Upon transfer of the Products' risk of loss to Buyer, Buyer is solely
responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval,
neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval.Buyer remains fully responsible for
and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcar;by Buyer.
�.\',.'-.RRANTY/Ti\IE FOR(MAKING CLAibIS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment.the Products will conform to the published
specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND.EXPRESSED OR IMPLIED,IS MADE IIY
SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days
ol"Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be
limited to the replacement ol'such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a
rctlmd of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above.no action for breach of the contract for sale or otherwise with respect to
Products will be commenced more than one(1)year after the accrual of the cause of action thereto.
9. LEMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR W CONNECTION WiTH THIS AGREEMENT WILL BE LIMITED TO THE NET
PURCHASE PRICE ACTUALLY PAiD TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER 13E LIABLE TO BUYER OR ANY THIRD PARTY FOR ANi'
INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY. CONTRACT, OR TORT
(INCLUDING NEGLIGENCE)OR OTHERWISE. Buyci.assumes all risks and liability for any damage to persons or property resulting from the use 01'01C Products delivered hereunder in
manufacturing processes of Buver or in combination with other substances or otherwise.
10. I'iDEMNIFiCATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND iTS AFFiLI\TES AND THEIR RESPECTIVE PRESI Cf OiL FI'TI'1'I'
"11'LC)l'JiFS,OFFICERS,-DIRECTORS. STI:IREHOLDERS, INSURERS,AGENTS AND REPRESENTATIVBE4
COLLEC7I\i I T IST ;\;)\I L' [AI4 ') 11 U\L:ALL CL \..s
. P A .'g
LIABILITIES,DAMAGES.SUITS,PROCEEDINGS,COSTS AND GXPENSES(iNCLMSM REASONABLE ATTORNGl' `I LES) CO L hfVLLti,"LOSSES ),'AOR ANY DAv1A ti.
INJURY, DEATH. LOSS OR DESTRUCTION OF ANY KiND RELATING TO OR ARISING OUT OF THE PERFORMANCIOF TIIIS AGREEMENT, INCLUDING WiTHOUT
LIMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING, WITHOUT LIMITATION. BUYER OR I'I� 1 MPLOYFES),
W11FTIII=R ARISING ASA WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT.STRICT LIABILITY.INTI N'TIONAL tA11SC'OADUCT',OR FAI'I_T
OI=ANY KIND, AND FVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE, ERROR. ONIISSION, OR BRFACH Oh -I IIIS AOR.( iFMINT OR NON-
COM PL1ANC'li Wl"I'II APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. Till PROVISION SMALL SURVIVE EXPIRATION OR TERMINATION OF THIS:\G1:1iEMENT.
11.SECURITY I:STERF.Sr. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof until the purchase price therefor is fully paid.
Scllcr ntay Glc anv financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest.
12. LECAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export
Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively."Laws"):(2))will not subject Sellcr to any claim,penahy.or
loss of benefits under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,1311ver will deliver a:oriiftatc to Seller in a form provided by
Seller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Scllcr.
13.R9ISCELLANEOUS. Matters arising out ofor in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Scllcr conscut to the
jurisdidtion of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constiunes the entire agreement regarding the suhjpcl
matter hereof;no modification may be made,unless in writing and signed by the parties;and no acknowledge ent/acceptance of purchase order forms containing differenUadditional terms shall have
force oi'effect. Seller's Ibilure to enforce any provision will not be a waiver of its right to enforce such.provision or any other provision then or thereafter. Any unenforceable provision shalPbe
enforced to the extent it is enforceable.Any provision intendedlos ir`viveslfall'sSrJiSe this'Agreeftleht.'§',t rniinatiot expii'ation'aud the'COnAlmmation ofthe transactions contemplated hereunder
(
Con'zpass —
INVOICE. -
Minerals =
Page-1 of 1 -
-
PLEASE.REMITTOSELLER: :I FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER
P O BOX 277 �LS AMERICA
04348-1047632 NET 60 DAYS 9/8/2015 71377396 =
ATLANTA, GA 30384-7043
SOLD To: 462129/C54512
CARMEL UTILITIES SHIP TO: 505808/CS54514
3450 W 131 ST ST CARMEL UTILITIES
WESTFIELD, IN 46074 5484 E. 126TH STREET
CARMEL, IN 46033
UNITED STATES
SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADINGORDER.NUMBER ORDER TYPE
10995-AUGUSTROBBENSSONS
09i08/15— �W15005-- ---1-----152543Q ——1-526430---�O—
CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY
76599 178 - PRODUCT DELIVERED TRUCK C08
TAX STATUS TAX ID# RELEASE# SALES REP
EXEMPT 0031201550 - C08
PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE I EXTENDED PRICE
7517 COARSE ROCK SALT Y 25.4000 TN 96.00 2,438.40
SUMMARY: I
PRODUCT 2,438.40
FREIGHT&FUEL
SUBTOTAL 2,438.40
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . . 50,800.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-600-743-7258
THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,438.40
WE APPRECIATE YOUR BUSINESS IN US DOLLARS
This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>>>
(Terns and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS
I —
TERMS AND CONDITIONS OF SALE
I.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold Tti'section Oran invoice to which these Terms and Conditions of Sale("Agreement")relate or are attached.
2. OFFER. No terms in Buycr's bid,purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SE'LLER'S OFFER IS
EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT.
:'3. PRICES;TAN ES,:';"EXCUT A$'OniERWISE SPECIFIED Ip�,T)'lIS AGREEiNIEN_a;. !':!,LICE$.ART~"SUBJECT'TO'CHA,�N(l_V177TJ OUT-NOTICE,"ORDER -�Vlf I,lI F-R;T,'3%OI, D,
,U\LE�S OTHERW SE SI I CiFIED;IN THIS AGREEMENT.Ai'SELLLER'S PRICE IN F -kT ON f:�Ci-IEDULED DATE OF311I1'MEttT. Pricesat l.(tcmuucmu docunwnt arca t o1a11
t:
applicable discouq'ts'andrroirol"oiial allowances. References to,""ons"nlneans short tons(200q-lbs.)mnlcss bthcnvtse,spectf eel:,,Any tax or other govcrni cnthl cliarges'tio« tr h reaJ�er laded
production,seve'nmce,ma iuf enure.delivery,storage,consu'rii.-ption salt,use or shipincnt of Products'ordered'or sold are ridt•included int Seller's price and will-
Buyer.' illBuyer.'
A.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and-('_)payment to Seller of rcasonabfc cancellation
charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller(".Products:)are shipped,Seller has no
obligation under any order submitted by Buyer(and may cancel the oder at any time prior to shipment).
5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time anti in the currency specified on Seller's invoicing document. Seller may,in its sole judgment,
require such other payment terms as Seller demo appropriate.including full or partial payment in advance of shipment or by letter ol'ciedit. Credit payment terms must have the prior approval of
Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with
rcsprct to Buyers financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries
or require rcacOnahle asurance ofpaymcnt,and in the absence thereof to cancel,without liability,the unfilled portion of Buyer's order. A finance charge o£lhe lesser of 1.5%per month(1 S%-
APR)of the hi-Ibc,t mic permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date ofthe invoice. Amounts owed by Buyer
-s till%+here there 11 nn dispute will be paid without set-off for any amounts that Buyer may claimer are owed by Seller. Buyer agrees to rcinnbursc Scller lite all auonicv lir.and court costs in
CnnnCRlOn with dcLuih ofthcse payment tome by Btivei.
6.DELAYS. All orders are subject to Seller's ability to make delivery at the time and in the quantities specified,and Seller shall not be liable for damage,for Failure to make partial or complete
shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays
or defaults by carriers,extreme cold Nveather,partial or total failure of Seller's intended production,transportation or delivery facilities.etc..floods,fires,storms,or other acts of God,war or act of
public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including f icl),acts-or omissions of Buyer,action orally governmental authority,or other
force nmjeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested inforniation to Seller,delays resulting from order changes by
Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer.
7. SHiP'vIENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including but not limited to,Seller's and
ear,icr's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignntent shall be the sole responsibility of Buyer. Buyer will assume title
and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and
ordinances and will indemnify Seller against all claims for personal injuries or Property damage arising from the storage.use or handling of such Products. Claims fo damage or shortage in transit
must be made by Buyer against(lie carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and sec that appropriate notation is
made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Btryer, Buyer is solely
responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval,
neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Scllcr's approval,Buyer remains filly responsible for
and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer.
N.\\'ARRtNTY/TIME FOR HAILING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment.the Products will conform to the published
specifications of'Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY
SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY. FITNESS FOR A
PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller orally claim with respect to Products,warranty,or any other claim Euler this Agreement within thirty(30)days
of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be
limited to the replacement of such detective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose.then Buyer shall be entitled only to a
rclund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to
Products will be commenced more than one(1)year aRcr the accrual of the cause of action thereto.
9. LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE NET
PURCiIASE PRICE ACTUALLY PAiD TO SELLER FOR THE PRODUCTS INVOLVED. iN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANYTHIRD PARTY FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WiIETHER BASED ON WARRANTY. CONTRACT, OR TORT
(INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in
mamtfacturin,�processes of Buyer or in combination with other substances or otherwise.
10. INDEIINIFiCATIOS. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRF1;FNT OR FUTCRF,
"t`1 OYEES.OFFICERS.DIRECTORS,SH\RE}iQLDEI2S,�nSURC',R�S,_A FLATS \yD REPRESENT 1TIVES jCOLi ECT]\LLl �14DG�1N11 I'D,P:�RTICb�).I �U`I ALf�xL\[�,S,��
L _ -
LIABILITIES,DANIAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES'�,`FOR-ANY DAMAGE,
INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KiND RELATiNG TO OR ARISING OUT OF THE PERFORMANCE OF THiS .AGREEMENT, INCLUDING WITHOUT
LINMITATION, LOSS OR DAMAGE TO ANY PROPERTi' OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LIMITATION, BUYER OR ITS EMPLOYEES).
WI-IFTHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT.STRICT LIABILI'fl'.INTENTIONAL MISC(.INDUC'T.OR FAULT
OF ANY KIND. AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT, NEGLIGENCE, ERROR. O\MISSION, OR BREACH OF TIMIS AGREFNIENT OR NON-
COM WITi1.U'I'LICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
1 L SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid.
Seller may file any financing statements and give notice ofsuch security interest to third parties as Seller may determine to be necessary to perfect such secuiity interest.
12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state• local and foreign laws and regulations• including the U.S. Export
Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(3)will not subject Seller io any claim,penalty or
loss of benefits under the Laws:and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a fonll provided,by
Seller.certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use ofllic Products as represented to Seller.
13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer anti Seller consent to the
jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject
matter hereof;no modification may be made,unless in writing and signed by the parties;and no acknowledgment/acceptance of purchase order forms containing differenUadditional terms shall have
force or effect. Seller's filure to enforce any provision will not be a waiver of its right to enforce such.provision.or any other provision then or thereafter. Any unenforceable provision shall be
enforced to the extent it is enforceable.Any provision intended to survive shall survive this Agreemeint's'ternninatioi/expiration-and[lie consummation of the transactions contemplated hereunder.'
s
— Compass, INVOICE _
Minerals —
Page-1 of 1
PLEASE REMIT TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER
COMPASSMINEP O BOX 277043 48-1047632
AMERICA 48 1047632 NET 60 DAYS 8/25/2015 71372019
ATLANTA, GA 30384-7043
SOLD TO: 462129/C54512
CARMEL UTILITIES SHIP TO: 505808/CS54514
3450 W 131 ST ST CARMEL UTILITIES
WESTFIELD, IN 46074 5484 E. 126TH STREET
CARMEL, IN 46033
UNITED STATES
SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE
10995-AU GUSTROBBENSSONS
1319835---—SO— ---
CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY
76599 178 - PRODUCT DELIVERED TRUCK C08
TAX STATUS TAX ID# RELEASE# SALES REP
EXEMPT 0031201550 - C08
PRODUCT DESCRIPTION TAX QUANTITY UOMI UNIT PRICE 1 EXTENDED PRICE
7517 COARSE ROCK SALT Y 24.8500 TN 96.00 2,385.60
- ---
SUMMARY: -.-. -�- �-- ---- -- _.� ------
PRODUCT 2,385.60
FREIGHT&FUEL
SUBTOTAL 2,385.60
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . .49,700.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-800-743-7258
THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,385.60
WE APPRECIATE YOUR BUSINESS IN US DOLLARS
This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE> > >
(Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS
TERMS AND CONDITIONS OF SALE
I.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement")relate m are attached.
2;OFFER. No terms in Buyer's bid,purchase order or other form shall be binding upon Seller. Seller rejects additional/difflerent terms in such Buyer's documents. SELLER'S OFFER IS
EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT.
3:PILiC15 TA\I S.. C CG11T AS;OTHER\VISE Si'ECIFiED I '-THIS AGREEMENT',PRiCLS ARF.SUBJECT—TO-CIIAN IE\\TITFIOU1--NOTICE:`ORDERS\ lI:L.13E'1NVOJCI-,D,
UNL$SS OTiIERWISE SPECIFIED IN THIS AGREEMENI.T,AT SELLER'S PRICE IN L'FIt'fiT ON THE SCHEDULED DATE OF 80i'I'MEN'f. Prices on,tke in\orcin .document:r net of all
ap�licabl dtseounts;anif�Iromotioiial allowances. References to:"tans"means shoe-tons(?000 lbs.)unless o(henvise specific.}:.;.An} tax or other cnvernnieinal charge`s tiow.'w:Jiereafteevi d
...upon production,severance,manufacture,delivery,storage,consumption,sale,use or shipment of"Products ordered or sola are not`inchtded in Seller's price and.��iII:Uchargud;to and paid,by
Buyer.
4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable cancellation
charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")arc shipped,Seller has no
obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment).
s.PAYMENT:CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its sole judgment,
require such other payment terms as Seller deenns appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of
Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from 131lyer or with
respect to Buyer's financial condition generally,Seller reserves the right to stop shipment of notification to Buyer and to demand payment in advance or at the time of dclivcry for future deliveries
or icquuc icasanahlc assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge orthe lesser of 1._%per month(IS%o-
APR)or the highest rate pernnined by lacy will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the imoicc. Amounts uWed by Buycr
uvith yhare there is mr1 L!I-l'uie will be paid without set-off for any announts that Buyer may claini.arc owed by Seller. Buyer neiccs to reinnhune Seller for;ill allonte.• feel.11111 .0111-1 colts in
eOM1C01011 with delhult of the..paVnncmt terms by Buyer.
6.DELAYS. All orders arc subject to.Seller's ability to make dclivcry at the time and in the quantities specified,and Seller shall not be liable for damages f'or failure to make partial or complete
shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays
or defaults by carriers,extreme cold weather.partial or total failure of Seller's intended production,transportation or delivery facilities,ctc.,Hoods,tires.storms,or other acts of God,war or act of
public enemry(or civil disturbance).strikes,lock-outs,shornlecs of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority.or other
force majcure event). Buyer shall be liable for any added c\pense:incurred by Seller because of Buyer's delay in hlrnishini_'requested information to Seller,delays resulting from order changes by
Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer.
7. SHIPMENT COSTS/TP-ANSPORTATION N7AT,rERS. Unless ol specified on Seller's invoicing document,all transportation charges. including. but not limited to. Seller's and
carrier's charges for notification prior to delivery,demurrage.switching,detention. delay in unloading,diversion.or reconsignment shall be the sole responsibility of Buyer. Buyer will assmnc title
and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title.Buyer is theft responsible for proper protection of Products and compliance with all regulations and
ordinances and will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Products. Claims for damage or shortage in transit
must be matte by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is
made on the delivery tickets or an inspection report furnished by the local agent of the can ier in order to support a claim. Upon tianslcr of'the Products' risk of loss to Buyer. 13uycr is solely
responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval.
neither Buyer nor any of its ennployces/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for
and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buycr.
S.\VARRANTY/TEME FOR MAKING CLAINIS. Seller warrants only that it will convey goad title to the Products and that,at the time of shipment,the Products will conform to the published
specifications of Scllcr.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KiND,EXPRESSED OR IMPLIED,IS MADE BY
SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES. INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY. FITNESS FOR A
PARTICULAR PURPOSE.OR NONINFRINGENIENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days
of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller.the sole remedy available to Buyer on account of any defect in the Products shall be
linnited to the replaccnnent of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential pwpase,den Buyer:hall be entitled only to a
refund of the amounts paid to Seller for such detective Products. Subject to the notification of claim provision above,no action for breach of the contract For sale or otherwise with respect is
Products will be commenced more than one(1)year after the accrual of the cause of action thereto.
9. LEMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLA11M ARISING UNDER OR IN CONNECTION WITH TT-IIS AGREEMENT WILL BE 1_I\1iTED TO THE NET
PURCHASE PRICE ACTUALLY PAiD TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANi'
INDIRECT. INC'IDE'NTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT. OR TORT
(INCLUDiNG NEGLIGENCE)OR OTHERWISE. Buyer assunms all risks and liability for any damage to persons or property resulting Crum the use of the Products delivered hereunder in
manufacturing processes of Buycr or in combination with other substances or otherwise.
10. I\DI?NiNIFICATION. BUYER SHALL INDEMNIFY. HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECiIVE- PRi Sf\1 OR FI T`RF
LVPLOYEFS,OFFICL-RS;DIRECTO& S1.lARGI19LDE[3$.1\SUIZLRS �E\W-_ N�._R,CP„RLSENTA,TIVES(COLLECTIVELY:, tiL\ L lel LD Pali l�� l 1 Lf ,1,`,1�1�,
LIABILITIES,DANIAGES.SUITS.PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONr\BL ATTORNEYS'FEES)(COLLI' l'tEL}P LOSSES'-),"IrOR�NY'D\Mr\rGL
INJURY. DEATH, LOSS OR DESTRUCTION OF ANY KiND RELATING TO OR ARISING OUT OF THE PERFORNIAN'CE OF THIS AGREEMENT, INCLUDING WITHOUT
LIMiTATiON. LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LIMITATION. BUYER OR I iS i-MPLOY'LI S1.
R'11I'I I II:R ARISI\'G AS A WORKERS'C(AIPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE.TORT.STRICT LIARILITV.I\'TF\'TIl)\Ai \tl>C't 1\hI ( h.OR I \1 I I'
OF ANY' KIND. AND LVEN IF THE RESULT OR ALLECI-D RESULT OF THE C'ONDUC'T. NEGLIGENCE, ERROR. OMISSION. OR BRi:ACIf 01: THIS AOREL-,ME.NT OR .AU:A-
CONiPLIANCF--VWITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THiS PROVISION SHALL SURVIVE EXPIRATION OR TERNIINATION OF THiS AGREEMENT.
11.SECURITY IN"FEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is Ildly paid.
Scller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest.
12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and farcigh laws and regulations, including the LJ.S. Export
Administration Regulations.the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Scller to any clainn,penalty or
loss of benefits under tine Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by
Seller.certitying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Scller.
13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conllicu of law rules,and Buyer anti Scller consent to the
jurisdiction of Johnson County.Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject
matter hereof:no modification may he made.unless in writing and signed by the parties;and no acknowledennendacceptance ofpurchase order forms containing differen'additionid terns shall have
force or effect. Seller's failure to enforce any provision will not be a.waiver,of its right to enforce such provision.or any other prot,ision then or thereafter. Any unenforceable provision shall be
enforced to the extent it is enforceable.Any provision intended to survive shall survive this Agreement's lermination/expiration and the consummation of the transactions contemplated hereunder.
-- Compass
INVOICE
' Minerals —
Page-1 of 1 -
-
PLEASEREMITTO/SELLER: FEDERAL ID#: PAYMENTTERMS INVOICE DATE INVOICE NUMBER -
COMPASS MINERALS AMERICA —
P O BOX 277043 48-1047632 NET 60 DAYS 9/1/2015 71374985
ATLANTA, GA 30384-7043
SOLD To: 462129/ C54512
CARMEL UTILITIES SHIP TO: 505808/CS54514
3450 W 131 ST ST CARMEL UTILITIES
WESTFIELD, IN 46074 5484 E. 126TH STREET
CARMEL, IN 46033
UNITED STATES
SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE
10995=A UGUSTROBBENSSONS
- - -- - - -- 09/01/15 - W1'5005 -- -- -'5198�7-- -� 1519847--= — S-0-
CARRIER
O CARRIER RAIL ITRUCK# EQUIPMENT TYPE F.Q.BPRODUCT DELIVERED TRUCK TERRITORY
76599 178 -
TAX STATUS TAX ID# RELEASE# SALES REP
EXEMPT 0031201550 - C08
PRODUCT DESCRIPTION ___FTAXT QUANTITY UOM UNIT PRICE EXTENDED PRICE
7517 COARSE ROCK SALT Y 24.8200 TN 96.00 2,382.72
SUMMARY I
PRODUCT 2,382.72
FREIGHT&FUEL
SUBTOTAL 2,382.72
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . .49,640.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-600-743-7258
THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,382.72
WE APPRECIATE YOUR BUSINESS IN US DOLLARS
This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>> >
(Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS
TERMS AND CONDITIONS OF SALE
I.PARTIES. "Seller"is identified in the"Remit To"section and`Buyer"in the"Sold To"section of an invoice to which these Terns and Conditions of Sale("Agreement").relate or are attached.
2. OFFER. No terms'in Buyer's bid..jntrchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS
iiXi'Ri--SSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT.
=. PRICES, TAXA$'. �iCG[T_AS'OTtIERWISE SPECIEiE❑ N;Tlllg-,AGREEM17N"T„PRICES;A,(21 SUIIJEC-rltO'C'1I,-N�J ,�)y[TI40,UT i1U"fIC'E."'OIZDI t£S lV.L1 L QG'iN t01Ci?D,
UNLESS OTHERVJiSL SP�Uft11 D'JN THIS AGREEMENT,ATE�LCR'S PRICE iN EPFI C"f ON i E(L bCl IEDULED Dr\TE'Ot SFlI�AC N P. Pnc n(hc,invoi�tn oc m nt,egret oFnll
,applicable discount' irhd ptoiinotiod'aballowanccs. ReferenCes,to'tons"means shott:totts,(--2000 Iba.)unless othcnvisc,specific<l. :1i y tax or other govcnuiicnfai charges no til hcic:ite`r e;tied
U0011 production,severance,nurnufacJurc,delivery,storage;consuniption,.sale,use or sliipntent of Products ordered or sold hic'noC included iniScller's price an ,t tJJ� charge}I to,'and.pailh by
Buyer.
Y.CANCELLATION". Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payntenrto Seller of reasonable cancellation
charges to be solely determined by Seller. Except as otherwise agreed in writing,until lire products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no
obligation under any order submitted by Buyer(arid may cancel the order at any time prior to shipment).
=.
PAYMENT;CREDIT:PAST DUE ACCOUNTS. Buyer will make payment to Seller at the lime and in the currency specified on Seller's invoicing document. Seller may,in its solejudgmcnt.
require such other payment terms as Seller decors appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of
Seller;Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with
rrspcet to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time ordcliver\for future deliveries
ur rcquirr roasonable:r.N urnnce of payment.and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.="S,per month(1S%-
APR)or the highest I tar permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer
o,ith U here there iN uo Ji,pute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to rcimbw:SC SCIICr lit all arr•fncv iN,uul Lour ca111 in
Conn,-,inn kith detltidt of these payment terms by Buyer.
6.DELAYS. All orders are subject{o`Selicr's ability to make delivery at the time and in the quantities specified,and Seller shall riot be liable for damages for failure to make partial or complete
shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably\within Scllcr"s control(including but not limited to delays
or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities.etc.,floods,fires.storms,or other acts of God,war or act of
public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fitel),acts or omissions of Buyer,action orally governmental authority,or other
force majeurc event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requestccl information to Seller,delays resulting from order changes by
Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer.
7.SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charge,, including,but not limited to, Seller's and
carrier',charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignnnent shall be the sole responsibility of Buyer. Buyer will assume title
and risk--of loss coeurrentl} in accordance with Seiler's invoicing document.-On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and
ordinances and will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Products. Claims for damage or shonage in.uansit
must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shonagc and sec that appropriate notation is
made on the delivery tickets or an inspection report furnished by the local agent of the can ier in order to support a claim. Upon transfer of the Products' risk of loss to Buyer. Buyer is solely
responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval,
neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S..Even with such Seller's approval,Buyer remains fully responsible for
and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcar,by Buyer.
S.WARRANTY/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published
specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,FN PRESSED OR IMPLIED,IS MADE BY
SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITi'. FITNESS FOR A
PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)clays
of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be
limited to the replacement of such defective Products by Seller. in the event the remedy provided herein shall be deemed to have failed its essential purtutse,then Bever shat)be enti0ed only to a
refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract fm'sale or otherwise with respect to
Products will be commenced more than one(I)year after the accrual of the cause ofaction thereto.
9. LIMITATION'OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR 1N CONNECTION WiTH THIS AGREEMENT WILL BE LI\,IITED TO THE NEi'
PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. iN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANi'
INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WiIETHER BASED ON WARRANTY, CONTRACT, OR TORT
(INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products dCli\cred hereunder in
manufacturing processes of Buyer or in combination with other substances or otherwise.
10. IN'DE<9NIFiCATION. BUYER SHALL INDEMNIFY. HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVEPRFSFA'T OR FI1Tl'Ri-
t-\IPLOYEES.OFFICERS,DIRECTORS.SHAREHOLDERS, INSURERS AGE._Njy 1ND:REP �NTATi ES (COJ.LECTiA[LY' I\D,AiNl t I L':AP cnS R VI :A C L\li,
. - ;,S:
LIAQILjTIES,DrAMAGES,SUITS.PROCEEDINGS,COSTS AND EXPENShS'(I�CL'UDING REASONALE\�TTO[Z' EYS"FGLS (.COLLECTiV-LY,`LOSSCS'��)�hOR ANY' ,MAGE.
INJURY, DEATH. LOSS OR DESTRUCTION OF ANY KIND RELATING TO.OR ARISING OUT OF THE PERFORMANCE OF TiIIS ;ViREEMENT. I�C'I.,IIDING WiTiIOUT
LIMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LIMITATION, BI;YER OR IFS LMPLOYI;ES).
W IPTI IER ARISING,\S:\WORKERS'COMPENSATION CLAiM OR UNDER THEORIES OF NEGIN-IIONAI \flSl,, \Dt t l.OR F:AI'L i
til AAY KIND, AND I-A'EN iF THE RESULT OR ALLEGED RESULT OF THE CONDUCT, NECLIGENCE, ERROR. OMISSION-OR BRI ACII OF THIS :AGRLEMENT OR NO."-
COMPLIANCE WiTH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TER iNrATION OFTHIS AGREEMENT.
1 I.SECURITY INTEREST. Buyer<grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof.until the purchase price therefor is fully paid.
Scllcr may tile any financing statements and give notice ofsuch security interest to third parties as Seller may determine to be necessary to perfect such security interest.
I_'. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and'foteign laws and regulations, including the U.S.,Export
Aclminiciration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively."Laws"):(2)will not subject Seller to any claim,penalt};or
loss of benefits under the Laws:and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request.Buycr will deliver a ccnificate to Seller in a form provided h_v
Sclier.certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller.
13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to,hc
jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject
matter hereof;no modification may be made,unless in writing all()signed by the parties:and no acknowlcdgmcnt/acccptance of purchase order forms containing different/additional terms shall have
force or effect. Seller's failure to enforce any provision will not be,a waiver of its right to-enforce such.provision or;ony odtcr provision then or thereafter. Any unenforceable provision shalLbe
enforced to the extent it is enforceable.Any provision intended to survive shalhsurvive this Aereeiii ni's'tennimatioit/ezpiration'and the cbtisiunmation of the transactions contemplated hereunder.'
a
=Compass
INVOICE . _
Minerals
Page-1 of 1 =
PLEASEIREMITTO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER
COMPASSMINEP O BOX 277043 48-1047632
AMERICA 48-1047632 NET 60 DAYS 9/3/2015 71376161
ATLANTA, GA 30384-7043
SOLD TO: 462129/C54512
CARMEL UTILITIES SHIP TO: 505808/CS54514
3450 W 131 ST ST CARMEL UTILITIES
WESTFIELD, IN 46074 5484 E. 126TH STREET
CARMEL, IN 46033
UNITED STATES
SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE
10995-AUGUSTROBBENSSONS
z_._--SO,—
- ' - 09/03/15 _ � --- W1500,,--- --�=�-•-- -•15224'47-- 1------.5244.
CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. FREIGHTTERMS TERRITORY
76599 178 - PRODUCT DELIVERED TRUCK C08
[M—STATUS TAX ID# RELEASE# SALES REP
EXEMPT 0031201550 - C08
PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE
7517 COARSE ROCK SALT Y 25.5700 TN 96.00 2,454.72
SUMMARY
PRODUCT 2,454.72
FREIGHT&FUEL
SUBTOTAL 2,454.72
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . .51,140.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-800-743-7258
THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,454.72
WE APPRECIATE YOUR BUSINESS IN US DOLLARS
This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>> >
(Terns and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS
TERMS AND CONDITIONS OF SALE
1.PARTIES. "Seller'is identified in the"Remit To"section and"Buyer"in the"Sold To"section ofan invoice to which these Terms and Conditions of Sale("Agreement' relate or are attached.
2.OFFER. No terms in Buyer's bid,purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER iS
ENPRL'SSLY LINIFFED TO AND CONDITIONED UPON BUYE'R'S ACCEPTANCE OF THIS AGREEMENT.
3 PRICES; TAXE S. ,Li C-F.L':T AS OTHERWISE SPECtVIFD.JN 4JUS AGREEMENT;;•PR1CI$.;c1RC SUBJECT TO ChIANCi_1,WjTiH UT NOTICE.iCE. ORD RS A'IL! ,3F IN
�. F,..__... .I....
t'\'L ES$OTHERWISE SPECIFIED jN THIS AGREEMENT,AT SELLER'S PRICE iN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. I'ricc,•pt;the my-0ieittg;cncun?eht reAy(pf ll
2pplicable discountk and prolicoliblial4illowances. Refercrlac j(o'."oFJs"n}cans shod t(NIt,(Ut)Mbi�.r unless tax or other governmental charges note or 1i.,,wiftgr�lct cd
`iij7mf prj>ductton.severance,manufacture,delivery,storage,consumption,sale,use or shipment of Products ordered or sold are not included in+Seller's price tat Ltsi11:;45Q1dhangc2l to'%ao pllidtby
Buyer. .
4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and`(2)•paynfcnt to Seller of reason5bib cancellation
charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Product's')are shipped,Seller has no
obligation under any order submitted by Buycr(and may cancel the order at any time prior to shipment).
5.PAYtNIENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may.in its solejudgment,
require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of
Scllei's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with
respect to Buyer's financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries
or rc,lauc reasonahle a>,urnnce of payment,and in the absence thereof,to cancel.without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%-
\1,1\
l3%-
VPR t ur the hi;ulw,t rnr permitted by la%N will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer
,�uh:'here there to m, i,-pwe will be paid without set-off for any amounts that Buyer may claim arc owed by Seller. Ruver agrees to reimhwr c Scllcr fir nil anonu•v Ices and court costs in
.,•rr�cii:m With defauh ofthesc payment terms by Buyer. .
6.DELAYS. All orders ard'subject to Seller's ability to snake delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete
shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays
or defaults by carriers,extreme cold weather.partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of
public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other
force majeure event). Buyer shall be liable Cor any added expenses incurred by Scllcr because of Buyer's data),in furnishing requested information to Seller,delays resulting front order changes by
Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer.
7. SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to, Seller's and
carrier's charges for notification prior to delivery,demurrage,switching,detention. delay in unloading,diversion,or reconsignrttent shall be the sole responsibility of Buyer. Buycr will assume title
and risk of loss concurrently in accordance with Sellei's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and
ordinances and\will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Pioducts. Claitits for damage of shortage in transit
must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and sec that appropriate notation is
made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products' risk of loss to Buyer, Buyer is solely
responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval,
neither Buyer not any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains filly responsible for
and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer.
S.\A'ARRANTY/TINT E FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published
specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTi'OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY
SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY. FITNESS FOR A
PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller orally claim with respect to Products,warranty,of any other claim under this Agreement within thirty(30)clays
of Seller's delivery of'Pioclucts or such claim is waived. in the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account orally defect in the Products shall be
limited to the replacement of such defective Products by Seller.-fn the event the remedy provided herein shall be deemed to hawc failed its essential purpose,then Buyer shall be entitled only to a
refund of the amounts paid to Seller Cor such defective Products. Subject to the notification of claim provision above.no action for breach of the contract for sale or otherwise with respect to
Products will be commenced more than one(I)year after the accrual of the cause of action thereto.
17. LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION AV1TH THIS AGREENIENT WILL BE LIMITED TO THE NET
PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANi'
INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM. WHETHER BASED ON WARRANTY, C'ONTRAC'T, OR TORT
(INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in
manufacturing processes of Btryer of in combination with other substances or otherwise.
10. INDEMNIFICATION. BUYER SHALL INDEMNIFY. HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THIIR RESPECTIVE PRESENT OR FUTI:RE
L\1PLU1'EES, OFFICERS.-DIRECTORS. SHAREI{OLDERS-:INSURERS rGL�fT Q IRp�RESEs;i T1-VGS (COLLL 1I,VF1.1„'iN_DEv1 lila l \R1�I S FROM ALL L?41MS,
LIABILITIES,DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE�ATTORNEYS'FEES) OLLECTIVELY;"LOSSES) IFOl)) N DAA`GE� �
INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KiND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT. INCLUDING WiTHOUT
LIMITATION. LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANi' PERSON (INCLUDING. WITHOUT I_IMI"fA'FION, BUYER OR IFS EMPLOYEES).
AA I II-fI ll-R ARiSiM 1 AS A WORKERS'COMPENSATIONCLAIM OR UNDER TIIEORIES OF NEGLIGEN'C'E,TORT.STRICT IJABILITY.IN•TENlIONAL MlSC'ONDI K`I OR FAL'I T
Ut .AIRY KIND. ,AND EVEN IF THE RESULT'OR ALLEGED RESULT OF Till-" CONDUCT, NECiLIGIaNCE. ERROR, U.MISS1ON. OR BRE-ACH 01'THIS AGREEMENT OR NON-
COMPLIANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERNIINATION OF THIS AGREEMENT.
I I.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid.
Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest.
12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export
Administration Regulations,the U.S.Foreign Corrupt Practices Act,and tine U.S.Patriot Act.as amended from time to time(collectively,"Laws");(2)will not subject Seller to tiny claim,penalty or
loss of benefits under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyerwill deliver a certificate to Seller in a form provided by
Seller.icr ifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products is represented to Seller.
13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to)he
jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subect
matter hereof;no modification may be made,unless in writing and signed by the parties;and no acknowledgmcnUacceptance of purchase order forms containing different/additional terms shall hAve
force(?t effect. Seller's failure to enforce any provision will uot,be a.waiver of its righl;to-egfowQC uch;provision or any othor proyisiou then or thereafter. Any unenforceable provision shall}be
enforced to the extent it is enforceable.Any provision intended to survive shall survive this Agreement's terinination/expirition mtd the coitstunntation of the transactions contemplated hereunder.
Compass =
-
Minerals INVOICE
—
Page-1 of 1 -
-
-
PLEASE REMITTO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER
PBOiMINERALS
l43AMERICA
o X i 48-1047632 NET 60 DAYS 8/31/2015 71374459 —
ATLANTA, GA 30384-7043
SOLD To: 462129/C54512
CARMEL UTILITIES SHIP To: 505808/CS54514
3450 W 131 ST ST
WESTFIELD, IN 46074 CARMEL UTILITIES
5484 E. 126TH STREET
CARMEL, IN 46033
UNITED STATES
SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING. ORDER NUMBER ORDER TYPE
10995-AUGUSTROBSENSSONS—
-- -- -- - — - -
- - -08/31/15-- - - --Wi5005= X519846-- --_ -15.98.46- - -S0— — — --
CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. FREIGHT TERMS TERRITORY
76599 178 - PRODUCT DELIVERED TRUCK C08
TAX STATUS TAX ID# RELEASE# SALES REP
EXEMPT 0031201550 - C08
PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE
7517 COARSE ROCK SALT Y 25.2300 TN 96.00 2,422.08
- SUMMARY: - - -
PRODUCT 2,422.08
FREIGHT&FUEL
SUBTOTAL 2,422.08
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . .50,460.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-800-743-7258
THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,422.08
WE APPRECIATE YOUR BUSINESS IN US DOLLARS
This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE> > >
(Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS
l
TERMS AND CONDITIONS OP SALE
1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Argrcement")relate or are attached.
2:OFFER. No terror in Buyer's bid%purchase order or other form shall be binding upon Seller. Scllcr rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS
EXPRESSLY LIrNI TED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT.
_3.,PRiQES; T -NEI 1„,"i-7CJEPT.AiS,"'OTHERWISE-SPEC FFIED:IN,THIS'-AGREEMENT.I i FCES ARE'SUBJECi"TO"CITANCr W1F�10IJT-NO—ITCE. O'RD;ERS'WILL �E,rN{VOiCrI;D.
-::.:UNLESS OTHERWISE SPECIFIED TN THIS AGREEMENT,AT SdLNR'S PRICE IN EFt`EC'.T bN'1'I IL'SCHEDULED DATE Of-SI-IIPh413 iT. Prices.nt)tbc,iowoa�iin doquricut try nqt p{all
,r..
applicalilc discoun)s an „ploniotit ri(l:allowances. References to,,Ions'rpeans short tons(?000 It s.)unless biherwise specuficd_.any tax or older governmental c)nrgcs uioi or h�re,r(lu (cried
_-.;apoih:prpclucuon,severance,manufacture,delivery,storage,coiisum�[lone sale,use br sliipnient'67-Products'pr(I d o;so ai'o not included miScIlct's price�tgh\v 1 b@,�hanged lu;(uul.,p:ut!py
Buyer.
d.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable cancellation
charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no
obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment).
5.PA INI ENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its sole judgment.
require such other payment terms as Seller deems appropriate.including frill or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of
Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with
respect to Fluycr's filmlicial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries
or require rea::onahlc assurance of payment•and in the absence thereof,to cancel,without liability,the unfilled portion of Buycr's order. A fmance charge of the lesser of 1.5`;n per month(1896-
APP,I or the highest nine pcinitucd by law will be assessed on all past due accounts. interest charged on a past due invoice will be assessed from the elate ofilio invoice Amounts owed by Buyci
with Where there.1, to dnfutc gill be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer ap e,to rcinnbnr,c S�Ilrr fur Al anornex Ices:und cunrl cols in
ceith dctaull of these payment terms by Buyer. '
6.DELAYS. All orders are subject to Sellers ability to make delivery at the time and in the quantities specified,and Seller'§hall not he liable for damages for failure to make partial or complete
shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not'rcasonably within Seller's control(including but not limited to delays
or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities.etc.,floods.tires,storms•or other acts of God,war of act of
public enenpy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental audnority.or other
force majcure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by
Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer.
7. S111P\1E:\'T COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges. including, but not limited to, Seller's and
carrier's charges for notification prior to delivery.denmrrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buyer. Biiyei will assume title
and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and
ordinances,and will indemnify Seller against all claims for personal injuries or property damn�e arising from the storage,use or handlingof such PIUdnCts. Claims for damage or shortage in transit
must be made by Buyer against the carrier. Buyer'has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is
made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of[fie Products'risk of loss to Buvcr. Buyer is solely
responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval.
neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for
and shall promptly reimburse Seller for all claims,losses,casts,expenses,liabilities.penalties,demands and taxes directly caused by or incidemal to such use 01'01C railcars by Buyer.
S.WARRANTYrFINIE FOR MAICING CLAIMS, Seller warrants only that it will convey good title to the Products and that,at the time ot',shipmunt,the Products will conform to the published
specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KiND,EXPRESSED OR EMPLIED.IS MADE BY
SLLLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES. INCLUDING .ANY IMPLIED WARRANTIES OF MERCHANTABILITY. FITNESS FOP, A
PARTICULAR PURPOSE.OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,wananty,or any other claim under this Agreement wiihin thirty(30)days
of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of-any defect in the Products shall be
hmited to the replacement ofsuch defective Products by Seller. in the event the remedy provided heroin shall he deemed to have failed its essential purpose.then Btrn'Cr shall be entitled only to a
refund of the amounts paid to Seller for such defective Products. Subject to the notification of clainh provision above,no action [67-breach of the contract for sale or otherwise with respcc! to
Products will be commenced more than one(1)year after the accrual of the cause of action thereto.
9. LLMITATION'01,LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WiTH THIS AGREEMENT WILL BE LIMITED TO TFIE NET
PURCIIASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. iN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANi'THIRD PARTY FOR ANY
INDIRECT. INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM. WHETHER BASED ON WARRANTY, C'ONTRAC'T, OR TORT
(INCLUDING NFGLIGENC'E)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in
manufacturing processes of Buyer or in combination with other substances or othern'ise.
10. INDEMNIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PR1 SF\'T OR 1'l'Tt'RE
EMPLOYEES OFFICERS.DIRECTORS,SHAREHOLDERS-INSURERS � NF ;� fC>,REIRF 6rNTATiVLS(COLL CTIV61\'_'t DL\•! 'L"rFC, 'lItlr _iRr ! 1! "\tS,
"'LIr1131L17`fT:'S,DfLti,AGbS.SUITS,PROCEEDING.CLOS fS AND E\PENSES`(INCLUDIN '"k ,AS N'.'\BLE ATTORNEY. PE S'COLLEC'7:`✓.L .'L SE.".FOR A TY i\M:\iE;
IiNJURV. DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE rnF THIS '.6RFFA4FNT. 1v1C1-I1DING WITHOI1T
LiAIIT\TIOA'. LOSS (M DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF :AN)' PERSON (IN'CLI`DIN(i. All"flkrl 1 ' RI;' 111uA. Ri 1'"_!t "T' ;TC I-AII'1(t) i �t.
r!IFTII;R.ARISIA'tl.AS A WORKERS'COrMPENSATION CLAIM OR UNDER THFORIF.S 01 NI GI IGFNCF.TORT,STRI('I I I Vtill 111'. \_I!vTIONAL , 'sUl r 1,OI; I V1 ! I
(;l A'``t KIND. AND FIVEN IF THE RESULT OR AI_I_ECiFD RESULT OF THE CONDt'('T. AF(iLIGEN'(_'G LRR01'. ,�`,II',�111\_ OR likh.Ar'11 UF� fH[� ,A(iI LL.UL,A'J OR
COMPLIANCE WITH APPLICABLE LAWS BY ANY iNDLMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE E\PIRAiION OR TERMINATION OFTHIS AGREEMENT.
11.SFCUIiITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid.
Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest.
12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and loreign laws and regulations, including the U.S..Export
Administration Regulations,the U.S.Foreign Corrupt Practices Act•and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any claim,penalty of
loss of bcncfits under the Laws;and(3)will cooperate with Seller in any audiUinspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by
Scllcr,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller.
13.MISCELLANEOUS. Matter arising out of or in connection hvith a sale hereunder will be governed by Kansas laws without regard to conflicts of law rues,and Buyer and Seller consent to the
jurisdiction of'Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject
matter hereof no modification may be made,unless in writing and signed by the parties;and no acknowledgmenVacceptanec ofpurchase order forms containing differendadditional terms shall have
force of effect. Seller's failure to enforce any provision will not be a waiver of its right to enforce such provision.or-any other provision then or thereafter. Any unenforceable provision shall he
enforced to the extent it is enforceable.Any provision intended to'sur-ive shall survive this Agreement's lermination/ezt-iration and the consummation or the transactions contemplated I1Cretlndl Cl.,
VOUCHER # 153042 WARRANT# ALLOWED
368932 IN SUM OF $
COMPASS MINERALS AMERICA
PO BOX277043
ATLANTA, GA 30384-7043
Carmel Water Utility
ON ACCOUNT OF APPROPRIATION FOR
Board members
PO# INV* ACCT# AMOUNT Audit Trail Code
71378537 01-6180-03 $2,442.24
c
151-1705�"S P , a34D1qL�
Z 137U,l 1p-o k , �4 t1-Vt)
II-a7 'bSfSF5 '` , 8405.7('
71`575s87 , a �.
qt- Uq
"113Z�g,51 I` , ��Sg•'Z7-
713c�So5� E , a���.1z
-7 Z 5 5 act 1 ; .14 U--s ?�
-11v1-73-1te ; p-q3S•gt?
-T137'-� aIoi � , �35�•(�
`Z131�19135 ;24 CZ
;�3sa.7a
Voucher Total�3j%,e02".24---
Cost distribution ledger classification if
claim paid under vehicle highway fund
Prescribed by State Board of Accounts City Form No.201 (Rev 1995)
ACCOUNTS PAYABLE VOUCHER
CITY OF CARMEL
An invoice or bill to be properly itemized must show, kind of service, where
performed, dates of service rendered, by whom, rates per day, number of units,
price per unit, etc.
Payee
368932
COMPASS MINERALS AMERICA Purchase Order No.
PO 80X277043 Terms
ATLANTA, GA 30384-7043 Due Date 9/15/2015
Invoice Invoice Description
Date Number (or note attached invoices) or bill(s)) Amount
9/15/2015 71378537 $2,442.24
I hereby certify that the attached invoice(s), or bill(s) is (are) true and
correct and I have audited same in accordance with IC 5-11-10-1.6
9 A /s
Date Officer