HomeMy WebLinkAbout301655 08/08/16 %' ,� • CITY OF CARMEL, INDIANA VENDOR: 368932
ONE CIVIC SQUARE COMPASS MINERALS AMERICA CHECK AMOUNT: $*****5,239.52*
a. a CARMEL, INDIANA 46032 PO BOX 277043 CHECK NUMBER: 301655
ATLANTA GA 30384-7043 CHECK DATE: 08/08/16
DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION
601 5023990 71507755 2,603.12 OTHER EXPENSES
601 5023990 71507756 2,636.40 OTHER EXPENSES
VOUCHER# 162196 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
71507756 01-6180-03 2,636.40 ,
Voucher Total5,2`*Sa 40
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 BOX277043 Terms
ATLANTA, GA 30384-7043 Due Date 7/30/2016
Invoice Invoice Description
Date Number (or note attached invoice(s) or bill(s)) Amount
7/30/2016 71507756 2,636.40
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
Date Officer
-Compass
—
INVOICE
Minerals —
Page-1 of 1
PLEASE REMIT TO/SELLER: FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBER
COMPASSMINEP 0 BOX 277043 48-1047632
AMERICA 48 1047632 NET 60 DAYS 7/21/2016 71507756
ATLANTA, GA 30384-7043
SOLD TO: 462129/C54512
CARMEL UTILITIES SHIP TO: 505808/CS54514
3450 W 131 ST ST
WESTFIELD, IN 46074 CARMEL UTILITIES
5484E 126TH ST
CARMEL, IN 46033
UNITED STATES
SHIPPED FROM DATE SHIPPED CUSTOrvIER PO BILL OF LADING ORDER NUMBER ORDER TYPE
10995-AUGUSTROBBENSSONS \
07/21/16 W1 04 1619062 =1619062. _ _SO
CARRIER RAIL/TRUCK# EQUIPMENTTYP F.O.B. FREIGHT TERMS TERRITORY
76599 178 - PRODUCT DELIVERED TRUCK C08
TAX STATUS TAX ID# RELEASE# 1SALES REP
EXEMPT 0031201550 - C08
1
PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE I EXTENDED PRICE
7517 COARSE ROCK SALT Y 25.3500 TN 104.00 2,636.40
SUMMARY: ---
PRODUCT 2,636.40
FREIGHT&FUEL
SUBTOTAL 2,636.40
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . . 50,700.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-600-743-7258
THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,636.40
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 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
'EX-PRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT.
,3 1,RICES; TA,l'ES. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS.WILL BE INVOICED,
_I-LESS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT SELLER'S PRiCE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net of all
10JJ ticablc discount's and promotional allowances. References to"tons"means short tons(2000 lbs.)unless otherwise,specified. Any tax or other governmental charges now or hereafter levied
upon production,severance,manufttcture,delivery,storage,consumption,sale, use or shipment of Products ordered or sold are not included in Seller's price and will be charged 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")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 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
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%-
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 Seller for all attorney fees 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 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 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. 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 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 the railcars by Buyer.
S.WARRANTY/TIME FOR MAILING 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(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 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 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 otherwise.
10. INDEMNIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE
EMPLOYEES,OFFICERS, DIRECTORS,SHAREHOLDERS,INSURERS, AGENTS AND REPRESENTATIVES (COLLECTIVELY,"INDEMNIFIED PARTIES"), FROM ALL CLAIMS,
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-
COMPLiANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
11.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 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 Seller in any audit/inspcction relating to the Laws. Upon Seller's request,Buycr 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 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 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 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 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 Agreement's termination/expiration and the 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
COMPASSMINEP O BOX 277043 48-1047632
AMERICA 48 1047632 NET 60 DAYS 7/21/2016 71507755 =
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 ST
CARMEL, IN 46033
UNITED STATES
SHIPPED FROM DATE SHIPPED CUSTOMER POBILL OF LADING ORDER NUMBER ORDER TYPE
10995-AUGUSTROBBENSSONS
- - - 07/21/16 W160 4 1619061 1619061 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 EXTENDED PRICE
7517 COARSE ROCK SALT Y 25.0300 TN 104.00 2,603.12
SUMMARY: - - -- —-- -- --- -_- ------- -- --- ------- - - - - - --.--- -- _---
PRODUCT 2,603.12
FREIGHT&FUEL
SUBTOTAL 2,603.12
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT . . . 50,060.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-800-1743-7258
THANK YOU FOR YOUR ORDER PLEASE PAY> > >
WE APPRECIATE YOUR BUSINESS IN US DOLLARS 2,603.12
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
TERNfS 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 Ternns 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
FXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT.
310RICES;TAKES. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED,
Ute ESS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net of all
-,a;�icable discount's and promotioial'allowances. References to"tons"means short tons(2000 lbs.)unless otherwise specified. Any tax or other governmental charges now or hereafter levied
anpuli.production.severance,manufacture,delivery,storage,consumption,sale,use or shipment of Products ordered or sold aid not included in Seller's price and will be charged 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")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 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
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%-
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 Nvithout 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.
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,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 govemmental 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 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 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 canier 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 employeeshigents 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.
8;.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 anytime 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(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 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 damage to persons or property resulting from the use of the Products delivered hereunder in
manufacturing processes of Buycr or in combination with other substances or otherwise.
10. INDEMNIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE
EMPLOYEES,OFFICERS. DIRECTORS. SHAREHOLDERS, INSURERS,AGENTS AND REPRESENTATIVES (COLLECTIVELY,"INDEMNIFIED PARTIES"). FROM ALL CLAIMS,
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-
COMPLIANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THiS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
11.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 detennine 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 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
Sella,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 the entire agreement regarding the subject
matter hereof;no modification may be made,unless in writing and signed by the parties;and no acknowledgment/acceptancc 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 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 Agreement's termination/expiration and the consummation ofthe transactions contemplated hereunder.
r
is an acKnowledgement that a Bill of Lading has been issued and is not the Original Bill of Lading,nor
This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. p 7
Shipper No. B 1 7 104
Carrier No.
Date
Name of Carrier).
To: ShippAUGUST ROBBEN SONS INC.
Consignee �i i ; .? ,. Shi er ,
Street Street 6500 Bender Rd.
Destination , ,r
Origin Cincinnati, Ohio 45233
Emergency Response Vehicle
Route Phone Number
No.Shipped Kind of Packaging, Description of Articles Weight
Units Special Marks and Exceptions subject to correction Rate CHARGES
TONS
Re c Is v
Ina te
ACCT c�(8.3 ,.
When transporting hazardous materials include the technical or chem) I name for n.o°s.(not otherwise specl' r eneric description of material with appropriate UN o NA number as defined in US DOT Emergency Communication Standard(HM-126C).
Provide emergency response phone in case of incident or accident in box a ova.
REMIT /- / �f C.O.D.FEE:
PREPAID
A DR SS: �i✓ / coo Amt: $ COLLECT ❑$
NOTE—Where the rate is dependent on value,shippers This is to certify that the above named materials are prop- Subject to Section 7 of the conditions,if this shipment is to be delivered TOTAL
are required to state specifically in writing the agreed or arty classified,described,packaged,marked,and labeled, to the consignee without recourse on the consignor,the consignor shall CHARGES $
declared value of the property. and are in proper condition for transportation according to sign the following statement:
The agreed or declared value of the property is hereby the applicable regulations to the Department of The carder shall not make delivery of this shipment without payment FREIGHT CHARGES
specifically stated by the shipper to be not exceeding Transportation. of freight and all other lawful charges. FREIGHT PREPAID Check box if charges
$ per Signature (Signature of Consignor)I except when box at El are to be
riht is checked collect
RECEIVED,subject to the classifications and lawfully filed tariffs in effect on the date of the issue and conditions in the governing classification on the date of shipment.
of this Bill of Lading,the property described above in apparent good order,except as noted(contents Shipper hereby certifies that he is familiar with all the Bill of Lading terms and conditions in the
and condition of contents of packages unknown),marked,consigned and destined as indicated above governing classification and the said terms and conditions are hereby agreed to by the shipper and
which said carrier(the word carrier being understood throughout this contract as meaning any person accepted for himself and his assigns.
or corporation in possession of the property under the contract)agrees to carry to its usual place of NOTICE:Freight moving under this Bill of Lading is subject to the classifications and lawfully filed
delivery at said destination if on its route,otherwise to deliver to another carrier on the route to said tariffs in effect on the date of this Bill of Lading.This notice supersedes and negates any claimed,
destination.It is mutually agreed as to each carrier of all or any of said property over all or any alleged or asserted oral or written contract,promise,representation or understanding between the
portion of said route tc destination and as to each party at any time interested in all or any said parties with respect to this freight,except to the extent of any written contract which establishes lawful
ro art ,thatever servicetobeperformed hereundershallbesubject toalltheBill ofLading terms contract carriage andissigned bauthorized representatives of both partiestothe contract.
SHIPPER AUGUST ROBBEN SONS, INC. CARRIER
PER COMPASS MINERALS PER
DATE
'HAZARDOUS MATERIALS MARK WITH"X'TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 49CFFUl 72.202
Is an acKnowleagement inat a bflll or Lading nas Deen ISsuea and Is not the Unginal Bill of Lading,nor
This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. Q
Shipper No. ""
Carrier No.
Date
Name of Carrier
Consignee f Shipper AUGUST ROBBEN SONS, INC.
Street Street 6500 Bender Rd.
Destination r.(.. .,, •.:.., _,:.y.- Origin Cincinnati, Ohio 45233
Emergency Response Vehicle
Route Phone Number f .j
No.Shipped Kind of Packaging, Description of Articles Weight
Units Special Marks and Exceptions subject to correction Rate CHARGES
TONS
_ a
r
When transporting hazardous materials include the technical or chemical name for n.o.s.(not otherwise specified)or generic description of material with appropriate UN or NA number as defined in US DOT Emergency Communication Standard(HM-126C).
Provide emergency response phone in case of incident or accident in box above.
REMIT C.O.D.FEE:
C.O.D.TO: n PREPAID El
ADDRESS: COD Amt: $ COLLECT ❑$
NOTE—Where the rate is dependent on value,shippers This is to certify that the above named materials are prop- Subject to Section 7 of the conditions,if this shipment is to be delivered TOTAL
are required to state specifically in writing the agreed or arty classified,described,packaged,marked,and labeled, to the consignee without recourse on the consignor,the consignor shall $
declared value of the property. and are in Proper condition for transportation according to sign the following statement: CHARGES
The agreed or declared value of the property is hereby the applicable regulations to the Department of The carrier shall not make delivery of this shipment without payment FREIGHT CHARGES
specifically stated by the shipper to be not exceeding Transportation. of freight and all other lawful charges. FREIGHT PREPAID Check box if charges
$ per Signature (Signature of Consignor) except when box atd are to be
ht is checked El collect
RECEIVED,subject to the classifications and lawfully filed tariffs in effect on the date of the issue and conditions in the governing classification on the date of shipment.
of this Bill of Lading,the property described above in apparent good order,except as noted(contents Shipper hereby certifies that he is familiar with all the Bill of Lading terms and conditions in the
and condition of contents of packages unknown),marked,consigned and destined as indicated above governing classification and the said terms and conditions are hereby agreed to by the shipper and
which said carrier(the word carrier being understood,throughout this contract as meaning any person accepted for himself and his assigns.
or corporation in possession of the property under the contract)agrees to carry to its usual place'of NOTICE:Freight moving under this Bill of Lading is subject to the classifications and lawfully filed
delivery at said destination if on its route,otherwise to deliver to another carrier on the route to said tariffs in effect on the date of this Bill of Lading.This notice supersedes and negates any claimed,
destination.It is mutually agreed as to each carrier of all or any of said property over all or any alleged or asserted oral or written contract,promise,representation or understanding between the
portion of said route to destination and as to each party at any time interested in all or any said parties with respect to this freight,except to the extent of any written contract which establishes lawful
ro ert ,thatever servicetobe performedhereundershallbesubject toall the Bill ofLadin terms contract carria eandissi ned by authorized representatives of both partiestothe contract.
SHIPPER AUGUST ROBBEN SONS, INC. CARRIER
PE COMPASS R S PER
G DATE S` iO �: /,! J_'`fr ..;`%•'i^"--��"'��"s
'HAZARDOUS MAIEIALS MARKH'P50 DESIGNATE HAZARDOUS MATERIALS AS REFEREN ED IN 46CFFUl 72.202 l '-�
._ .1