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HomeMy WebLinkAbout302876 09/12/16 CITY OF CARMEL, INDIANA VENDOR: 368932 ONE CIVIC SQUARE COMPASS MINERALS AMERICA CHECK AMOUNT: $"""20,959.12'CARMEL, INDIANA 46032 PO BOX 277043 CHECK NUMBER: 302876 (9, ATLANTA GA 30384-7043 CHECK DATE: 09/12/16 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 601 5023990 71517488 2,596.88 OTHER EXPENSES 601 5023990 71517489 2,656.16 OTHER EXPENSES 601 5023990 71518005 2,654.08 OTHER EXPENSES 601 5023990 71518427 2,648.88 OTHER EXPENSES 601 5023990 71518556 2,640.56 OTHER EXPENSES 601 5023990 71518557 2,580.24 OTHER EXPENSES 601 5023990 71519097 2,598.96 OTHER EXPENSES 601 5023990 71519591 2,583.36 OTHER EXPENSES VOUCHER # 162584 WARRANT# ALLOWED Prescribed by state Board of Accounts ACCOUNTS PAYABLE VOUCHI 368932 IN SUM OF $ CITY OF CARMEL COMPASS MINERALS AMERICA PO BOX277043 An invoice or bill to be properly itemized must show, kind of service, ATLANTA, GA 30384-7043 performed, dates of service rendered, by whom, rates per day, numl price per unit, etc. Carmel Water Utility 368932 Payee ON ACCOUNT OF APPROPRIATION FOR COMPASS MINERALS AMERICA Purchase Ord PO BOX277043 Terms ATLANTA, GA 30384-7043 Due Date Board members Invoice Invoice Description PO# INV# ACCT# AMOUNT Audit Trail Code Date Number (or note attached invoice(s) or bi 9/1/2016 71519097 71519097 01-6180-03 , 2,598.96 111,5100 951Sb k f 2(.LVD -716Ig5sZ , �SSo. a4 '(t 5i 86os �� - , �co5�i•OS -7(SX4SRt Voucher Total ao .12, 8.96 1 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 Cost distribution ledger classification if claim paid under vehicle highway fund Date C CompassINVOICE = - - ' Minerals — Page-1 of 1 PLEASE REMIT TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASSMINEP 0 BOX 277043 48-1047632 AMERICA 48 1047632 NET 60 DAYS 8/25/2016 71519591 - 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 PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995-AUGUSTROBBENSSONS 08i25/16.. W160 - -- 1634106 1634106_ 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 24.8400 TN 104.00 2,583.36 - SUMMARY: - - --- -------- -- -- - ----- -- - ----- - - - ------- - - — ---- --- - PRODUCT 2,583.36 FREIGHT&FUEL SUBTOTAL 2,583.36 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,680.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-17258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > WE APPRECIATE YOUR BUSINESS IN US DOLLARS 2,583.36 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 TERNIS 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 THIS AGREEMENT. 3. PRICES; TAXIS. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED, UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT.AT SELLER'S PRICE IN EFFECT ON THE SCHFDULED DATE OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts and promotional allowances. References to"tons"means short tons(2 000 lbs.)unless otherwise specified. Any tax or other governmental charges now or•hereafter levied upon production,severance.manufacture,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 Buver. 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 dclivery 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 front order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7.SHIPA'IENT 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 prior to delivery,denmrrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buyer. 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 regtilations and ordinances and will indemnify Seller against ail 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 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 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.NVARRANTY/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 manulacturing 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(ItiCLUD1NG REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"), FOR ANY DAMAGE, INJURY, DEATH, LOSS OR DESTRUCTION OF ANN' 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 NVORKERS'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/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a forin 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 ofthe transactions contemplated hereunder'. IS an acKnowleagement mat a 1:5111OrLaamg nas oeen Issuea ana IS not the Unglnal bill Lading,nor This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. pp Shipper No. ® 18024 Carrier.No. Date /-"" ,-z `./-I/e Name of Carrier TO: . ,. , . FROM: Consignee Shipper AUGUST ROBBEN SONS, INC. Street Street 6500 Bender Rd. r Destination Origin Cincinnati Ohio 45233 ,>✓riy; .,,.,�. � .. Route / Phone hoN neencyResponse umlber, No.Shipped Kind of Packaging, Description of Articles Weight Units 7 Special Marks and Exceptions subject to correction Rate CHARGES ;j(a tils TONS ��\1�r �! ' at a;( = lam✓ —G€� :f.- _ f:1r i� i''_r,� ti 7 _ /1 ! �/// r. s . ''$''� ,( .- - ..- 4th .3 •' 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: �s PREPAID ❑ ADDRESS: VOD 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 edy 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 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 ❑ are to be right 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 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 property,thatever service to be performedhereundershallbesubject toall the Bill ofLadin terms contract carria eartdissigned bauthorized representatives of both partiestothe contract. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER PER OMPASS NMERA PER /•�i _ r.rte / a DATE �`J 'H 11 DOLS MATERIALS MARK WI "TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 49CFR/172:202 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. B 17994, Shipper No. Carrier No. ,+! Date' // I Name of Carrier TO: / ✓ - / t`- FROM: Consignee ,„;; /r ;!:= !,;:f,, _. Shipper AUGUST ROBBEN SONS, INC. Street Street 6500 Bender Rd. Destinationr . , rf Origin Cincinnati Ohio 45233 Route Phoneency Response Number I No.Shipped Kind of Packaging, Description of Articles Weight Units Special Marks and Exceptions subject to correcton Rate CHARGES f TONS z ReceivedrH S S _ty L •; ': ��f r_ Ic -.v At , - �SsS �4 �IS When transporting hazardous materials include the technical or ch Ical name for n.o.s.(not o erwise specified)or generic description of material with appropriate UN or NNnumber as c fined in US DOT Emergency Communication Standard(HM-126C). Provide emergency response phone in case of incident or awid96 in box above. REMIT C.O.D.FEE: C.O.D.TO: �f PREPAID El AD 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,it this shipment is to be delivered TOTAL are required to state specifically in writing the agreed or edy classified,described,packaged,marked,and labeled, to the consignee without recourse on the consignor,the monsignor 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 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 it charges $ per Signature I (Signature of Consignor)I except when box at ❑ are to be right 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 t 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 pro�ierty ver 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,nte�re jed i. all or any said parties with respect to this freight,except to the extent of any written contract which establishes lawful ro ert ,thatever servicetobeperformed hereundershall-iesubecGGtto II heEJlof adrn d"rms contract carriage andissigned bauthorized representatives of both partiestothe contract. SHIPPER AUGUST ROBBEN SONS,.(NC L,� ) CARRIER PER COMPASS MINERALS PER % ,r DATE 'HAZARDOUS MATERIALS MARK WITH"X"TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN'49CFR/172.202 � - is an acknowledgement that a Bill of Lading has been issued and is not the onginal[3111 of Lading,nor - This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. B p 179-86 Shipper No. Carrier No. Date Name of Carrier < TO: FROM: Consignees , �,� Shipper AUGUST ROBBEN SONS, INC. Street Street 6500 Bender Rd. Destination ,�,(% , '�� �} - Origin Cincinnati Ohio 45233 Route JE Phoneum ency Response Nl Number /f No.Shipped Kind of Packaging, Description of Articles Weight Units Special Marks and Exceptions (subject to correction) Rate CHARGES TONS 1/% l >•,�[ r. } J,:tl. , " . Ro 3 When transporting hazardous materials include the technical or chemical name f Usnetiorwise specified)or generic desc- on f ate j wit ictp to Nor NA numb r 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: ry PREPAID ❑ ADDRESS: i / COD Amt: $ COLLECT ❑$ NOTE—Where the r t is dependent on value,sh peers This is to certify that the above named materials are prop- Subject to Section 7 of the contliGons,if this shipment is to be delivered TOTAL are required to state specifically in writing the agreed or eriy classified,described,packaged,marked,and labeletl, 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 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 at are to be right is checked ❑ collect RECEIVED,subject to the classifications and lawfully filed tariffs in effect on the date of the issue and conditions in the goveming 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 property,thatever servicetobe performedhereundershallbesubject toalltheBill ofLadin terms contract carriage andissigned bauthorized representatives of both arts to the contract. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER �' , /f PER COMPASS MINERALS DATE 'HAZARDOUS MATERIALS MARK WITH"X°TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 49CFR/172.202 - - is an acknowledgement that a Bill of Lading has been issued and is not the Unglnal Bill of Lading,nor ' This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. B 18007 Shipper No. Carrier No. Date Name of Carrier Consignee � � „ ��. �", f Shipper AUGUST ROBBEN SONS, INC. Street Street 6500 Bender Rd. Destination , ,;,,f_, _ �! Origin Cincinnati Ohio 45233 'l N r Emergency Response Vehicles' Route Phone Number No.Shipped Kind of Packaging, Description of Articles Weight Units Special Marks and Exceptions (subject to correction) Rate CHARGES TONS '! f/ (��'f�./�� - � ... - - ;^f•�d iN Y":f. � �L�` � iG.ti e ;1'.Y i �r When transporting hazardous materials include the technical or chemical name for n.o.s.(ndlrtrth i pe fieri) ggnedc degpripli Ldefined In US DOT Emergency Communication Standard(HM-126C). Provide emergency response phone in case of incident or accident in box above. i _ REMIT 'E /- C.O.D.FEE: C.O.D.TO: ^- — __�� PREPAID ElADDRESS: J 6�vas Amt:$- COLLECT ❑$ NOTE—Whe a rhe rate is dependent on lue,shippers This is to certify that the above named materials are prop- Subject to Sectfon 7 of the conditions,if this shipment is to be delivered TOTAL are required to state specifically in writing the agreed or erty 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 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=box at ❑ are to be ri ht 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,represe tption 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 whicF estabJishesJawful property,that ever servicetobe performedhereundershallbesub'ecttoalltheBill ofLading terms contract carriage andissigned bauthorized re mS'6ntatiues°o6bnfhartiesitojheconfact.I z. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER 1j 4_' PER COMPASS MINERALS PERtY DATE 'HAZARDOUS MATERIALS MARK WITH°X'TO DESIGNATEHAZARDOUS MATERIALS AS REFERENCED IN 49CFR1172.202 -� -f, - - - --' Is an acxnowleagement mar:a bill or Laamg nas oeen Issuea ano Is not me Vngmal bill or I_aatng,nor- This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or-record. B Shipper No. � �" Carrier No. Date Name of Carrier TO: f 1 -f���,�.- /` �� FROM: Consignee ;, t,_,�,,, r,, Shipper AUGUST ROBBEN SONS, INC. Street Street 6500 Bender Rd. Destination f�,;:,•,, fes ✓ Origin Cincinnati Ohio 45233 F' Emergonency Response Vehicle Route Phe Number No.Shipped Kind of Packaging, Description of Articles Weight Units Special Marks and Exceptions subject to correction) Rate CHARGES TONS �:i <'�' f , = ' ;,'.r' .7" me 1,1111Y d's Date : ZL 7 1 1' 1�.. Jl ✓� _._ A< F € •tom t r.IALI . je r� f Use 1 fi When transporting hazardous . materials include the technical or chemical name fo . 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: G PREPAID ❑$ ADDRESS: COD Amt: $ COLLECT ❑ :NOTE—Where thq,rate is dependent on, e;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 • =red to state specifically inwdting the agreed or eriy classified,described,packaged,marked,and[a d, 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 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 except when box at are to be $ per Signature (Signature of Consignor) ri htis checketl 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 throughoLt this contract as meaning any person accepted for himself and his assigns. or corporation in possession of the property under the contraci)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'ca�rier 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 saidlproperty 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 salmi parties with respect to this freight,except to the extent of any written contract which establishes lawful property,thatever servicetobe performedhereundershallbesub'ecttoalltheBill ofl-adin terms contract carriage and issigned b authorized representatives of both partiestothe contract. SHIPPER AUGUST ROBBEN SONS,' INC: \ ;,CARRIER PER COMPASS MINERALS '"PER DATE ..�, i�1 ,.d' •'.'" �� j �p n • 'HAZARDOUS MATERIALS MARk WITH"X'TO DESIGNATE H ROd`US MATERIALS AS REFERENCED�I1,1-49CFR/172202 f �'�`.,.r. 'y, ._.-� t.f''✓ is an acknowledgement that a Biu of Lading has been issued and is not toe'Onginal Bill of Lading,nor This Memorandum a copy or duplicate,covering the property named herein,and is intended solely.for filing or record.- AA Shipper No. 1.80 V.1 Carrier No. Date- (Name of Carrier TO: FROM: Consignee ;. ,, ,,. - 'f'";, ¢ ,' ,. Shipper AUGUST ROBBEN SONS, INC. Street Street 6500 Benderld. Destination :; ;Z_; 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 �,�'. i ''3 .lk .-�'.G`C_.r.�..ff-' %+i'✓.'_.P.' ' �;;r•"f.n} tea" r i 1�t' -.r ac • fir•?'„ •y ra 'i: _ ^rte - L .. t/•/ G� .. _- .-� � • -'- _ - - y�'i.a�� 1 ti 1� C r >i .'LSF �.i F.Sfi�,t l.alX 12_6' When transporting hazardous materials include the technical or chemical name f r o. ( . n th e ise dfied)or u bar as defined in US DOT Emergency Communication Standard(HM-126C). Provide emergency response phone in case of incident or accident in box abo%3. REMIT s-e .- C.O.D.FEE: PREPAID El ADDRESS: ""' '--' 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 eriy 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 to roper 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 specelty 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 at ❑ are to be right 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 carder 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 eft ,thatever servicetobe erformedhereundershallbesub'ecttoalltheBillofLadin terms contract carriage and-issigned bauthorized re resentativesofboth partiestothe contracL SHIPPER AUGUST ROBBEN SONS, INC. CARRIER PER COMPASS ER S PER of _ y d DATE t f l -- -'HAZARDOUS MATERIALS MARKCITFrX TO DESIGNATE HAZARDOUS MATERIALS dS REFERENCED IN 49CM1172.202-' - `- = - - ------' - --` --- ""-' -�--- -' 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. B 18000 Shipper No. Carrier No. Date Name of Carrier TO: r' ! ?%" i` FROM: Consignee > f� f��,:c._ r-r Shipper AUGUST ROBBEN SONS, INC. Street Street 6500 Bender Rd. Destination ,; ,,,.f ,%',., Origin Cincinnati Ohio 45233 Route / Phoncle mereency Response Number ✓ �'�`` rr No.Shipped Kind of Packaging, Description of Articles Weight Units Special Marks and Exceptions subject to correction Rate CHARGES TONS '% •' r l- !� Ar i ,+.Date 7. gip£ C ' } ACCT When transporting hazardous materials Include the technical or chemical name -'s J v otherwise specified)or g n of mal l p apriate UN or NA nu er as defined in US DOT Emergency Communication Standard(HM-126C). Provide emergency response phone in case of incident or accident in box abov. �7 G REMIT C.O.D.FEE: C.O.D. , CTO: n PREPAID El OD Amt: $ COLLECT ❑$ NOTE—Where the rate is dependent on value,shi ers 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 erly 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 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 it charges 'S per Signature -'(Signature of Consignor) except when box at El are to be right 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 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 toalltheBillofl-adin terms contract carria eand•issigned bauthorized representatives of both partiestothe contract. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER -F` PER MPASS WER S PER G DATE V i /a i` l i;'��f• .l i J1L. '- - 'HAZARDOUS MATERIALS MAR I "x'TO DESIGNATE HAZARDOUS MATERIALS S REFERENCED IN 49CFR/172.202 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. © Shipper No. 19033 Carrier No. Date Name of Carrier _ TO: /�ij - FROM: Consignee t ;.: ;. ,,, ,.,r /,`/`� ,,' .1...,.= Shipper AUGUST ROBBEN SONS, INC. Street Street 6500 Bender Rd. Destination / %„ ;, 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 =� `1 TONS r,% / rf `' .� _%-'1` �r `r.• �r `��-c..f:�,.�` - Ile A 339z REMVEJ 40X ;. wrOirer! :Ea,,.a.� `!, t' rem- :,+yx�>=• 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 aboyp, - - REMIT �f C.O.D.FEE: PRAID A D 0 RESS: 0 1 COD Amt: $ COLLECT ❑$ NOTE—Where the rate is dependent on value,shippers s to certify that the above named m ials 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 e c asstfied,described,packaged,mark d,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 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 at are tbe right 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 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 property,thatever servicetobe performedhereundershallbesub•ecttoall the Bill ofLadin terms contract carriage and-issigned bauthorized representatives of both partiestothe contract. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER ,i PER COMPASS MINERALS PER ; ll% - d DATE 'HAZARDOUS MATERIALS MARK WITH"X°TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 49CFR/172.202 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 8/24/2016 71519097 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 CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995-AUGUSTROBBENSSONS 08/24/16 W1 001 1634105 1634105 - SO CARRIER RAIL I TRUCK# EQUIPMENT TYP 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 24.9900 TN 104.00 2,598.96 - - -SUMMARY• .-�� ------- - -- - --- -- - - - - - - - - --- - - PRODUCT 2,598.96 FREIGHT&FUEL SUBTOTAL 2,598.96 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . .49,980.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,598.96 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.naselt.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 terms in Buyers 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. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT..PRICES .ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED, UNLESS OTHERWISE SPECIFIED iN TI IIS AGREEMENT,AT SELLER'S PRiCE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts and proniotional'allowances. References to"tons"means short tons(2000 lbs.)unless otherwise specified. Any tax or other_governmental charges iiow or hereafter levied upon production,s6verance,manufacture,delivery,storage,-constmiption.'sale,use or shipment.of Products ordered or'sold arc.not included in'Sellers price and will be charged to and paid by 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.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will stake 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 tb 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 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 majcure event). Buyer shall be liable for any added expenses incurred by Seller because of Buver'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. 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,dcnurrage,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 mnnSt be niacle by Buycr 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 arc 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 retrains 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.NVARRANTY/TIAIE 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 NONIN'FRINGErNIENT. 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 Sellcr 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"1-0 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. Buver assumes all risks and liability for any damage to persons or property resulting from the rise 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.-SHAREF101,DERS„1NSURERS,.AGEN"FS 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,FNTENTiONAL 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 Setter 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 necessaryto 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 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'hercof;no modification may be made,unless in writing and signed by the panics;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 it 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 tenmination/expiiation and the'consummation of the transactions contemplated hereunder. Compass = INVOICE - Minerals — Page-1 of 1 - - PLEASE REMIT TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASS MINERALS AMERICA — P 0 BOX 277043 48-1047632 NET 60 DAYS 8/20/2016 71517488 — 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 CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995-AUGUSTROBBENSSONS . 08/19/16 W4 001- 163257 11532357 . :SO. CARRIER RAIL/TRUCK# EQUIPMENT TY F.O.B. FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION ___TTAx7 QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.9700 TN 104.00 2,596.88 SUMMARY: PRODUCT 2,596.88 FREIGHT& FUEL SUBTOTAL 2,596.88 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,940.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-17258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > WE APPRECIATE YOUR BUSINESS IN US DOLLARS 2,596.88 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.PAR'T'IES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section Oran 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 additionalidifferent terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF"PHIS AGREEMENT. 3. PRICES; "]'A S. E' CETT AS OTHERWISE SPECIFIED iN,'THIS AGREEMENT, PRICES ARE SUBJECT TO CHANGE-)ViTHOUT NOTICE. ORDERS.WILL.BE INVOICED, UNLESS OTHERWISE SPECIFIED iN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing documcnt:are net of all applicable discounts and promotional allowances. References to"tons"means short tons(2000.lbs.),unless otherwise,specified..._Any tax or other governihenial charges'now.pr hereafter,levied upon production,severance,manufacture.delivery.storage.cnnsumption,'sale.use or shipment of Pioducts ordered or sold are not included in Seller's price and will be charged to and paid by 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.PAYMENT;CR EDIT:PAST DUE ACCOUNTS. Buyer will make payment to Seller at file 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 or 1.5%per month(18%- 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 default ofthese payment terms by Buyer. 6.DELAYS. All orders are subject to Seller's ability to make delivery at the time and in the quantiiies 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 wcaiher,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 orally governmental authority,or other force majcure event). Buyer shall be liable for any added expenses incurred by Scllcr because of Buyer's belay in furnishing requested information to Seller,delays resulting from order changes by Buyer,or delay in unloading shipments at tale delivery point that are the fmlt of Buyer. 7.SHIPMENT COSTS/TRANSPORTAT]ON \-TATTERS. 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 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 no!any of its employces!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/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 NIERCHANTABILiTY, 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 detective Products by Seller. In the event the remedy provided herein shall be tamed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Scllcr 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 PRfCT ACTUALLY PAiD TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LiABLE TO BUYER OR ANY THiRD PARTY FOR ANY I'NDiRECT, INCIDEN'T'AL. 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 manulacturing 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. OP!ICEkS. DIRECTORS_SHAREHOLDERS,_IN$LiRCRS, AGENTS AND REPRESENTATIVES (COLLECTIVELY."INDEMNIFIED PARTIES"), FROM ALL CLAIMS, LIABILITIES,DAMAGES.SUITS,PROCEEDINGS,COSTS-AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"),FOR ANYDAMAGE, 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), WHETiiE-R ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE.TORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT OF ANi' KIND, AND EVEN iF 7 HE RESULT OR ALLEGED RESULT OF THE CONDUCT, NEGLIGENCE, ERROR, OMISSION.OR BREACH OF THiS AGREEMENT OR NON- COMPLIANCE WITH APPLICABLE LAWS BY ANI'INDENINIFIED 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 mnv file any roancin statements and Lire notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLL•kNCE. 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 Saler,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 ofpurchasc order forms containing different/additional terms shall have force or effect. Seller's fi!ilure 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 codsummation of the transactions contemplated hereunder, Com� INVOICE ass — - - Minerals — Page-1 of 1 - - - PLEASE REMIT TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASSMINEP 0 BOX 277043 48-1047632 AMERICA 48 1047632 NET 60 DAYS 8/23/2016 71518556 — 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 CUSTOMER PO BILL OF LADINGORDER NUMBER ORDER TYPE 10995-AUGUSTROBBENSSONS 08,18/16 W1600/ 1632356. J 1632356 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 25.3900 TN 104.00 2,640.56 - - SUMMARY: - ------ — - --- _ ----- - -- -- --- - PRODUCT 2,640.56 FREIGHT&FUEL SUBTOTAL 2,640.56 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . . 50,780.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > WE APPRECIATE YOUR BUSINESS IN US DOLLARS 2,640.56 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 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 LINIITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3. PRICES; TAXES. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT. PRICE'S ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED, UNLESS OTHERWISE SPECIFIED.IN THIS AGREEMENT;AT SELLER'S PRICE N EFFECT ON THE SCHEDULED DATE OF S'HiPNIENT. Prices on the invoicingdoctinhent'are nei ofall applicaljle discounts and promotionalallowances. References to"tons"means short tons(2000.lbs.)unless otherwise specified. Any tax or other govcrmnental'cliarges itow'or'hereafter levied upon production.severance,manufacture,delivery,storage,consumption,sale,use or shipnlenm of Products ordered or sold'are not included in Seller's price and,tvill bc.cltargell to and paid by Buyer.. q.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 Buycr(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 dccnhs 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 niontlt(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 Buycr 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 arc'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 majeurc 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 Buycr,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 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 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 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 Buycr 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 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 ofSeller.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 o•aived. 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 suclh defective Products by Seller. in the event the remedy provided herein shall be deemed to have failed its essential purpose,then Btrycr 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\PITH 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. Buycr 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. iNDENINIFICATION. 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,ATTORNLYS'FEES}'(C6LLECTIVC'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 1-1v11TAT1ON, 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 Seiler,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 tile any financing statements and give notice of such security interest to third parties as Seller may determine to be necessaryto 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 auditlinspection 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 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. ass Com� = - INVOICE _ Minerals — Page-1 of 1 p PLEASE REMIT TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASSMINEP O BOX 277043 48-1047632 AMERICA 48 1047632 NET 60 DAYS 8/23/2016 71518557 - 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 PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995—AUGUSTROBBENSSONS - 08i22/16 W1 60K 1632361 1632361 SO 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 24.8100 TN 104.00 2,580.24 _ SUMMARY:. - - _ - -- - _ ----- — ------ --- _---- — - —_ --- - ----- PRODUCT 2,580.24 FREIGHT&FUEL SUBTOTAL 2,580.24 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . .49,620.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-17258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > WE APPRECIATE YOUR BUSINESS IN US DOLLARS 2,580.24 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.nasait.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 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 THIS AGREEMENT. 3. PRICES; TAXES. EXCEPTAS OTHERWISE SPECIFIED IN THIS AGREEMENT, PRICES ARE SUBJECT TO CHANGE WiTHOUT NOTICE. ORDERS WiLL BE INVOICED, UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT SELLER'S PRICE iN EFFECT ON THE SCI IEDULED DATE OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts and pronnotional.allowances. References to"tons'means short tons(2000 lbs.)unless otherwise specified. Any tax or other governmental charges n9w.or hereafter levied upon production,severance,manufacture.delivery,storage,consumption,sale,use or shipmcnf of Products ordered or sold are not included in,Seller's price and will,be charg9d to and paid by 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,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 fltll 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 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%per month(IS%- APR)or the highest rate permitted by law Nvill be assessed on all past due accounts. Interest charged on a past due invoice will be assessed front the date of lite invoice. Amounts owed by Buyer with where(here 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 nvith default 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 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,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 orally governmental authority,or other force majeure event). Buyer shall be liable f'or any added expenses incurred by Seller because of Buycr's delay in fin nishing 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 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 concutTcntly 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 matte by Buyer against tate 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.`.VARRANTY/TIME FOR iNIAKING 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 NOMNFRiNGEMENT. 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 sale 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. 1-I1'11TATiON 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 ol'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,PR OCEEDINGS,'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 PARTiE-S. 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, stale, 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 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. CompassINVOICE = - - ' 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 8/23/2016 71518427 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 CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995-AUGUSTROBBENSSONS - 08/18/16 W1 04 1628403 1628403 SO CARRIER RAIL/TRUCK# EQUIPMENT TYP 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 25.4700 TN 104.00 2,648.88 SUMMARY: - __- ----—__ _ -- PRODUCT 2,648.88 FREIGHT& FUEL SUBTOTAL 2,648.88 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . . 50,940.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > WE APPRECIATE YOUR BUSINESS IN US DOLLARS 2,648.88 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 EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3. PRICES; TAXES. EXCEPT ASOTHERWISE SPECIFIED IN THIS AGREEMENT. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE-INVOICED, UNLESS OTHERWISE SPECIFIED 1N THiS AGREEMENT,'AT SE'LLER'S PRICE IN EFFECT ON T14E SCHEDULED DATE OF SH'IPNIENT. Prices on the invoicing document are net of all applical)le discounts and.pronnotional'allowances. References to"tons"means short tons(2000,lbs.).unless otherwise specified. Any tax or other governmental charges uow or liereaf'ler levied upon production,severance,manufaclure,delivery,storage,consumption;sale,use or shiprrtcnt of Products ordered or'-sold sie not.included in"Seller's price and,will be cliai i d'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,Scllcr 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 Seiler's invoicing document. Seller may,in its solejudgment, 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 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 notificalion 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(I S%- 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 arc subject to Seller's ability to make.delivery at the time and in the quantiiies specified,and Seller.shall not be lialilc 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 orally governmental authority,or other force nnajeurc 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.SHIPiNIENT 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 indenuify 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 promptIv 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.NVARRAN'1'Y(FIME 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.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 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 ofaction 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 ANi' 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 ANDREPRESENTATIVES (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 WITI I 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 ftilly 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/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 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 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 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 tenminatiohlexpiration and theconsummation of the transactions contemplated hereunder. Compass = INVOICE Minerals — Page-1 of 1 PLEASE REMIT TO/SELLER: FEDERAL ID M PAYMENTTERMS INVOICE DATE INVOICE NUMBER COMPASS MINERALS AMERICA P O BOX 277043 48-1047632 NET 60 DAYS 8/22/2016 71518005 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 CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995-AUGUSTROBBENSSONS C'8/22/16 1N1600 . 1632360 : 1632360 SO CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. I 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 25.5200 TN 104.00 2,654.08 SUMMARY: - - - ---- - ----- - - - ---- -- -- ----- -- -- - - - PRODUCT 2,654.08 FREIGHT& FUEL SUBTOTAL 2,654.08 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . . 51,040.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-17258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > WE APPRECIATE YOUR BUSINESS IN US DOLLARS 2,654.08 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 terns in Buyer's bid,purchase order or other form shall be binding upon Seller. Seller rejects additional/different teens in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3. PRICES; TAXES. EXCEPT AS OTHERWISE SPECIFIED iN THIS AGREEMENT, PRICES ARE'SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS,WILLBE INVOICED, UNLESS OTHERWISE SPECIFIED'iN THIS AGREEMENT,AT SELLER'S PRICE iN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices.on the invoicing document are net.oIf all applicable discounts:diol promotional allowances. References to"tons"riaans short tons(2000 lbs.)unless otherwise specified.. Any tax or other governmental cha ges riotaf or•bevea[fer levied upon production,severance,manufacture,delivery,storage,consumption;sale,use or shipment of Products ordered or sold ate not included im Seller's price and.hill bc,:charged t4 at)d,paid,by Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(I)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 majeurc event). Buyer shall be liable forany 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. SHIPMF.' 'COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to, Seller's and carrier's chat -;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 Ic 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 ordinancesar 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 y 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 livery 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 ti rhe 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 rr any of its employees/agents will divert or export any such railcar to an)-where 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 CLAUNIS. 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 hercof 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. LIMITATION OF LIABILITY. SELLER'S LIABI11ITY 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 Olt FUTURE EMPLOYEES,OFFICERS, DIRECTORS,SHAREHOLDERS, INSURERS,AGENTS AND REPRESENTATIVES.(COLLECTIVEL�,,r`I1. ,MNIFIED PARTiES")1FROM-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 life 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,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 lav 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 forceor 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's'urvive shall survive this Agreement's termination/expiration and the consummation of the transactions contemplated hercundec 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 8/20/2016 71517489 — ATLANTA, GA 30384-7043 SOLD To: 462129 / C54512 CARMEL UTILITIES 3450 W 131 ST ST SHIP To: 505808/CS54514 WESTFIELD, IN 46074 CARMEL UTILITIES 5484 E 126TH ST CARMEL, IN 46033 UNITED STATES SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995-AUGUSTROBBENSSONS 08/19/1.6 - W160ny 163239 1632358 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 25.5400 TN 104.00 2,656.16 SUMMARY: - PRODUCT 2,656.16 FREIGHT&FUEL SUBTOTAL 2,656.16 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . . 51,080.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-1743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > WE APPRECIATE YOUR BUSINESS IN US DOLLARS . 2,656.16 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 terns 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. 3. PRICES; TAXES, EXCEPT AS 01 -RWISE SPECIFIED IN THIS AGREEMENT,PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL-BE INVOICED. UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing documentare net of all applicaule discountsand promotional allowances. References to''tons"means short.tons(2000 lbs.)unless otherwise specified...Any tax or other governmental'chargcs nowyc or licreafter levied upon production.severance.manuftcturc.delivery.storage,consumption,sale, use or shipment of Products ordered or sold are not included in Seller's price and will be,charged toand paid by Buvcr. 4.CA`iCELLAT;ON. 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 dctcnnined 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). i.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 deliveryfor 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 IS%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-oft'for any amounts that Buyer may claim arc 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.DELLA 'S. All orders are subject to Seller's ability to maGc delivery at the time and in the quantifies specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipment_-.. 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. i.SHIPMENT COSTS/TRANSPORTATION ISTATTERS. Unless otherwise specified on Sellers 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 sec that appropriate notation is made of 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,danmge 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'ngents will divert or expos 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/I'nME FOR MAKING CLAIMS. Seller wmTants 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',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 WARRA\'TIES, INCLUDING ANY IMPLIED WARRANTiES OF MERCHANTABILITY, FiTNESS FOR A PARTiCULAR 1'IJItPOSE,OR NONINFRiNGEN1E-NT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Scller'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 Seiler 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 to Products will be commenced more than one(1)year after the accrual of the cause of action thereto. 9- i,i+7lTA'CJON 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 (iNC'LUDING Ni;GLIGENC'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 Ruver ur in combination with other substances or otherwise. 10. iNDFNINIFiCATION. 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), WHETI IER 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 13Y 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 Hilly paid. Sellcr 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 COYIPLIAiNCE. 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 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. \Tatters 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 ndt 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 faihtic to enl'orce 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 fermis lion expiration and the consummation of the transactions contemplated hereunder.