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HomeMy WebLinkAbout303981 10/10/16 1y u CAgM� CITY OF CARMEL, INDIANA VENDOR: 368932 z. ONE CIVIC SQUARE COMPASS MINERALS AMERICA CHECK AMOUNT: $****21,022.56* CARMEL, INDIANA 46032 PO BOX 277043 CHECK NUMBER: 303981 ATLANTA GA 30384-7043 CHECK DATE: 10/10/16 A rpN GO DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 601 5023990 71525721 2,602.08 OTHER EXPENSES 601 5023990 71527482 2,592.72 OTHER EXPENSES 601 5023990 71527483 2,606.24 OTHER EXPENSES 601 5023990 71528769 2,634.32 OTHER EXPENSES 601 5023990 71529351 2,614.56 OTHER EXPENSES 601 5023990 71529872 2,663.44 OTHER EXPENSES 601 5023990 71530323 2,670.72 OTHER EXPENSES 601 5023990 71530975 2,638.48 OTHER EXPENSES VOUCHER # 162879 WARRANT# ALLOWED 368932 IN SUM OF $ COMPASS MINERALS AMERICA PO BOX277043 ATLANTA, GA 30384-7043 Carmel Water Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO# INV# ACCT# AMOUNT Audit Trail Code 71529872 01-6180-03 2,663.44 2LPt),;t.09 a "1 t 5 2�3 S 1 " 1tol�l�Jta Voucher Total a Cost distribution ledger classification if claim paid under vehicle highway fund Prescribed by State Board of Accounts City Form No.201 (Rev 1995) ACCOUNTS PAYABLE VOUCHER CITY OF CARMEL An invoice or bill to be properly itemized must show, kind of service, where performed, dates of service rendered, by whom, rates per day, number of units, price per unit, etc. Payee 368932 COMPASS MINERALS AMERICA Purchase Order No. PO BOX277043 Terms ATLANTA, GA 30384-7043 Due Date 10/3/2016 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 10/3/2016 71529872 2,663.44 I hereby certify that the attached invoice(s), or bill(s) is(are)true and correct and I have audited same in accordance with IC 5-11-10-1.6 Date Officer CompassINVOICE Minerals Page-1 of 1 PLEASE REMIT TO/SELLER: FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASSP O BOX 277043�LS AMERICA 48-1047632 NET 60 DAYS 9/22/2016 71529872 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 TDATESHIPPED CUSTOMER PO BILL OF LADING ORDERNUMBER ORDER TYPE 10995-AUGUSTROBBENSSONS9%22/16 w160� i64138i, - 164135^v - - 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 25.6100 TN 104.00 2,663.44 SUMMARY: PRODUCT 2,663.44 FREIGHT&FUEL SUBTOTAL 21663.44 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .51,220.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-1743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,663.44 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE> > > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller'is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terns and Conditions of Sale("Agreement")relate or are attached. 2.OFFER. No terms ill Bl.l lcr 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.' GXQ>P.TAS OTFIERWISE`SPLCJFIED IN'THIS-:A'GREEMENT. PRfCES-ARF SUBJE(TTO'CITA NGE t't'1T17OUTNOTICE."ORDERS'W11 L:r,F INVOKED, UN1ES('S OTHER(YISL Si LCIFiED:IN THIS AGREEMENT.AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices ou.tI invoicing.d::'est;ale n&t ofall {applleaUlC duseotrnis elnfl pY0J1](llt0tlal allowances. Refcrgnces-ta"tnl>s"means chert tuns(20 0•Ibs,�unless otherviso specikicd.,_.Any tax or other governnicnf3Ccliarges'now,or,herca4cr I. d upon production,severance. mantdatiturc.delivery,storage,consumption!sale.use or shipinciii 6Y Products ordered'6_r''sold'a-re not included in'Seller's price gn&Aril):bq;rliar cd(q pgc�tpaic�.by Buyer.' }.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)•paymcnt to Seller of rcasoitable-cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buycr'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.i'A1 iNIENT;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 ad aitce 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 terns by Buyer. 6.DELAYS. All orders are subject to Seller's ability to stake 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 dclibery 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,stornns,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 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.SHIPIVIENT 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 ninloading,diversion,or reconsignment shall lie the sole responsibility of Buyer. Buyer will assume title and risk of loss concurrently in accordance with Seller's invoicing document. On passage oftiilc,Buyer is then responsible for proper protection of Products and compliance viith all regulationsand ordinances and tvill indemnity Seller against;all claims for'personal injuries or'property damage arising from the storage.use or handling or such Products. Claims for damage or shortage in transit must be manic by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage acid sce that appropriate•notaiion is made on the delivery tickets or an inspection report furnished by the local agent of the cagier 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 rgilcar 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. 8.NVARRAN':Y/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 ofany 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(l)year after the accrual ofthe cause ofaction thereto. 9.LIMITATION OF LIABILiTY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR iN CONNECTION WITH THiS AGREEMENT WILL BE LiNIFFED 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 Iron the use of the Products delivered hereunder in manufacturing processes of Buyer or in combination with other substances or otherwise. Ill. INDEMNIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND iTS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE EMPLOY EFS%QF.FiCEgtS,D)LRJECTS)Its,_SHARGHQLDERS, INSURERS, AGENTS AND REPRESENTATIVES (COLLECTIVELY,"INDEMNIFIED PARTIES"), FROM ALL CLAIMS, LIABILITIES,DAMAGES,SUiTS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"),FOR ANY DAMAGE, INJURY, DEATH. LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING'WITHOUT LIMITATION,'LOSS OR DAMAGE TO ANY-PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING, WITHOUT LIMITATION, BUYER OR ITS EMPLOYEES), WHETHER ARISING AS A WORKERS'COMPENSATION CLAiM OR UNDER THEORIES OF NEGLIGENCE.TORT,STRICT LIABILITY.INTENTIONAL MISCONDUCT,OR FAULT OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT, NEGLIGENCE, ERROR. OMISSION,OR BREACH OF THIS AGREEMENT OR NON- COMPLIANCE WITH APPLICABLE LATS BY ANY INDEMNIFIED PARTIES. THiS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THiS AGREEMENT. 11.SECURITY INTEREST. Buyer grams 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 tinder 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 coiflicts of law rules,and Buyer and Seller consent to the jurisdiction of Jolmson County,Kansas coups. 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 ofpurchase order loses 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 eq force,such-provision or any,olher provision then or thereafter. Any unenforceable provision shall'be enforc(+d to the extent it is enforceable.Any provision intended to survive shall survive this A6 ecrnena's termination/expiration and the consummation of the transactions contemplated hereunder: Compass — INVOICE Minerals Page-1 of 1 p PLEASE REMITTO/SELLER: _ FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER - P o Box i 7 asRALs AMERICA 48-1047632 NET 60 DAYS 9/16/2016 71527483 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 - -09/16/16 W160 1639 1 91- - - - - 1639191 SO -- CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.0600 TN 104.00 2,606.24 SUMMARY: - - - — -- -- -- --- PRODUCT 2,606.24 FREIGHT&FUEL SUBTOTAL 2,606.24 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . . 50,120.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,606.24 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE >> > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Tenns 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; TA\ES EXCEPT A$OTHERWISE SPCCIFIED JN Ti¢IS AGREEMENT,;PRI C, ES ARE SUBJECT TO Cl-IA..QF.1_f 10: NOTICE. ORDERS.IWILL'$E'IN `ITNL-ES$OTHERWISE SPECIFIED IN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices,grtthP, nvoiging,document;arp.net_gfiall ;.;applicalilc discoun( ndpro.{glionaliallowances. RefercnFgs'lq"Ion$"means sliorttdns;(�Q)O;lbi);unless othenvisesp@cificd.?-Piny tax or other governmental charges noir or'hcrcgftcrIOTied vpomproduction,severance,manufacture,delivery,storage,consumption..`sale,use or shipment of Products ordered or sold are not included in Seller's price aiid.nvilhaie:oharged t6`and paid.by Buyer. t 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 rcasonhble'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 fitll 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 orthe 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 stake 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 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 Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7.SHIPMENT COSTSITRANSPORTATION(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 wilf indemnify Seller against all claims far personal injuries.or property damage arising from the storage,use or hatjdling cf 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 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. 8.WARRANTY/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,iS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(I)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRiCE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. iN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes of Buyer or in combination with other substances or otherwise. 10. INDEMNIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEiR RESPECTIVE PRESENT OR FUTURE EMPLOYEES,OFFICERS, DIRECTORS,SHAREHOLDERS,INSURERS,AGENTS-AND REPRESENTATIVES(COLLE.CTIVEL.Y•,,..'iNDLMNIELED.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 WIT14OUT 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 T14E 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 applictible U.S. federal, state, local and In 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."Latus"):(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 differenb'additional terms shall have force or effect. Seller's failure to enforce any provision will not be a waiver of itrright to enforce-such,provision or"any!otber prmision,then or thereafter. Any unenforceable provision shall be enforce¢to the extent it is enforceable.Any provision intended to survive shalCsurvive this AgrIceinent `s termination/expiration'and'tlt8 consummation ofthe transactions contemplated hereunder. Compass — INVOICE Minerals Page-1 of 1 PLEASE REMITTO/SELLER::; FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBER. P o OX 2 Mt 43 RALS AMERICA 48-1047632 NET 60 DAYS 9/13/2016 71525721 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 1.0995_-AUGUSTROBBENSSONS 09/13/16 W1600 -1639183-- 163.9183 - -50 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 25.0200 TN 104.00 2,602.08 SUMMARY: PRODUCT 2,602.08 FREIGHT&FUEL SUBTOTAL 2,602.08 STATE.TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .50,040.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-17258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > WE APPRECIATE YOUR BUSINESS IN US DOLLARS 2,602.08 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>>> (Terns and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller"is identified in the"Remit'ro"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 f3uyer'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 Gi�CFt 7-pS OTHERW[SH SPECIFIED iN.TIifS AGREEMENT,PRJGES ARE,SUBJFCT TO CHANGE„WIT(�OUT NOTICE. ORDI RS\Y1LL<AE;ilY3 P.it D, i IJNEESa,S OTHERWISE SPECIFiED iN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices,tnn,thc i voipmo dot;umetlt are nerof`a11 applicalale discoun(s.anl ptomgtSonl(allowances. Refetedcesao"aotis”means short tons(2QPQ'lbs:)unless othcnvis ;sjtecitied; ,Any tax or other governmental charges nuw or licrcafler levied upon production,severance,manufaGturc,delivery,storage,consumption'sale,use or shipmcnt of Products prdered or sold are not included in;Seller's price atidCvilUbcicharged R bad'.pdid�y 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)'paymenr.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 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 o£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 attomcy'fees and court costs in connection with default of these payment terns 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,tiansportation 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 arid 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. 1.SHiPI LENT 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 ofloss concurrently in accordance with Seller's invoicine 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 br.property damage arising from the storage,use or handling of such Products.'Claims for damage or shortage iq 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 anywhcre outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. 8.WARRANTY/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at 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 detective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(1)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRiCE ACTUALLY PAiD TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL. CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes of Buyer or in combination with other substances or otherwise. 10. INDEMNiFiCATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE EMPLOYEES,OFFICERS:-DIRECTORS, SHAI2E'HC3'EDERS-.fbSi1RERS;--AGENTS-,AND REPRESENTATIVES (COLLECTIVELY,"INDEiviNIFIED PARTIES"), FROM ALL CLAIMS, LIABILITIES,DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"),FOR ANY DAMAGE, INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, 'INCLUDING WITHOUT LiMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON(INCLUDING,WiTHOUT LIMITATION, BUYER OR ITS EMPLOYEES), WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT,NEGLIGENCE, ERROR,OMISSION,OR BREACH OF THIS AGREEMENT OR NON- COMPLiANCE WiTH APPLICABLE LAWS BY ANY TNDENINiFiED 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 mith 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 avaiver.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 suti ive this.Agreement's termination/expiration and the consummation of the transactions contemplated hereunder: i CompaSS — INVOICE Minerals — Page-1 of 1 - - PLEASE REMIT TO/SELLER: FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBER Comm P 0 BOX 277043 48-1047632 AMERICA 4g 1047632 NET 60 DAYS 9/21/2016 71529351 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 - -- 09/21116 -VV1600 1541377 — - - 1641377 SO- 1 -- CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.1400 TN 104.00 2,614.56 SUMMARY: - — — —-— — PRODUCT 2,614.56 FREIGHT&FUEL SUBTOTAL 2,614.56 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . . 50,280.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-1743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,614.56 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>>"> (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To''section of an invoice to which these Terms and Conditions of Sale("Agreement")relate or are attached. 2% OFFER. Ne 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 THIS AGREEMENT. PRICES'-1-AXES .ENC EPT"A1`OTHERWISE-SPE LFLED•IN`THIS AGREEMENT PRICES,ARE SUBJECT TO CHAN'GL VITROUI'NOT(CE. ORDERS 1-I L',B -INVOICED, Q 1 . UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices-op the invomrggdaeumeq(aret•pctof all aPPlrcable discourtt.sand pto'gio6oiiail allowances. Refere(tces•to"tops"means short tons(,2Ro0-Ib unless othenvisc,speiifie tl...,Soy tax or other governmental charges ngw,rir,l7ereaftef;Icy;ed oin production.scvemncc,manufacture,delivery,storage,consumption,sale,use or shipment of Products'ordered or sold are not included in Seller's price r;r'ndTw.illilie:'charycd,f6:an(_Bili:;by Buycr. 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)paymcn`t.to'Seller ofreasonalile'cancellation charges to be solely determined by Seller. Except as othenvisc agreed in writing,until the products identified in Buyer's purchase order as accepted by-Seller("i'�oducts")are shipped,Seller has no obligation tinder any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its sole judgment, require such other payment terms as Seller deems appropriate.including full or panial 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 lacy 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 snake delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather.partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force nmjcure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7.SHIPMENT COSTS,FRANSPORTATiON MATTERS. Unless otherwise specified on Seller's invoicing document, all transportation charges, including,but not limited to. Seller's and carrier's charges f'or notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignntent shall be the sole responsibility of Buyer. Buyer will assume title and risk of loss concurrently in accordance with Seller's invoicing document. Oil passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances'apd will'indemnify Seller against all claims for personal injuries or property damage arising from the storage,rise or handling pf such Products. Qlaims:for damage or shortage in transit must be made by Buyer against the carrier. Buver 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,dannage or loss of railcars used to deliver tine Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.WARRANTY/TME 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 NONINFRINGENIENT. Buyer must notify Seller of any claim with respect to Products,warranty;or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. in the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement ofsuch 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 othenvisc with respect to Products will be commenced more than one(1)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. iN NO EVENT SHALL SELLER BE LiABLE TO BUYER OR ANY THiRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes of Buyer or in combination with other substances or otherwise. 10. INDENINIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND iTS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE ENIPLQYEES OGFIC RS.,[)IR]CTURS SkIARt k I DGRS,iNSIJRFRS,ArFYTS tluD_REPRESENTATIVES {COLLECTI_YELY,_" lD I E1�IN1FIEq PARTIES"),-FROM ALL CLAIMS, LIABILITIES,DANIAGES,SUiTS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"),FOR ANY DAMAGE, INJURY, DEATH. LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING,WiTHOUT LIMITATION, BUYER OR ITS EMPLOYEES), \WHETITER ARISING ASA 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, ONIiSSION,OR BREACH OF THIS AGREEMENT OR NON- COMPLIANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. I 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 paries as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its ennployees/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 frons 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 ofor 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 Nvi er_of its right to enforce such.provision or any other proyisign then or thereafter. Any unenforceable provision shall be enforced to the extent it is enforceable.Any provision intended to survive shall survive this Agrectrient'•s tennination/expiration and the consummation of the transactions contemplated hereunder.'. CompaSS — INVOICE MineYals _ Page—1 of 1 PLEASE REMITTO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASS MINERALS AMERICA P 0 BOX 277043 ` 48-1047632 NET 60 DAYS 9/20/2016 71528769 - ATLANTA, GA 30354-7043 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 �/ 09/20/16 w160go1 - 1-64'1375--- 1641375 - SO CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. IFREIGHTTERMS TERRITORY 76599 178 — PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 — C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.3300 TN 104.00 2,634.32 SUMMARY: PRODUCT 2,634.32 FREIGHT&FUEL SUBTOTAL 2,634.32 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .50,660.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > WE APPRECIATE YOUR BUSINESS IN US DOLLARS 2,634.32 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 tenni 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 Ti IIS AGREEMENT. ?..PRICES 7ASES ,EXCLPT:AS OTHERWISE"SPECIFIED.IN TI;3IS AGREEMENT,;(RICFS,ARE SUBJECT TO CIiANGE WITHOUT NOTICE. ORDERS WJLL RI<;INVOICED, UAJLrSS OTHERWISE Sisr6l IED IN THiS AGREEMENT.AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Pricgs qp the tnvatcing documcpi,are net.of all appUcable discouuis;and proin6tio&dl allowances. References to.-tons"means short tons(200o.tbs:)unless othcrwise:specificd:. Any tax or other governmental charges now;of.'Iteneaf(er,levied ;.:-1foll production.severance.manufacture,delivery,storage.consumption,sale,use or shipment of Products ordered or sold are not included in Seller's price:and�wilbtbi;:charged.to-and..paid;by Buyer.' 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to'Seller and accepted in writing by Seller and-(2)payment to Seller of feasbiiable'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 full or partial payment in advance of shipment or by letter of eredit. Credit payment terms must have the prior approval of Seller's Credit Deportment 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-oft'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. Sellers ability to make delivery at the time and in the quantifies specified,and Seller shall not be liable For damages for failure to make partial or complete 6.DELAYS. All orders are subject to shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes.lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7.SHIPMENT COSTS/TRANSPORTATION i19ATTERS. 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 aind will indemnify Scller again5.t all•claints for''personal injuries or property damage arising from the storage,use or haiidlifig of'sucln Products.'.C.laims'for damage or shortage iti transit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.WARRANTY/TiNIE 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 of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(1)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRiCE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LiABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes et 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,'fINDEMNIFIED PARTIES"), FROM ALL CLAIMS, LIABILITIES,DAMAGES,SUiTS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"),FOR ANY DAMAGE, INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION; LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON(INCLUDING,WITHOUT LIMITATION, BUYER OR ITS EMPLOYEES), WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT OF ANY KIND, AND EVEN iF THE RESULT OR ALLEGED RESULT OF THE CONDUCT, NEGLIGENCE, ERROR. OMISSION,OR BREACH OF THIS AGREEMENT OR NON- COMPLiANCE WiTH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is Rill),paid. Seller may file any financing suatements 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 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 sun.ive.shall s'unvive this Agreenit:dt's termination/expiration and the consummation of the transactions contemplated hereunder.' — Compass — INVOICE _ Minerals — Page-1 of 1 p PLEASE REMITTO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER commssMINEP O BOX 277043 48-1047632 AMERICA 481047632 NET 60 DAYS 9/16/2016 71527482 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 09115/16 W, 0 1639189--- 1639189 - 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 24.9300 TN 104.00 2,592.72 SUMMARY: - ------------- --- -- - - - --- PRODUCT 2,592.72 FREIGHT& FUEL SUBTOTAL 2,592.72 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,860.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > WE APPRECIATE YOUR BUSINESS IN US DOLLARS 2,592.72 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 termsin 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; 'fAX S:..•E,YC PF AS;OTHERWISE SPECJFIED.iN THIS AGREEMENT,PI ICES.ARE.SUBJECT'TO CHANGE;IViIHOUT NOTICE. ORDERS,\y.IIL BE I_AIVQIG$D, i:UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT.AT SELLER'S PRiCE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices Qn;Ihcanyptgmg,cJocument:are:nCt.of,all a'pplicab�c discounts,gn proniq,iigl;allowances. Refer4nCdg:td:.`(ons'means short tons.(2,Q00 IBs!);unless otherwise specified,: .4q tax or other governmental charges nosy or Iigrctfte'r levied -upon production,severance,manufacture,delivery,storage,consumptionJsale.use or shipment of Products ordered or sold are not included in Seller's price and)&l ucc'dtargcil to'and paid',by Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and'(2)payment to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its solejudgment, require such other payment terms as Seller deems appropriate,including frill or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to 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,tires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7.SHIPMENT COSTSITRANSPORTATION 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,demurrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buycr. Buyer will assume title and risk of1oss 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 trill:indemnify Seller against all,claims for personal injurics.or property damage arising from the storage,use or handling'of such'Products:-;Claitris:foi damage or shortage,in transit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's-prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. 8.WARRANTY/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KiND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRiNGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. in the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than,one(1)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WiTH THIS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes of Buyer or in combination with other substances or otherwise. 10. INDEMNIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE EMPLOYEES,.OFFICERS,DIRECTORS,S14AREI40L•6ERS, INSURERS,AGENTS.AND.-REPRESENTATIVES (COLLECTIVELY.,-"INDEMNIFIED PARTIES"),FROM ALL CLAIMS, LIABILITIES,DAMAGES,SUiTS,PROCEEDINGS,COSTS AND EXPENSt"S'(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 fidly 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 tothe 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 haie force or effect. Seller's failure to enforce any provision will not.be-a waiver of-its right to enforce such provision or any,otherproyision then or thereafter. Any unenforceable provision shall be enforced to the extent it is enforceable.Any provision intended to s6k ve shall survive this Agreement's termination/expiratiori and the consummation of the transactions contemplated hereunder.'. Compass —' INVOICE Minerals Page-1 of 1 p PLEASE REMITTO]SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER PcompAss 0 BOX 277043�LS AMERICA 48-1047632 NET 60 DAYS 9/23/2016 71530323 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 BILL OF LADING ORDER NUMBER ORDER TYPE 10995-AUGUSTROBBENSSONS 09/x3/16 6005 `1641384 - 1641384 SO CARRIER RAIL/TRUCK# EQUIPMENT PE F.O.B. IFREIGHTTERMS TERRITORY 76599 178 PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.6800 TN 104.00 2,670.72 SUMMARY: - - - - - PRODUCT 2,670.72 FREIGHT&FUEL SUBTOTAL 2,670.72 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . .51,360.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,670.72 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE> > > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERtyIS 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 tcrns'in E3iiyo' s hitt.purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS : .flXPRESSLY LIMITED TO AND CONDITION Ell UPON BUYER'S ACCEPTANCE OF TIDS AGREEMENT. : E? $0 R"' SE-SPECIFIED-1 N*THiS-AGREEMENT'-PRIC.FS:ARESUBJECT-F-O-CHA'P 1VPKlGE5;7SNE : c\: --trNLES$OTHERVISE SiFCIFIEISIN-1-1IISAGREEMEbT.AT S' LLtR'S PRICE IN EFFEC "6K,TI IF'SCHEDULED . fIOU�NOTICE:—ORDi;RS'.tl'IL'1. r'.jt�VQtL'�I�, DATE Or`S1i( �7) T. Prices gnIhejnvoicu)-ilocurpcgj are net pf all -"a]phcable dtseounth and Ilranl l'ipniii llowances. Referync .t to!lofty'mcaus short tons(20QO411>z).unless cithervise,pecifees,. _Ally tax or other governnicnfal'dliarg'cs tibio nr hcieat(c�kOred n;an;pr duction,severarcc,inanivaciLrc.delivery,storage,corisumption.`salc, use or shlpnlcilt 6i"Pioducls ordered dr,soar ld' e`noi included in Seller's price:tv j;•ii,pl,be.ch3rec `io ai `�i.{;liy 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)paynI it to:Scller of:rcasona6le cancellation charges to be solely determined by Seller. Except is othenvisc agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller( i'roddets")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior reshipment). 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 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 notification to Buyer and to demand payment in advance or at the time of dclivcry 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 kill be assessed from the date of the invoice. Amorous owed by Buyer with where there is no dispute hill be paid without set-oft ler am 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 f c 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 defaLlIts by carriers,extreme cold weather.partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,stones,or other acts of God,war or act of public enemy,(or civil disturbance).strikes,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 miV added expenses incurred by Seller-because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7. SHIPMENT COSTS/TRANSPORTATiON MATTERS. Unless.otherwise specified on Seller's invoicing document,all transportation charges, including,but riot limited to, Seller's and carrier's charge,for notification prior to dclivcry,demurrage.switching,detention, delay in unloading,diversion.or reconsignment shall be the sole responsibility of Buyer. Buyer will assume title and risk ofloss concurrently in accordance with Seller's invoicing document. On passtige.of title,Buyer is then responsible for proper protection of Products and compliance lyith all regulations and ordinanccs•tiiid jvi{l:illdennnif'y 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 shoriage'and'ke that appropriate dotation is made on the dclivery 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 an)m-licre outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for till claims,losses,costs.expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.YVARRANTY'/T11IE 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 arc 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,orally other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of tin 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 mnounts 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 or the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR iN CONNECTION WITHTHIS 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 othenvisc. 10. INDE\TNiFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATE'S AND THEiR RESPECTIVE PRESENT OR FUTURE EMPLOYEES,-OLF14_ERS:.;OIRECTQRS,-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 DAMAGL 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. Bever!farm 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 accessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (i) will comply with alfapplicablc 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 1 cnefits under the Labs:and(3)will cooperate with Seller in any audit/inspection relating to lite Laws. Upon Seller's request,Buyer will deliver a certificate to Scller in a form provided by Selier,certifying such mailers 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 riot 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 ackilowledgnnenUacccptance of purchase order forms containing different/additional terms shall have force o[effect. Seller's failure to enforce any provision will not be awaiver of its.right to enforce such provision.gr any utter,provision then or thereafter. Any unenforceable provision shall he enforced to the extent it is cnrorceable.Any provision intended tosurviveshall survive this Atineedterlt's termination/expiration and` I co semination ofthe transactions contemplated hereunder.' a� — Compass = INVOICE Minerals Page-1 of 1 PLEASE';REMIT TO/SELLER: FEDERALID#: PAYMENTTERMS INVOICE DATE INVOICENUMBERCOMPASSMINE = P O BOX 277043 48-1047632 AMERICA 48 1047632 NET 60 DAYS 9/26/2016 71530975 = 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 09/26/16 --- - -- 1841385 I --1641385 - --SO-- - CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.3700 TN 104.00 2,638.48 , SUMMARY: PRODUCT 2,638.48 FREIGHT&FUEL SUBTOTAL 2,638.48 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .50,740.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,638.48 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>>> (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE I:PARTIES. "Seller'is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terns-and Conditions of Sale("Agreement")relate or are attached. 2: OFFER. No terms in Buyer's bid.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 TI IIS AGREEMENT. rS. LIU,�? :P_i �Tl[ER\\'ISL.SPFGFIED 1U,TI{IS AGREEMENT:PRICF,S AR6,SUBJECT TO CH��'CE,WITH,©UT NOTICE.. ORDERS' '.OLCED, _NI_E8S OTHERWISE S11 CIFiED;IN THIS AGREEMENT,.AT SELL(:R'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on,the;iilvoicin 'doctinleiit are;rtGLofpll applicable discouni§olidrbntotjonaj allowances. Rcfereilq�,'to:tons"means short'tnh$(2000 i;$:)unless pthernise y �aificdt-,Ahy tax or other governmental charges now of librea.tFer.ic�ied -- pon pi_oduction.severance,manufacture.delivery,storage,consumption;sale,use or shipment of Products or sold are not included in=Seller's price a6J`wiIHj&chafkcil Itraiii'•plid Buyer., 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to'Seller and accepted in writing by Sellcr'and(2)payment to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing.until the products identified in Buyer's purchase order as accepted by Seller("Prodticts")are shipped.Seller has no obligation under any order submitted by Buyer'(and may.cancel the order at any time prior to shipment). 1 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 eredit. 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 v:ithout 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 Sellcrs ability to make delivery at the tinie'ti'nd 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 Carel),acts or omissions of Buyer,action orally 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 Buycr. 7.SHIPMENT COSTS/TRANSPORTATION AIATTERS. Unless otherwise specified oil 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 reconsigmncnt shall be the sole responsibility ofBuyer. 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 ordinance.'and will indemnify Seller against all claims for personal injuries'or property damage arising from the storage,use of handlingof such Products. Claims for damage or shortage in.transit must be made by Bu}er against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.WARRANTY/TIME FOR 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 NON INFRINGEMENT. Buycr must notify Seller of any claim with respect to Products,wananty,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,tate 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 othenvise with respect to Products will be commenced more than one(1)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WiLL BE LIMITED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. iN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL. CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes ofBuyer or in combination with other substances or othenvise. 10. INDEMNIFICATION, BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEiR RESPECTIVE PRESENT OR FUTURE EViPLO.MELS,-OF,FIGERS,-AIRiiGTORS,SHAREHOLDERS, INSURERS,AGENTS AND.REPRESENTATIVES (COLLECTIVELY,"IND ENINIFIED.PARTIES"). FROM ALL CLAIMS, LIABILITIES,DAMAGES.SUiTS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"),FOR ANY DAMAGE, INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OR DAMAGE TO ANY'PROPERTY OR INJURY TO OR DEATH OF ANY PERSON(INCLUDING, WITHOUT LIMITATION,BUYER OR ITS EMPLOYEES), WHETHER ARISING AS.A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT OF ANY KIND. AND EVEN iF THE RESULT OR ALLEGED RESULT OF THE CONDUCT,NEGLIGENCE, ERROR. OMISSION, OR BREACH OF THIS AGREEMENT OR NON- COMPLIANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THiS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL CONIPLLANCE. 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 audidinspection 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 small 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 diffeient/additional terms shall have force oceffect. Seller's failure to enforce any provision will not.be.a waiver of.its•right to enforce_such:plovisioii 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 A'greement's iermination/6kpiration and'the consummation of the transactions contemplated hereunder. is an acKnowledgement tnat a bill of I_aamg has been Issued and Is not the unglnal 1:1111.01I Laamg,nor This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. B 18229 Shipper No. Carrier No. Date V Name of Carrier TO: '=. . , , FROM:Shipper r AUGUST ROBBEN SONS INC. Street Street 6500 Bender Rd. Destination / :;,,,-,.;"6_ "• Origin Cincinnati Ohio 45233 Emergency Response Vehicle Route Phone Number Z No.Shipped Kind of Packaging,Description of Articles Weight Units Special-Marks and Exceptions subject to correction) Rate CHARGES TONS AL'VZi4 r W i7 i Jf h 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 /f C.O.D.FEE: A DR SEl OS. COD Amt: $ COLLECT ❑PREAID $ NOTE—Where the rate is dependent on val ,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 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 carder shall not make delivery of this shipment without payment FREIGHT CHARGES speccally stated by the shipper to be not exceeding Transportation. of freight and all other lawlul 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 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 toall the Bill ofLadin terms contract carriage andissigned bauthorized representativesofboth arties to the contract. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER PER COMPASS MINERALS PER DATE •HAZARDOUS MATERIALS MARK WITH"X"TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 49CFPJ172.202 `���- IS an aCKnowleagement tnat a Cul or Laaing nas Dean Issues ana IS not Ine unglnal Cul OT Laoing,"nor This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. Shipper No. _B 18205 Carrier No. Date Name of Carrier TO: X" FROM: Consignee f ff:''"i, , ` Shipper AUGUST ROBBEN SONS, INC. Street Street 6500 Bender Rd. Destination /�` Origin Cincinnati Ohio 45233 Emergency Response Vehicle Route Phone •. Number S Y No.Shipped Kind o cka ' in �I � tDessn on of Articles Z Cl.� Weight Units Ie 114 bnS 1 s 'ect to correction Rate CHARGES TONS i b — t ye.R }M _ Ka t CC i1 - . b A" G When transporting hazardous materials include the technical or chemical name for n.o.s.(not oth rwise 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 9hone in case of incident or accident in box above. REMIT C.O.D.FEE: C.O.D.TO: �f PREPAID El ADDRESS: COE) Amt: $ COLLECT ❑$ NOTE—Where th r e is dependent on value,ffnipp rs 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 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) exceptwhen 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 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,that ever service to be performedhereundershallbesubject toalltheBill ofLadin terms contract carriage andissigned bauthorized representatives of both partiestothe contract. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER PER COMPASS MINERALS PER j :_•' DATE yJ: 'HAZARDOUS MATERIALS MARK WITH"X'TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 49CFRJ172.202 - - - is an acknowledgement that a B91 of Lading has been Issued and IS not the original Biu of Lading,nor This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. Shipper No. �� �� Carrier No. Date ��t/ / • Name of Carrier TO: FROM: Consignee / ' "i.%<!' - -; ", - Shipper AUGUST ROBBEN SONS, INC. Street Street 6500 Bender Rd. ,y� r Destination ` : ,r ,. . r` X' Origin Cincinnati Ohio 45233 Emergency Response Vehicle Route Phone Number rr r No.Shipped Kind of Packaging, Description of Articles Weight Units Special Marks and Exceptions subject to correction Rate CHARGES j TONS Y� 9 M — 4 � r f eceive 1y 3000 F L D.ate.a Apli C_S/ I When transporting hazardous materials include the technical or chemical name for n.o.s.IncUeryljsespe�ifled)or generic description oLpaterial with appropriate UN or NA number as defin in US DOT Emergency Communication Standard(HM-126C). Provide emergency response phone in case of incident or accident In box above. V a (i (ELFIN I��J S(^}�'T C.O.D.FEE: REMIT C.O.D.TO: n PREPAID El ADDRESS: COD Amt: $ COLLECT [-]$ NOTE—Where the rate is dependent on value,shippers This is to certify that the above named materials are prop- Subject to Section 7 of the conditions,if this shipment is to be delivered TOTAL are required to state specifically in writing the agreed or eriy 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 canter 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 d 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 properly 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 toall the Bill ofLadin terms contract carriage andissigned bauthorized representatives of both partiestothe contract. rr � SHIPPER /AUGUST ROBBEN SONS, INC. CARRIER PER COMPASS MINERALS PER #S-0 DATE 'HAZARDOUS MATERIALS MAR 'X-TO D SI TE HA OUS-MATERIALSAS REFERENCED IN 49CFR/172.202 - -1 r d •�= f'�'�'- - r `�-�r�`— —�`� IS an aCKnowleagement met a bill of Laaing naS been Issued ana IS not me unglnal till)of Laaing;nor This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. Shipper No. B 18141 Carrier No. Date `/ Name of Carrier TO: !'r y y✓ FROM: Consignee f -''%i_, f Shipper AUGUST ROBBEN SONS, INC. Street Street 6500 Bender Rd. Destination ,%J / ,, 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 r' TONS `✓ 1 �'. t' ' - a a e . r =a 1 When transporting hazardous materials include the technical or chemical name for n.o.s.(not oth i s cif- o gene deccription bras defined inS DOT Emergency Communication Standard(HM-126C). Provide emergency response phone in case of incident or accident in box above. REMIT Use : C.O.D. DEE:❑ C.O.D.TO: ❑$ PREPA ADDRESS: / - COLLECT NOTE—Where the rate is dependent on value,s ippers 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 if charges $ per Signature I (Signature of Consignor) exceptwhen box at Elareto 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,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 erformedhereundershallbesubject toalltheBill ofLadin terms contract carriage andissigned bauthorized representatives of both partiestothe contract. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER ✓?, „. �, '„ r PER COMPASS MINERALS PER t DATE •HAZARDOUS MATERIALS MARK WITH°X'TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 49CFR/172.202 - is an aCKn0WIe0gemem mat a t5lll 01 Lacing nas peen issueu anu is nuL uta unyineu Din of� uuiy,iiur This MemorandUM.a copy or duplicate,covering the property named herein,and is intended solely for filing or record. Shipper No. B 18194 Carrier No. Date (Name of Carrier) FROM: To. Shipper AUGUST ROBBEN SONS, INC. Consignee Street Street 6500 Bender Rd. Destination Origin Cincinnati, Ohio 45233 L 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 rpin ArC Mill V J DAM PC),* ACCT# .7 215 21 is 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: ADO.D TO PREPAID El$ AD'DRI "e '51<'I COD Amt: $ COLLECT NOTE—Where the rate is dependent onhvalue/shippe This is to certify that the above named materials a.prop- Subject to Section 7 of the conditions,if this shipment Is to be delivered TOTAL y E 's $ are required to state specifically in wnfing the agreed or erly classified,described,packaged,marked,and labeled, to the consignee without recourse on the consignor,the consignor shall ,r I I CHARGES declared value of the property. and are n proper con ifion or 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)I except when box at 0 are to be Imp is 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 thisBill 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 routea 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 prop "Ythateve'y.=tob.performed hereundershall be subject to alithe Bill of Ladingterms contract carriage and is signed by authorized representatives of both parties to the contract. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER PER COMPASS MINERALS PER DATE xx MATERIALS MARK WITH"X"TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 49CFR/172.202 IS an aCKnowleagement mat a bill Or Laoing nas Deen ISSUe❑ana IS not ine urlglnal Islll or Laaing,nor This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. p Shipper No. D 18178 Carrier No. Date `r'f Z Name of Carrier ; To. f :t' ,f r'-.- . 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 tocorrection) Rate CHARGES TONS ._ >" ,a_ a x> f r1 f / f' ]�A1 ci-ZO•I In - 'j-- 'I�." _ PO# _ 6`"' ACCP# - ! 1 S USE 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: PREPAID El OD/ ^COD Amt: $ COLLECT El $ 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 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 staled 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 ri htis 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 tiled 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 c ert ,thatever servicetobe performedhereundershallbesubject toallthe Bill ofLading terms contract carriage andissigned bauthorized representatives of both partiestothe contract. rt SHIPPER AUGUST ROBBEN SONS, INC. CARRIER PER COMPASS MINERALS PER DATE i 'HAZARDOUS MATERIALS MARK WITH"X'TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 49CFFV172.202 Is an aCKnowleagemeni mai a bill Or Laaing nas Deen ISSUea ana IS not ine unglnal trill Or Laomg,!nof This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. B_ 18160 Shipper No. Carrier No. Date Name of Carrier TO: FROM: Consignee :. ;;:;',; <:,�. Shipper AUGUST ROBBEN SONS, INC. Street Street 6500 Bender Rd. Destination % J Origin Cincinnati Ohio 45233 Emergency Response Vehicle Route Phone Number -1 No.Shipped Kind of Packaging, Description of Articles Weight Units Special Marks and Exceptions subject to correction Rate CHARGES TONS f r, J 1 RECEIVE 't���+T�'p�v r VS+l r L'+D Li 1 �L 4 I f o> f prq+� t f(= 77. fACCr When transporting hazardous materials Include the technical or chemical name for n.o.s.(not otherwlse 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. n PREPAID ❑ ADDRES VOD Amt: $ COLLECT [:1$ NOTE— h e th rat dependent on valu 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 staDspecifically in writing the agreed or edy classified,described,packaged,marked,and labeled, to the consignee without recourse on the consignor,the consignor shall CHARGES $ declared value of the property. and are in proper condition for transportation according to sign the following statement: The agreed or declared value of the property is hereby the applicable regulations to the Department of The carder shall not make delivery of this shipment without payment FREIGHT CHARGES specifically stated by the shipper to be not exceeding Transportation. - of freight and all other lawful charges. FREIGHT PREPAID Check box 0 charges $ per Signature (Signature of Consignor) except when box at are to be d 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,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 performedhereundershallbesub'ecttoalltheBillofLadin terms contract carriage andissigned bauthorized representatives of both partiestothe contract. SHIPPER AUGUST ROBBEN SONS INC. CARRIER /C, -) ff PER COMPASS MINERALS PER �;•' ,� d DATE �`..•'a" -'x �" 'HAZARDOUS MATERIALS MARK WITH"X"TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 49CFRA 72.202 '" IS an,acKnowieagement trial a CIII of Lading nas oeen Issuea ana IS not me vngmal Cul OT Laamg,.nor This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. Shipper No. 18213 Carrier No. Name of Carrier Date TO: Consignee ',�, ,.„°�. 'j`„-„ 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 tocorrection) Rate CHARGES TONS - a l 77 .5 a.,:."•�'t: ACCT When transporting hazardous materials include the technical or chemical name for n.o.s. o fpeciried)or generic daMen1i on US DOT Emergency Communication Standard(HM-1260). Provide emergency response phone in rase of incident or accident in box above. REMIT i C.O.D.FEE: C.O.D.TO-_'eEln PREPAID ADDRESS- �� � COD Amt: $ COLLECT ❑$ NOTE—Where the rate is dependent an 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,pack ad,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 tamer 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 E] 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 servicetobe erformedhereundershallbesubject toalltheBill ofLading terms contract carriage andissigned bauthorized representatives of both partiestothe contract. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER PER COMPASS MINERALS PER J; ✓1 fir'"J--? DATE �. / ` r ✓ .�'�ref LJ 'HAZARDOUS MATERIALS MARK WITH°x°TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 49CFFiA 72.202