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157599 03/19/2008
CITY OF CARMEL, INDIANA VENDOR: 358765 Page 1 of 3 4 ONE CIVIC SQUARE NORTH AMERICAN SALT COMPANY CHECK AMOUNT: $50,852.59 CARMEL, INDIANA 46032 Po sox 277043 ATLANTA GA 30384 CHECK NUMBER: 157599 CHECK DATE: 3/1912008 DEPARTMENT A CCOUNT PO N UMBE R INVOICE NUMBER AMOUNT DESC 601 5023990 70160225 1,547.45 OTHER EXPENSES .601 5023990 70164024 1,527.28 OTHER EXPENSES 601 5023990 70164025 1,502.82 OTHER EXPENSES 601 5023990 70164109 1,491.82 OTHER EXPENSES 601 5023990 70164110 1,512.60 OTHER EXPENSES 601 5023990 70164273 1,523.61 OTHER EXPENSES I 601 5023990 70164274 1,530.33 OTHER EXPENSES 601 5023990 70164275 1,556.01 OTHER EXPENSES 601 5023990 70166285 1,523.61 OTHER EXPENSES 601 5023990 70168208 1,530.95 OTHER EXPENSES 601 5023990 70168209 1,457.58 OTHER EXPENSES 601 5023990 70168210 1,496.71 OTHER EXPENSES 601 5023990 70168218 1,431.90 OTHER EXPENSES CITY OF CARMEL, INDIANA VENDOR: 358765 Page 2 of 3 ONE CIVIC SQUARE NORTH AMERICAN SALT COMPANY CARMEL, INDIANA 46032 PO BOX 277043 CHECK AMOUNT: $50,852.59 ATLANTA GA 30384 CHECK NUMBER: 157599 CHECK DATE: 3/19/2008 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 601 5023990 70168219 1,459.41 OTHER EXPENSES 601 5023990 70168220 1,519.94 OTHER EXPENSES 601 5023990 70168221 1,538.28 OTHER EXPENSES 601 5023990 70168222 1,404.39 OTHER EXPENSES 601 5023990 70168223 1,467.97 OTHER EXPENSES i 601 5023990 70168224 1,417.84 OTHER EXPENSES 601 5023990 70168818 1,456.97 OTHER EXPENSES 601 5023990 70168819 1,496.71 OTHER EXPENSES 601 5023990 70169300 1,321.85 OTHER EXPENSES 601 5023990 70170878 1,528.50 OTHER EXPENSES 601 5023990 70170975 1,536.45 OTHER EXPENSES 601 5023990 70170976 1,510.77 OTHER EXPENSES 601 5023990 70170984 1,383.60 OTHER EXPENSES I CITY OF CARMEL, INDIANA VENDOR: 358765 Page 3 of 3 ONE CIVIC SQUARE NORTH AMERICAN SALT COMPANY s. +o CARMEL, INDIANA 46032 PO BOX 277043 CHECK AMOUNT: $50,852.59 ATLANTA GA 30384 CHECK NUMBER: 157599 CHECK DATE: 3/19/2008 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 601 5023990 70170985 1,469.19 OTHER EXPENSES 601 5023990 70170987 1,474.70 OTHER EXPENSES 601 5023990 70170988 1,521.77 OTHER EXPENSES 601 5023990 70170989 1,509.55 OTHER EXPENSES 601 5023990 70170990 1,573.74 OTHER EXPENSES 601 5023990 70172201 1,542.56 OTHER EXPENSES 601 5023990 70172202 1,552.34 OTHER EXPENSES 601 5023990 70172341 1,533.39 OTHER EXPENSES I Ay/ North American Salt Company IN A Compass Minerals Company Page- Iof1 RLeA5EREMrrTO rMERAL0d: PAYMeNTreRM3 lefoo*eGATe INVOICENLIMER ATLANTA,� 4 -7043 48 1 047632 NET 60 DAYS 3/4!2003 70170985 SOLD TO: 462129/C54512 SHIP TO: 505W8 CSM514 CARMEL UTILITIES CARMEL UTILITIES 3450 131ST STREET 5484 E. 126TH STREET UNIT T S TAfESO 'AM ERICA C ARME L U NITED t ES OF AMERICA %-wn" rv"w DATES CUSTMeR R0 0 L OP LA CUM cmmeHFaimlmn CINDMITYPE lom5- AMUSMOB66W.5 S 03/03/08 VV0802 17M12 17M12 SO CAFMFI MILITHUM0 EMPMEKl TYRE KOM P'RCiGe4f TEMPS MTQRY 76599 SHIPPING POINT DELIVERED TRUCK B22 TARWATUS TARI09 BEL@AW 3ALESR EP EXELIPT 0031201550 B22 I PRi}ot�T 0MCMUM FAX QUAPf M uou um Pmr. ExTmmo PRcE 7517 BULK COARSE LA SALT Y 24.0300 Tip! 61.14 1,489.14 i S MAMA R Y: PRODUCT 1,459.19 FREIGHT FUEL SUBTOTAL 1,459.19 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 48,060.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 -743 -7256 THANK YOU FOR YOUR ORDER PLEASE PAY r f WE APPRECIATE YOUR 13USINESS IN US DOLLARS US 1,480.19 Thk S1>9 of tlrrfa hs pctb ego Tcrrvaaxt Gorctebiss d. Sim en ew ratvsaa deri ct thh Irnotm CREDIT NOTE rrsr�,awco mor awshaaysma�ssmvva.nsse'nq. IN US DOLLARS US f TERMS AND CONDITiONS OF SALE 1. OFFER. No lernis stated by Buyer in its bid. Purchase Order. acknowledgment, or otter firm shall be binding upon the Seiler except as expressly agreed in writing by the Seller. Buyer is hereby notified of the Seller's objection to and rejection of any additional or different term, in Buyer's hid, Purchase Qder, acknowledgment, or other forms. THE SELLER'S PROPOSAL, IS EXPRESSLY LIMITED TO ACCEPTANCE UPON THE TERMS AND CONDITIONS CONTAINED HEREIN:. 2. PAYMENT. Buyer agrees to make payment at Seller's location and at the time specified on the Seller's invoicing document in lawful monep of the U.S. The Seller may, in its sole judgment, require such other payment terms as it deems appropriate, including full or partial payment in advance of shipment or by letter of credit. 3. PAST DUE ACCOUNTS. A finance charge of the lesser of J.5% per month (18% .APR) or the highest rate permitted by law wili he assessed on all past dtrc accounts. Interest charged rn a past (life f ivoica will he assessed from the date of the invoice. v 4. PRICES. EXCEPT AS OTHERWISE SPI'VIFIED iN THIS OTTER. PRICES ARE SUBJECT TO CHANGE WITHOUT NO'TIC'E. GIRDERS WILL Bi- INVOICED, UNLESS OTHERWISE SPECa17ED IN THIS OFFER, AT THE SELLER'S PRICE IN EFFECT ON'THE SCI iEDULLD DATE OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts and promotional allowances. Any quemicnrs by the buyer, shout the basis or acc'ur'acy of duii pricing must be submitted to the seller in writing within 60 days of the date of the invoice. 5. CANCELLATION AND MODiFIC:ATION. Orders may be canceled by Buyer only upon (1) written or oral notice to the Seller suhsequemiv accepted it writing by the Seller and 12) payment to the Seller of reasonable cauccllauon charges to be solely determined by, the Seller. 6. CREDIT. Credit i>ayment terns must have the prior approval of the Seller's Credit Department and must his specified in writing on the Seller'; invoicing document, if at any time Buyer's financial responsibility becomes impaired or unsatisfactory to the Seller, Seller reserves tits right to stop shipment. on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveics or to require other security satisfactory m the Seller. and in thv ahsen,e thereof, to cancel, without liability, the unfilled portion of this contract. 7. TAXES. Any tax or other governmental charge now or hereafter levied upon production, severance. manufacture, delivery, storage, consumption, sale, ase or shipment of Products ordered it sold will he charged to and paid by the Buyer. Such taxes arc not covered in the Seller's price. 8. DELAYS. All orders are accepted subject to the Seller's ability to make delivery at the time and in the quantities specified, and tits Seller shall not be liable for dainages for failure to make partial or complete shipment or for the delay in marking shipments. The Buyer shall he liable for any added expensci incurred by the Seller because of Buyer's delay in furnishing requested information to the Seller, delays resulting from order change by the Buyer. or delay in unloading shipments at delivery point that are the fault of Buyer. The Seller shall not be liable for delays or defaults in delivery caused by force beyond its control including but not liniied to floods. fires, storms, or other acts of Oocf, by war on act of public eneiny (or civil disturbance), strikes, lock -olds. Shortages of labor or raw materials and SupplieS (iududing fuel) or production facilities, transportation service or equipment shortages iv failures, action of any governmental authority or other conditions beyond the Seller's reasonable control. 9. SHIPMENT COSTS. Unless otherwise specified on the Seller's invoicing document, all transportation charges, including. but not limited to, carrier's charges for notification prior to deliver, dcmurage caused by Buyer, delay in unloading. diversion. or reconsignment will he paid by the Buyer. 10. TRANSPORT RISKS AND CLAIMS. Risk of foss and tide to Products transfers to the Bayer upon delivery at the ft0.13. point identified on the Seller's invoicing document. On receipt of udc, the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify the Seller against all claims for personal injuries or property damage arising from the storage, use of handling of such Products, Claimhl for damage or shortage in transit must be made by the Buyer against the Citnimjh buyer lias,ihe icspu+ bility'Io,iiitipect sliipimeuifs befnr or during unloadim; to identify any such darnage or shortage and Sec that appropriate notation is made on the. delivery tickets or an inspection report furnished by !lie local agent of the carrier in order to support a claim. 11. AA4ARRANTY. Tfw. Seller warrants only that it will convey good title to the product and that, at the titne'of "hipment. the pt6duct will conform to the published specifications of the 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, INCLUDING ANY IMPLIED WARRANTIES OF NIhRClIANFi OR FITNESS FOR A PART'LCU- LAR PURPOSE. Failure of the Buyer wishing thirty ,30) days after receipt of the Product delivered hereunder to give notice that such product is not as so warranted shall he an unqualified acceptance of such product and a waiver of all claims with respect thereto. In the event of an alleged hieach hereof by the Seller, the sole remedy available ro the Buyer on account of any defCLt in the product shall he limited to the ieplace- meut of Such defective product by rile Seller. her the event the remedy provided herem shall be deorued to have failed its essential purpose, then the Buyer shall be emitted only to a refund of the amounts paid to the Seller for such defective Product. 12. LIMITATION OF LIABILITY. THE BUYER SHALL INOT BE ENTITLED TO RECOVER FROM SELLER INCIDENTAL OR C'ONSfiQUFNTIAI. DAMAGES OR EXPENSES, INCLUDING, BUT NOI LIN11'1TI) TO,'THOSE INCURRED ON ACCOUN I' OF THE QUALITY OR AMOUNT OF PRODUCT' DELIVERED OR THE NON-DELIVERY OF PRODUC"l.'The Buyer assumes all risks find liability for any daniag e to Persons or property remiling born the use of the product delivered hereunder in manufacturing processes of the Buyer or in c'arrubination with Other substances or oticrwise. 13. PATENTS. The Seller agrees to defend and protect the Buyer against loss or damage arising out of legal action for direct patent mfiingement in :onnecuon with the Seller's manufacture of Product provided the Seller is notified promptly of any such action with complete information and is given an opportunity to defend. 14. SECURITY INTEREST. The Buyer herehy grans to the Seller and the Seller hereby retains a security interest in all Products furnished by the Seller and the proceeds thereof. until the purchase price therefore is fully paid. Buyer agrees to execute such linaucing statements and other doctuuemts as Seller may determine at he necessary to Perfect Such security interest. 15, GOVE KING LAW. Any agreement based on the acceptance of this ofttei shall be construed in accordance will) and govemed by the Laws of the Slate of Kansas provided that delivery terms shall he: governed by INCOTl.RMS as published by the International Chamber of Commerce. 16. ASSIGNABILITY. Any agreement basest on the acceptance of this offer .,hall not be assignable by the Buyer without the prior written consent of the Seller and any purported assignment without such consent shall be void. 17. ENTIRE AGREEMENT. If aeeopted. this offer and the terms on the Seller's invoicing document constitute file entire agreement of sale and purchase of the product namied herein. No modification of this Agreement shall he of any force or effort unless in writing and signed by the parties sought to be bound thereby, and no modification shall be effected by the acknowledgment or acceptance of purchase order forms containing different terms or conditions. North American Salt A y/ Company A Compass Minerals Company I NVO I C E Page 1 of 1 PLEASE FiEM" TD: MUM 04: PAYP.§EMT T'f:RfAi wvor -E OAT2 INYOp',2 NUMB P.O. BOX 7-77043 AnAWA, GA 30384 7043 48- 1047632 NET 60 DAYS 3!412008 70170387 SOLD TO: 402129/C54512 SHIP TO: 50580,8 I CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 125TH STREET WESTFIELD IN 4697 CARMEL IN 45433 UNITED STATES OF AMERICA UhllTEQ STATES OF P& ERICA BIIPP�FRS�, UATESlUPPE63 Cti3TD�flFO 13LL�tAL?t8o 6STDEfOtAfMH£F 07i6f:flTYPE Im5 AUCUSTROBIW-WSSO S 03/04/08 W0802 179015 179015 SO CARfl[Efl RNLITRUC:B e0t8PfE2wTYP2 P.0 EL PfiPidifT@f TEflfBTo" 36599 SHIPPING POINT DELIVERED TRUCK B22 THE WATUS TARIQQ MLEAW 8 ALt. a fm EXEMPT 0431241554 B y PROOUDT 0EBCR9vr= TAX QUANTITY U46S UNIT PRISE EXTENDED PRCE 7517 BULK COARSE LA SALT Y 24.1200 TN 51.14 1,474.70 SUFAMARY: i PRODUCT 1,474.70 FREIGHT FUEL SUBTOTAL 1,474.74 STATE TAX COUNTY TAX CITY TAX R�SSI�GES: TOTAL VVEIGHT 49,240.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 743 =1259 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,474.70 zn�samta za +tea:oTen,n„wc�a ��s�e„e4P�,� *ffhh1�ra CREDIT NOTE t:• irrnm3madconsatarmof Sab min 4hoxy.% bbai m.n -5cem� IN US DOLLAR'S us I TERMS AND CONDITIONS OF SALE I. OFFER. No teens stated by Buyer in its bid. Purchase Order, acknowledgment, or other form shall be binding upon the Seller except as expressly agreed in writing by the Seller. Buyer is hereby notified of the Seller's objection to and rejection of any additional or differenl term, in Buyer's hid. Purchase Order, acknowledgment, or other forms. THE SELLER'S PROPOSAL. IS EXPRESSLY i,IA" ITED TO ACCEPTANCE UPON THE TLRhiS AND CONDITIONS CON'IAI,NED HEREIN. 2. PAYMENT. Buyer agrees to make payment at Seller's location and at the time specified on the Sell'er's invoicing document in lawful money of the U.S. The Seller may, in its sole judgment, require such other payment terms as it deems appropriate, including full or partial payment in advance of shipment or by letter of crech t. 3. PAST DUE ACCOUNTS. A finance charge of the lesser of 1.5% per month i 13; %r APR) or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on it past due bavorca will be assessed from the date of the invoice. V 4. PRICES. EXCEPT AS OT14EIINN -ISE SPECIFIED iN THIS OFFER. PRICKS ARE SUBJECT TO C14ANGE WITHOUT NOTICE. ORDERS WILL, Bli. INVOICED. tJNL.IiSS OTHERW "ISE SPECIFIED iN THIS COFFER, AT TTIE SELLER'S PRICE IN EFFECT ON THE SCHEDULLD DACE OF SHIPMENT. Prices on the invoicing document are net of all applicable discoutils and promotional allowances. Any questions by the buyer, shout [lie basis or accuracy of dii< pricing must be submitted to the seller in writing within 60 days of the date of the invoice. 5. CANCELLATION AND MODIFICATiON. Orders may be canceled by Buyer only upon (1) written of oral notice to the Seller subsequently accepted it writing by the Seller and (2) payment to the Seller of reasonable cancellation charges to be solely determined by the Seller. 6. CREDIT. Credit payment terns must have the prior approval of the Seller's Credit Department and must be specified in uriung on the Seller', invoicing document, If at any tins Buyer's financial responsibility becomes impaired or unsatisfactory to the Seller, Seller reserves the right to stop shipment. oil nouticanon to Buyer and to demand payment in advance or at the time of delivery for future deliveries or to require other security satisfactory to the Seller, and in the absence thereof, to cancel, without liability, the unfilled portion of this contract. 7. TAXES. Any tax or other governmental charge now or hereafter levied upon production, severance. manufacture, delivery', storage, consumption, sale, use or shipment of Products ordered or sold will be charged to and paid by the Buyer. Such taxes are not covered in the Seller', price. S. DELAYS. All orders are accepted subject to the Seller's ability to make delivery at the time and in the quantities specificcL and du; Seller shall not be liable for damages for failure to make partial or complete shipment or for the delay in marking ,hipnrenrs. The Buyer shall he treble for any added expense; incurred by the Seller because of Buyer's delay in furnishing requested information to the Seller, delays resulting from order changes by the Buyer. or delay in unloading shipments at delivery point that are the fault of Buyer. The Seller shall not be liable for delays or defaults in delivery caused by forces beyond it control including but nor limited to floods. tires, storms, or other acts of Cod, by war or act of public enemy for civil disturbance), strikes, lock -outs, shot of labor or raw materials recd ,upplics (including fuel) or production facilities, transportation service or equipment shortages or failures, action of any governmental authority or other conditions beyond the Seller's reasonable; control. 9. SHIPMENT COSTS. Unless otherwise specified on the Seller's invoicing document, all transportation charges. including, but not hrnited to, carriers charges for notification prior to deliver, demurrage caused by Buyci, delay in unloading. diversion, or reconsignment will he paid by the Buyer. 14. TRANSPORT RISKS AND CLAIMS. Risk of loss and tide to Products transfers to the Buyer upon delivery at the RO,B, point identified on the Seller's invoicing document. On receipt of utle, the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances aid will indemnify the Seller against all claims for personal injuries or property damage arising from the storage, use of handling of such Products, Claims for damage or shortage in transit must be made by the Buyer against the Cagier;: `fhc Buyer has the iespuirsifTihtyao'irispuct sliipfnelit f tfbre or during unloading to identify any such damage or shortage and see that appropriate notation is rnada on the delivery tickets or an inspection report furnished h y the local agent of the carrier in order to support a claim. 11. WARRANTY. The Seller warrants only that it will convey good title to the product and that, at the time Of Shipmentrthe prexfitc't will cinforit ter the published specitir<tions of the 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 SELL.F,R, INCLUDING ANY IMPLIED WARRAN' IE,*S OF MERC1 IAN FABILITY OR FITNESS FOR A PARTICU- LAR PURPOSE. Failure of the Buyer witting thirty 00) days after receipt of the Product delivered hereunder to give notice that such product is not as ,o warranted shall tic an unqualified acceptance of such product and a waiver of all claims with respect (hereto. in the event of am alleged breach hereof by the Seller, the sole remedy available to the Buyer oar account of any defect in the product ,hall he limited to the replace ment of such defective product by the Seller. In the event the remedy provided herein shall tic deerned to have failed its essential purpose, then the Buyer shall be entitled only to a refund of the amounts paid to the Seller f'or such defective Product, 12. LiMIT'ATION OF LIABILITY. THE BUYER SHALL NOT BF fa,'vTITLED TO RECOVER. FROM SELLER INCIDENTAL OR CONSF.QUFNTIAL DAIVIAGLS OR EXPENSES, INCLUDING, BUT NOT LIMiTED TO,'1'HOSE INCURRED ON ACCOUNT OF'THE QUALITY OR AMOUNT OF PRODUCT DELIVERED OR THE NON DELIVERY OF PRODUC E'The Buyer assunes all risks and liability for any damage to persons or property rc;ulting firm the use of the product delivered hereunder in manufacturing processes of the Buyer Or in combination with other substances or ofhenvise. 13. PATENTS. The Seller agrees to defend and protect the Buyer against loss or damage arising out of legal action for direct patent infringement in onjection with the Seller's manufacture of Product, provided the Seller is notified promptly of any such action with complete infonnalion and is given au opportunity to defend. 14. SECURITY INTF,RIES'L The Buyer hereby grants to the Seller and the Seller hereby retains a security interest hn all Products furnished by the Seller and the proceeds thereof until the purchase price therefore is filly paid. Buyer agrees to execute such financing statement, and other documents as Seller may determine to be necessary to perfect ,such security interest. 15. GOVERNING LA'~'k`. Any agreement based on file acceptance of this offer shall be construed in accordance with arid governed by the Laws of the, State of Kansas provided that delivery terms shall he governed by INCOTERMS as published by the international Chamber of Commerce. 16. ASSIGNABILITY. Any agreement based on the acceptance of this offer shall not be a,signahle, by Lite Buyer without the prior written consent of the Seller and any purported assignment without such consent shall be void. 17. ENTIRE AGREEMENT. If accepted. this offer and file terms on the Seller'., invoicing docmment constitute the entire agreement of safe and purchase of the product names{ herein, No modification of this Agreement shall be of any force or effort unless in writing and signal by the parties sought to W bound thereby. and no modification shall be effected by the acknowledgment or acceptance of purchase order forms containing different terms, or conditions. North American Salt A y/ Company A Compass Minerals Company I Page -1of1 PLEASE REPAT TO. FEDERAL 04: PAYMEMTEft0.S INVtlY'EDATE INYOIGENUMBER a °Aa�� 4 4- 1047632 iV DAYS 3 /4 2 0oa" 70170383 j SOIL TO: 4621 21) 054512 SHIP TO: 506808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3460W. 131ST STREET 5184 E. 125 TH STREET WESTFIELD IN 46074 CARMEL IN 46033 UNITED STAVES OF AMERICA UNITED STATES OF AMERICA F,- PPTtD PROiDATE 29PPED CUMTCMEH PD ®LL DT LA QaFG C"MRk ffinEH CODEHTYPE u9ss AUGUSTROBMNSSONS 03/"Q8 W0802 179017 179017 SO HPMH FWLIT"UCKO eGwvMEw TYPP PDIa P fT TEFMNS TEHf9TOfiY 76599 SHIPPING POINT DELIVERED TRUCK X22 S TAXIDO HPLEAW 0 %kLM HEP EXEMPT t2Ce31201550 B22 I mmum DES.FUPTM TAX CUAMM UOM UWBT PFME EXTENDED PROF 7517 BULK COARSE LA SALT Y 24.69DD ni 01.14 1,5409.55 I SUMMARY: PRODUCT 1,509.55 FREIGHT FUEL SUBTOTAL 1,509.55 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 40,380.0000 Cross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS III! US DOLLARS US 7 500'55 TtiFaSm ofaooda b =bjmci btm"ramm and GondRbn:cr nfhara mastdaol roka CREDIT NOTE -s I TmnsandOondl kx atmavak2bwzdwnw.n— fLcom� II I I��J DOLLARS us TERMS AND CONDITIONS OF SALE 1. OFFER. No terms stated by Buyer in its bid. Purchase Order, acknowledgment, or other form shall be hindine upon the Seller except as expressly ag]eed in writing by the Seller. Buyer is hereby notified of the Seller's objection to and rejection of any additional or different term; in Buyer bid, Purchase Order, acknowledgment, or other Forms. THE SELLER'S PROPOSAL IS FXPRESSLY L.INUTED TO ACCEPTANCE UPON Till TERMS AND COKDILIONS CONTAINED HEREIN. 2. PAYMENT. Buyer agrees to make payment at Seller's location and at the time specified on the Seller's invoicing document in lawful money of itrc (.1.S, The Seller may, in its sole judgment, require such other payment terms as it (teems appropriate, including full or partial payment. in adranec of shipment or by letter of credit. 3. PAST DUE ACCOUNTS. A finance charge of the leaser of 1.5% per month Ni% APR) or the highest rate permitted by law will he assessed on all past due accounts, Interest charged on it past due invoice will be assessed from the ditto of the invoice V d. PRI(`ES. EXCEPT AS OTHERWISE SPECIFIED iN THiS OFFER, PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BF INVOICFE), UNLESS OTHERWISE SPECIFIED iN THIS OFFER, AT IVE SELLER'S PRICE IN EFFECT' ON'iHE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net ot` all applicable discounts and promotional allowances. Any questions by the buyer, about the basis or accuracy of this pricing must be submitted to the seller in writing within 60 days of the date of the invoice, 5. CANCF.LI.ATION AND MODiFICATiON. Orders may be canceled by Buyer only upon (1) written or oral notice to the feller .ub aw(epted it writing by the Seller and (2) payment to the Sellei of reasonable cancellation charges to he solely determined by the Seller. 6. CREDIT. Credit payment terns must have the prior approval of the Seller's Credit Department and must be Specified in wuung on the Sellci', invoicing doctuuent. If at any tine Buyer's Financial responsihilily becomes impaired or unaaticfactory to the Seller, 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 to require other securir satisfactory to the Seller. and in the absence thereof, to cancel, without liability, the unfilled portion of this contract. 7, 'TAXES. Any tax or other goveamenlal charge now or hereafter levied upon production, severance. manufacture, delivery, storage. consumption, sale, use or shipment of Products ordered of sold will he charged to and paid by the Buyer. Such taxes arc not covered in the Seller's price. 8. DELAYS. All orders are: accepted subject to the Seller's ability to make delivery at (he time and in the quantities specified, and rite Seller shall not be liable for damages fur failure to make partial or complete shipment or for the delay in making shipments. The Buyer shall be liable for any added expense, incurred by the Seller because of Buyer's (relay in furnishing ruluested information to the Seller, delays resultine from order changes by die Buyer. or delay in unloading shipments at delivery point that are the fault of Buyer. The Seller shall not he liable for delays or defaulls in delivery caused by forces hevond its control including but nor limited to floods. fires, storn)s, or other acts of God, by war or act of public enemy tot' civil disturbance), strikes, lock -outs. shoruiges of labor or raw material.; and supplies (including fuel) or production facilities, transportation service or equipment shomiges or failures, action o1' any govemnrenral authority or other conditions beyond the Seller's reasonable control. 4. SHIPMENT COSTS. Unless otherwise specified on the Seller's invoicing document, at; transportation charges. including. but not limited to, carrier', chaigtts for notification prior to deliver, demurrage caused by Buyer, delay in unloading. diversion, in reconsignment will be paid by the Buy e i. 10. TRANSPORT RISKS AND CLALti7S. Risk of loss and title to Products transfers to the Buyer upon delivery at the F.O,B. point identified en the Seller's invoicing document. On receipt of title, the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify the Seller against all claims for personal injuries or property damage arising from the storage, use of handling of such Products, Claims for darn age or shortage in transit must be made by the Buyer against the Oirller, The` has the. re,sponsnbdrt fo jQec[ .S111pniCitli 1 i'IUl'e +Of during unloading to identify any such dama or shortage and sere that appropriate notation is matte on the delivery tickets or an inspection report hiu fished by the local agent of the carrier in order to support a claim. 11. WARRANTY. 'rite Seller warrants only that it will convey good title to the product and that. at the fume of shipmenr: the produi will coi)fortn to the' published spec•ificalions of the Seller. Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED. 1S MADE BY SELLER, INCLUDING ANY iMPLIED WARRANI'IFS OF MLRC:I IANTABII -fTY OR FiTNESS FOR A PARTICU- LAR PURPOSE. Failure of than Buyer withing thiry 130) days after receipt of the Product delivered hereunder to give notice that such product is not a, so warranted shall hc an unqualified acceprauec of such product and a waiver of all claims with respect thereto. In the event of an alleged hteaeh hereof by the Seller, the sole remedy available to the Buyer out account of any defect in the product shall he limited to the replace- ment of such defective product by the Seller. h) the event the remedy provided herein shall be deemed to have failed its essential purpose, then the Buyer shad( be entitled only to a refund of the amounts paid to the Seller For such defective Product. 12. t,1M►TATION OF LiABILITY. THE BUYER SHALL NOT BE I,NTITI-ED TO RL.C'OVER_ FROM SEI.I-F,R INCIDENTAL OR CONSEQUFNTLAL DAMAGES OR EXPENSES, INCLUDING, BUT NOI LIMITED TO, THOSE INCURRED ON ACCOUNT OF THE QUALITY OR AMOUNT OF PRODCC'T DELdVERED OR T13E NON DELIVERY OF PRODUCT. 'the Buyer assumes all risks and liability for any damage to persons or property rraultil;g fYorn the Use of the product delivered hereunder in manufacturing proce.eses of the Buyer or in cori biriaiion with other substances or othcrvisc. 13. PATENTS. The Seller agrees to defend and protect the Buyer against loss or dautagc arising out of legal action for direct parent infringement in connection with the Seller's manufacture of Product, provided the Seller is notified promptly of any such action with complete infoimation and is given ;tit opportunity to defend. 14. SECURITY INTEREST. The Buyer hereby grants to the Seller and the Seller hereby retains a security interest in all Products furnished by the Seller and the proceeds thereof. until the purchase price therefore is fully pail. Buyer agrees to execute such financing statement, and othc:i documents as Seller may determine to be necessary to perfect such security interest, I5. GOVERNING LAW. Any agreement based nn the acceptance of this offer shall be construed in accordance with and governed by the Laws of the State of Kansas piovidcd that delivery terrus shall he governed by 1NCOTERI9S as published by the international Chamber of Con 16. ASSft;NAmuTV. Any agreement based on the acceptance of this offer shall not be assignable by the Buyer without the prior written consent of the Seller and any purported( assignment without such consent shall be void, 17, ENTIRE AGREEMENT. If accepted. this offer and the terms on the Seller's invoicing document constinue the entire agrexment of sale and purchase of the product nan)ed herein. No modification of this Agreement shall he of any force or effort unless in writing and signed by the particS sought to be bound thereby. and no modification shall be effected by the acknowledgment or acceptance of purchase order forms containing different terms or conditions. 4 R/ North American Salt Company A Compass Minerals Company INVOICE Page i Of 1 FED (D6: R ANTA, J F N AY MENtTTERfA3 60 DA S 1I1YCgGE 31412 DATE INYOtGEMMOE" GA 30MM 7043 48- 1047632 ET Y 008 70170000 SOLI? TO: 462129/C54512 SHIP TO: 5O5M81 CS54514 CARMIEL UTILITIES CARMIEL UTILITIES 3450 W. 131 ST STREET 5484 E. 125TH STREET UNITED STATES OF AMIERICA UNI ED t IN OFF AMERICA 9187PEDFMd DATE WMYPED CIPLTCIISORFO ISLLi'Jp'LAIRM ch9mentiMuefl CmDeRTYPE 1[995 AUGUSTROBMNSSONS 03104108 W0802 179121 17-021 SO CAMMR RMLITRUM0 EIS18PMa1TTY1F2 P HL PfflUGHi TEt@44% TE14F8TORY 75599 SHIORNG POINT DELIVERED TRUCE{ B22 TARSTATM TARIDA VMLZAW0 SALES IMP i EXEMPT 0031201550 13 PRODFCT DEBCRFPTK)" TAx am m uou FlmT PFucE EXTENDED MOE f 7517 BULK COARSE: LA SALT Y 25.7400 TN 51.14 1,573.74 SUt,fii»9AR PRODUCT 1,573.74 FREIGHT FUEL SUBTOTAL 1,573.74 STATE TAX COUNTY TAX CRY TAX N ESSAGES: TOTAL WEIGHT 51,480.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY 1141E APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,573.74 ,Thh Sxb at Qc*h la tuL rd r==d Cord!dorm a? 5.ft on tho raw roe aldn of thta IwDka CREDIT NOTE `r• 5• us IN US DOLLARS I TERMS AND CONDITIONS OF SALE L OFFER. No teuns stated by Buyer in its bid. Purchase Older, acknowledgment, or other firm shall he binding upon the Seller except as expressly agreed in writing by the Seller. Buyer is hereby notified of the Seller's objection to and rejection of any additional or different terms in Buyer'; bid. Purchase Order, acknowledgment, or other forms. THE SELLER'S PROPOSAL IS EXPRESSLY LIMITED TO ACCEPTANCE UPON THE TERNIS AND CONDITIONS CONTAINED HEREIN. PAYRIENT. Buyer :agrees to make payment at Seller's location and at the Lime specified on the Seller's invoicing document in lawful money r,' rile G.S. The Seller may, in its style judgment, require such other payment terms as it (deems appropriate, including full or partial payment in advance of shipment or by letter of credit. 3. PAST DUE ACCOUNTS. A finance charge of the lesser of 1.5% per month 13t r• APR) or the highest rate permittel by lams will he asstsed on all pace du: accounts. Interest charged on it past due invoice will he assessed flora the date of the invoice V 4. PRI( "ES. EXCEPT AS OTHERWISE SPECIFIED IN THIS OFFER. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BL•: INVOICED. UNLESS OT14ERNVISE SPECIFIED IN THIS OFFER. A"1' T HE SELLER'S PRICE IN EFFEC P ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts and promotional allowances. Any questions by the buyer, about the basis or accuracy of this pricing, must be submitted to the seller in writing within 60 days of the date of the invoice. 5. CANCELLATION AND MODIFICATION. Orders may be canceled by Buyer only upon (I) written or oral notice to th.:tieller uhscquenf accepted iu; writing by the Seller and (2) payment to the Seller of reasonable cancellation charges to he solely determined by the Sciler. 6. CREDIT. Credit payment term, must have the prior approval of the Seller's Credit Department and rnusu be specified ha "ruing on the SeIL C, invoicing document, If at any Lime Buyer's financial responsibility becomes impaired or unsatisfactory to the Seller, Seller reserve; the right to stop shipment. on riwificmion to Buyer and to demand payment in advance or at the time of delivery for future deliveries or to require other seemity cafiO'aclory to thee Seller. and in the absence thereof, to cancel, without liability, the unfilled portion of this contract. 7. 'TAXES. Any tax or other governmental charge now or hereafter levied upon production, severance. manufacture, delivery, storage. consumption, sale, use or shipment of Products ordered or sold will be. charged to and paid by the Buyer. Such taxes are not covered in the Seller's price. 8. DELAYS, All orders are accepted subject to the Seller's ability to make delivery at the time and in the quantities specified, and olrc Seller shall not be liable for damages for failure to make partial or complete shipment or for the delay in matting shipments. The Buyer shall be liable for any added expense, incurred by the Seller because of Buyer's delay it) furnishing requested information to the Seller, delays resulting from order changes by the Buyer. or delay in unloading shipments at delivery point that are the fault of Buyer. The Seller shall not be liable for delays or defaults in delivery caused by forces beyond it control including but not limited to floods. tires, storms, or other acts of God, by war o act of public enemy (or civil disturbance), strikes, lock -outs, shortatges of labor or raw materials atn(i supplies (including fuel) or production facilities, transportation service or equipment snoatages or hrihres, ac +,ion of any governmental authority or other conditions beyond the Seller's reasonable control, 9. SHIPMENT COSTS, Unless olherwise specified oil the Seller's invoicing document, all transportation charges. including. but not limited to, carrier's charges for notification prior to deliver, demurrage caused by Buyer, delay in unloading. diversion. Or reconsignment will he paid by the Buycr. to. 'rRANSPOR RISKS AND CLALVIS. Risk of loss and title to Produce; transfers to the Buyer upon delivery at the F.O.B. point identified on the Seller's invoicing document. On receipt of title. the. Buyer is then responsible for proper protection of Products and compliance with all regulnuons and ordinances and will indemnify the Seller against all claims for personal injuries or property damage arising from the storage. use of handling of such Products. Claims foe damage or shortage in transit must be made by the Buyer against the Cainef,rTlte Buyer bas tesn+n ibititpifr>.inspect siaipimeit.s 6 o pr during unloading to identify any such damage or shortage and See that appropriate notation is made (lit the delivery tickets or an inspection report furnished by tine local agent of the carrier in order to ,upport a claim. 11. WkRRANT'Y. The Seller warrants only that it will convey good title to the product and t hat. at the time of" shiptnent. "the pi(iducf'w'ilCct the published specifications of the 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, INCLUDING ANY IMPLIED WARRAN "1IES OF NIERCHANTABILITY OR FI'T'NESS FOR A PARTICU- LAR PURPOSE. Failure of the Buyer withiug thirty t30) days after receipt of the Product delivered hereunder to gave notice that such product is not a, so warranted shall he an unqualified acceptance of such product and a waiver of all claims with respect thereto. In the event of an alleged breach hereof by the Seller, the sole remedy available to the Buyer on account of any defect in the product shall he limited to the replace- ment Of Such defective product by the Seller. Ili the event the remedy provided herein shall he deetued to have failed its essential purpose, then clue Buyer shall be eutitled only to a refund of the amounts paid to the Seller for such defective Pnoluct. 12. LIMITATION OF LIABILITY. THE BUYER SHALL NOT BF ENTITLED TO RFC'OVER FROM SFLLER INCIDENTAL OR CONSEQUENTIAL. DAMAGES OR EXPENSES, INCLUDING, BUT iVOT LMHTED TO, •THOSE' INCURRED O\ ACCOUNT OF THE QUALITY" OR AMOUNT OF PRODUCT' DELIVERED OR THE NO.N- 1)Et- 1VF ;RY OF PRODUCT. The Buyer assumes all risks and liability for any damage to per -sons or property resulung fiom the use of the product delivered hereunder in manufacturing processes of the Buyer or in combination w ub other subslances or olherwise. 13. PATIENTS. The Seller agrees to defend and protect the Buyer against loss or damage arising out of legal action for direct patent infringement in mnrecuon with the Seller's manufacture of Product, provided the Seller is notified promptly of tiny Such action with complete information and is ;given an opportunity to defend. 14. SECURITY INTEREST. The Buyer hereby grants to the Seller and the Seller hereby retains a security internst in all Products furnished by the Seller and the proceeds thereof. until the purchase price therefore is fully paid. Buyer agrees to execute such financing statemcnts and other documents as Seller may determine to be necessary to perfect such security interest. 15. GOVERNING LAW. Any agreement based on flue acceptance of this offer shall be construed in accordance with and governed by the Laws of the State of Kansas provided that delivery terms shall he governed by INCOT•ERMS a, published by the International Chamber of Commerce. 16. ASSIGNABILITY. Any agrcernent based on the acceptance of this offer shall not be assignable by the Buyer without the prior written consent of the Seller and any purported assignment without such consent shall be void, 17. ENTIRE AGREEMENT. If accepted, this offer and tine terms on the Scllcr's invoicing docurent constitute the entire agreement of sate and purchase of the product named herein. No modification of this Agreement shall be of any force or effort unless in writing and signed by the parties sought to be bound thereby. and no modification shall be effected by the acknowledgment or acceptance of purchase order forms containing different terms or conditions. u AY/ North American Salt Company A Compass Minerals Company INVOICE Page 1 of 1 PLenseReMtTTO: reaMIALme: ParMerrr-rertMS 1faVCAGeOiiTe inwoMEMMoen P.O. BO 4a- 1047032 NET s DAYS 3 !41 2008 70 170984 SOLD TO: 4621 29 C54512 SHIP TO: 5058081 CS54514 CARMIEL UTILITIES CARM4EL UTILITIES 3450 W. 131 ST STREET 5484 E. 1 26TH STREET UNITED S7A`TES O AMERICA UNI Q AMERICA rficm DATE WIU M C TcL fliO ®LLCP LAOMM owuntaumn CMDERTYM 10' 9 ALIGUSTROBBEWMMS 0NO3/08 W0302 179009 1 17900 °A CARMER WAtLITRUCK0 B6URAEMTYPE Pma rfasmsr Teo Tenfu m 7 6599 SHIPPING POINT DELIVERED TRUCK I B22 TARSTAT T FMLPAW!0 ALMImp EXEMPT 0331201550 B22 PRL ur.T 0SBCOPTION TAIL (MAfd M UOM UMT PIKE Ex rmmo FRtl;E 7517 BULK COAR LA SALT Y 22.8300 T1q 81.14 1,383.60 SUMMARY: PRODUCT 1,333.60 FREIGHT FUEL SUBTOTAL 1,383.60 STATE TAX COUNTY TAX CITY TAX I4IIESSAGES: TOTAL WEIGHT.. 45,250.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY r WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,383.60 the s� yea as ub cob 9eTan^nandCo ddomol Ss� er. 8a rawicaal6� cf fhR l rwta CREDIT NOTE t5• rra�s,aconrmot�srma.n�a«,,,� IN US DOLLARS US f' TERMS AND CONDITIONS OF SALE L OFFER. No teens stated by Buyei in its bid. Purchase Order, acknowledgment, or other form shall he binding upon the Seltcr except a> expressly agwed in writing by the Seller. Buyer is hereby noticed of the Seller's objection to and rejection of tiny additional or different term, in Buyer's bid. Purchase Order, acknowledgment, or other forms. THE SELLER'S PROPOSAL IS EXPRESSLY L.INHTED TO ACCEPI'ANC:E UPON THE TERiv1S AND CONDITIONS CONTAINED HEREIN 2. PAYMENT. Buyer agrees to make payment at Seller's location and at the ume specified on the Seller's invoicing document in lawful atone} of the L.S. The Sell-;r tray, in its sole judgment, requite such other payment terms as it deems appropriate, including full or partial payment in adwince of shipment or by leuer of credit. 3, PAST DUE ACCOUNTS. A finance char of the lesser of 1.5% per month i I K -APR) or the highest rate permitted by lave, will he assessed on all that date accounts. luterest charged on it past care invoice will he assessed Prom the date of the invoice PRI(`ES. EXCEPT AS OTHERNVISE SPECIFIED IN THIS OFFER. PRICES ARE SUBJECT TO CHANGE WiTHOUT NOTICE. ORDERS WILL BI; INVOKED. UNLESS OTHERWISE SPECIFIED IN THIS OFFER, ATTHE SELL.ER'S PRICE IN EFFECT' CIN'f'HE S(-'LiEDI.iLE6t) D,YrE OF SHIPMENT. Priers on the invoicing document are net of all applicable discounts and promotional allowances. Any question by the buyer, -.,bout the basis or accuracy of this pricing must be submitted to the seller in waiting within 60 days of 1130 date of the invoice. 5. CANCl':L .ATtON AND MODiFICATiON. Orders may be cancel d by Buyer only upon (i) written of oral notice to the Seller caikcqucndy accepted in writing by the Seller and (2) payment to the Seller of reasonable cancellation charges to be solely datertined by the Seller. 6. CREDIT. Credit payment terms must have the prior approval of the Seller's Credit Department and must he specified in «taing nn the Srllrt's Invoicing document, if at any tnne Buyer's financial responsibility becomes impaired or un,atisfactouy to the Seller, 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 to require other security satisfactory ro the Seller. and in the absence thereof, to cancel, without liability, the unfilled portion of this contract. 7. TAXES. Any tax or other governmental charge now or hereafter icvied upon production, severance, manufacture, delivery, storage, consumption, sale, use or shipment of Products ordercd or sold will be charged to and paid by the Buyer. Such taxes are not covered in tau Seller's price. 8. DELAYS. All orders are accepted subject to the Seller's ability to make deliveiv at the time and in the quantities specified, and the Seller shall not be liable for damages for failure to make partial or complete shilnnene or for the delay in making shipments. The Buyer shall be liable for any added expense; incurred by the Seller because of Buyer's delay in furnishing requested information to the Seiler, delays resulting from order changes by the Buyer. or delay in unloading shipments at delivery point that are the fault of Buyer. The; Seller shall not be liable for delays or do@udts in delivery caused by forces heyond its control including bill not limited to floods. tires, storms, or other acts of God, by war or act of public enemy (or civil disunbance), >itikes, lock -outs, shortages of labor or raw materials and supplies (including fuel) or production facilities, ransportation service or equipment shortages ur fxihres, action of any governmental authority or other conditions beyond the Seller's reasonable control. 9. SHIPMENT COSTS. Unless otherwise specified on the Seller's invoicing document, all transportation charges. including. but not limited to, c'arrier's charges for notification prior to deliver, demurrage caused by Buyer, delay in unloading, diversion. or reconsigmmenl will be paid by the Buy 10. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products transfers to the Buyer upon delivery at the F.O.B. point identified nn the Seller's invoicing document, On receipt of ude, the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify the Seller against all clainis for personal injuries or property damage arising from the storage. use of handling of such Products. Claims for damage or shortage in transit mull be niade by the Buyer against the Carrief:'Thc:Buyer bay ;ihc,icsp>oi� xo ;nnpect slii�itettt.i`beCvr oj,during unloading to identify- any such carnage or shortage and ,cc that appropriate notation is made on the delivery tickets or an insj=t,ion report furnished by lite local ag0nt of the carrier in order to support a cl `'a 11. WARRANTY. The Seller wvrrams only that it will convey good title to the product and that, at the tintc'oi'shipimciit. the j>roduc to ttic'published specifications of the Seller. Seller's specifications are subject to change at any Lime without notice to Buyer. NO OTHER WARRANTY OF ANY KIND. EXPRESSED OR IMPLIED. iS !MADE BY SELLER, INCLUDING ANY IMPLIED WARRANTIES OF NIERCI TAN TABILri'Y OR FITNESS FOR A PARTICU- LAR PURPOSE. Failure of the Buyer v.ithing thirty (30) days after receipt of the Pmduot delivered hereunder io give notic: that such product is not a, no w arrautcd shall be an unqualified acceptance of such product and a waiver of all claims with respect thereto. fit the event of an alleged breach hereof by the Seller, the sole remedy available to Lite Buyw on account of any defeat in the product dual be limited to the replace- ment of such defective product by the Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose, then the Bever shall be entitled only to a refund of the amounts paid to the Seller for such defective Product. 12. 1.jmrr.1T10N OF LIABILITY. THE BUYER SHALL NOT BE ENTITLED TO RECOVER_ FROM SELLER iNCIDENTAL. OR CONSEQUENTIAL DAMAGES OR EXPENSES, INCLUDING, BUT NOT LIMTTF,D TO. THOSE INCURRED ON ACCOUNT OF I-RE QUALITY OR AMOUNT OF PRODUCT DELIVERED OR THE NON DELIVERY Oh PRODUCE 'Ilia Buyer assumes till risks and liability for any damage to persons or property resulting fiorn the u,c of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other substances or otherwise. 13. PATENTS. The Seller agrees to defend and protect the Buyer against loss or damage arising out of legal action for direct patent tntiingement in amnection with the Seller's manufacture of Product, provided the Seller is notified promptly of an% such action with complete information and is given an opportunity to defend. 14. SECURITY INTEREST. The Buyer hereby grants to the Seller and the Seller her.•by retain, a security interest in all Product, furnished by the Seller and the proceeds thereof. until the purchase price therefore is frilly paid. Buyer agrees to execute such financing statements and other documents as Seiler nun• determine to he nocxxsary to perfect such security interest. 15. GOVERNING LAW. Any agreement based nn the acceptance of this offer shall he construed in accordance with and governed by the Laws of the State of Kama, provided that delivery terms shall he governed by 1NCOTLRMS a, published by the International Chamber of Commerce. 16. ASSIGNAii1LCCY. Any agreement based on the acceptance of this offer shall not be assignable by the Buyer without the prior wriuen consent of the Seller and tiny purported assignment without such consent shall he void. 17. ENTIRE AGREEMENT. If accepted. thi, offer and the terms on the Seller's invoicing document consume the entire agreement of sale and purchase of the product named herein. No modification of this Agiecment shall be of any force or effort unless in writing and signed by Cite parties sought to be bound lhereby. and no modification shall be effected by the acknowledgment or acceptance of purchase order forms containing different terms or conditions. .r AY/ North American Salt Company IN A Compass Minerals Company Page- 1 of1 PLEASE RENT TO: PEDEffAL m6: J F N AY PA2M'Tefti.6 INVOICE AATe INVOr-E NUMBER A° AWA,� X44 48- 1047632 E� 60 DAYS 3/412008 70170088 SOLD T 4: 462129/C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3 650 W. 1 ST STREET 54S4 E. i 26TH STREET UNITED STATES OF AMERICA UNITED AMERICA 1 91347imFINO49 OATEN CUSTMwNPO MLLOPLAWAM ammoHif. im" CMDEWTYPE lm5 AUGUSTROBBENSSONS 03104/08 V V0802 179016 179016 SO CAfsMER RMLJTRUCKO VM4fiF Mff TYP2 P.MB. rfu5 Mfr TEf8Y5i TSnfum1w 76539 SHIPPING POINT DELIVERED TRUCK B22 TAXSTATUS TAX tRO RELEAW9 3AL15REP EXEMPT UD 1550 B22 PW=Lur o6SCFAPTION TAX CMH MV I 60ta I MW PROE r- rrmuEU PRCE 7517 BULK COARSE LA SALT Y 24.8900 TAI 61.14 1,521.77 SUMMARY: PRODUCT 1,521.77 FREIGHT FUEL SUBTOTAL 1,521.77 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTALWEIGHT...49,780.0000 Gress Pounds FOR BILLING INQUIRIES CALL 1 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS lid US DOLLARS US 1 521.?! innub ctb4ltaTumoraneGots lMbtm a 3.1m onsrerada %JdvoffhIL Irn Ic CREDIT NOTE v Of IN US DOLLARS US E t TER STS AND CONDITIONS OF SALE 1. OFFER. No terns stated by Buyer in its bier. Purchase Order, acknowledgment, or other form shall be hinding upon the Seller except as expressly a :giecd in writing by the Seller. Buyer is hereby notified of the Seller's objection to and rejection of any additional or different terms in Buyer's bid, Purchase Order. acknowledgment, or other fortis. THE SELLER'S PROPOSAL IS (EXPRESSLY" L.IMI'1 "ED TO ACCEPTANCE UPON THE TERMS AND CONDITIONS CONTAINED HEREIN, 2. PAYMENT. Bayer agree, to make pay'ntant at Seller's locution and sr the time specified on the Seller's invoicing document in lawful more} of the I.S. The Seller Wray, in its sole judgment, require such other payment terms as it deems appropriate., including full or partial payment in advance of shipment or by letter of credit. 3. PAST DUE ACCOUNTS. 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 pact do; accounts- Interest charged (it) a past due invoice will be assessed front the date of the invoice. 4. PRICE'S. EXCEPT AS OTHERWISE SPECIFIED IN THIS OFFER, PRICES ARE SUBJECT TO CHANGE WITHOUT NOTiCE. ORDERS WILL BE INVOICED. UNLESS OTHERWISE SPECIFIED IN THIS OFFER, ATTHE SELLER'S PRiCE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts and promotional allowances. Any questions by the buyer, about the basic or accuracy of dui pricing must be submitted to the seller in writing within 60 days of the date of the invoice. 5. CANCELLATION ANA) MODiFICATiON. Orden may be canceled by Bu only upon (l) written of oral notice to the Seller ,uhseq t uently accepted i writing by the Seller and (2) payment to Ilse Seller of reasonable cancellation charges to he solely determined by the Seller. 6. C`REDiT. Credit payment terms must have the prior approval of the Seller's Credit Department and must he specified hi vtriung on the S dlc C, Invoicing document, if tit any time Buyer's financial responaiblity becomes impaired or unsatisfactory to the Seller, Seller reserves the right to scup shipment, on notification to Buyer and to demand payment in advance or at the time of delivery for future dcliveiies or to require other security satisfactory to the Seller. and Ili the absence thereof, to cancel, without liability, the unfilled portion of this contract. 7. T'AXFS. Any tax or other governmental charge now or hereafter levied upon Production, severance., man ufaertire. delivery, Aorage, consumption. sale, use or shipment of Products ordered or sold will be charged to and paid by the Buyer. Such taxes are not covered in the Seller's price. S. DELAYS. All orders are accepted subject to the Seller's ability to make delivcty at the time and in the quantities specified, and the Seller shall not be liable for damages for failure to make: partial or complete shipment or for the delay in tanking shipments. The Buyer shall be liable for any added expense; incurred by the Seller because of Buyer's delay in furnishing requested information to the Seller, delays n sulline from order changes by the Buyer. or delay in unloading shipments at delivery point that are the 1•ault of Buyer. The Seller shall not be liable for delays or defaults in cfefivery caused by forces heyoncf its control including but nor limited to floods. fires, storms, or other acts of God, by war of act of public enemy for civil disturbance), strikes, lock -outs, shortages of labor or rave materials and supplies (including fuel) or production facilities, transportation service or equipment shortages or faulures, action of any governmental authority or other conditions beyond the Seller's reasonable control. 9. SHIPMisNT COSTS. finless otherwise specified on the Seller's invoicing document, all transportation charges. including. but not limited to, carrier's charges for notification prior to deliver, demurrage caused by Buyer, delay in unloading. diversion. of reconsignment will he paid Loy the Buyci. to. TRANSPORT RISKS AND CLAIMS. Risk of loss and tit, to Products transfers to the Buyer upon delivery at the F.0.I3. point identified ,)it the Seller's invoicing document. On receipt of utle, the Buyer is then responsible for proper protection of Products and compliance with all regularionc and ordinances and will indemnify the Seller against all claims for personal injuries or property damage arising from the storage. use of handling of such Product,. Claims foi chmtage or shortage in transit mutt be made by the Buyer against the Carr €ere "SThe' Buyer lias ihe respctitcibitit} ;tir;bispect Sl iliirieitfs'herire ^itr.during unloading to identify any such damage or shortage and sec that appropriate notation is stack on the delivery tickets or an inspection report furnished by.the local a sent of the carrier in order to support a claum. i 11. W:1RRANT'Y. The Seller warrants only that it will convey good title to the product and that. at the'timc'of shipment the product wilt-et io the hublishcd" specifications of the Scllct. Seller's specifications are subject to change at any time without notice to Buyer. NO OT'F1ER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, IS MADE BY SELLER, INCLUDING ANY IMPLIED WARRANTIES OF NIERC'.I iANT'ABIL17Y OR FiTNESS 1 A I'ARTTCU- LAR PURPOSE. Failure of the Buyer wishing thirty 130) days after receipt of the Product delivered hereunder to give notice that such product is not as so warranted shall be an unqualified acceptance of such product and a waiver of all claims with respect thereto. In the event of an alleged breach hereof by the Seller, the sole remedy available to the Buyer on account of any defect in the product ,hall he limited to the :spin ce- ment of such defective product by the Seller. ht the event the remedy provided herein shall be deemed to have failed its essential puipose, then the Buyer shall be entitled only to a refund of the amounts paid to the Seller for such defective Product. 12. LIMITATION OF LIABILITY. THE BUYLiR SHALL NOT BI: ENTITLED TO RECOVER FROM SELLER INCIDENTAL OR CONSEQUENTIAL DANIAGFS OR EXPENSES, INCLUDING, BUT NOT LIMfTED TO, THOSE INCURRED ON ACCOUNT OF THE QUALITY OR ANIOUNIT OF PRODUCT DELIVERED OR THE NON- DEI.iVERY OF PRODUCT. The Buyer assumes all risks and liability for any darnage to persons or property resulting from the use of the product delivered hereunder in manufacturing processes of the Buyer or in combination wah other substances or otherwise. 13. PATEN 1'S. The Seller agrees to defend and protect the Buyer against loss or damage arising out of legal action for direct patent infringement in :onnectjon with the Seller's manufacture of Product, provided the Seller i, notified promptly of any such action with complete information and is given an opportunity to defend. 14. SECURITY INTEREST. The Buyer hereby grants to the Seller and the Seller herby retains a security interest in all Products furnished by the Sullen and the procedxis thereof until the purchase price therefore is fully paid. Buyer agrees do execute such financing statements and other doctwe:nis as Seller may determine to he necessary to perfect such security interest. 15. GOVERNING LAW. Any agreement based on the acceptance of this offer shall he construed it accordance with and govemed by the Laves of the Sure of Kansas provided that delivery terms shall he governed by INCOT'ERMS as published by the International Chamber of Commerce. 16. ASSIGNABiLITY. Any agreement based on the acceptance of this offer shall not be assignable by the Buyer without the prior written consent of the Seller and any put pored assignment without such consent shall be void. 17. ENTIRE AGREEMENT. If accepted. this offer and the terms on the Seller's invoicing document constitute the entire agreement of sale and purchase of the product named herein. No modification of this Agreement shalt he of any force or effort unless in writing and signed by the parties sought to ba bound thereby. and no modification shall be effected by the acknowledgment or acceptance of purchase order forms containing different terms or conditions. ti 41VI North American Salt /A Company A Compass Minerals Company INVOICE Page 1 of t PLEASE REMrr TO* FEDERAL04t PArO tlTTCfms IMVOIGETe IMVOM!NuM8ff4 ATLANTA -7043 48- 1047682 NET 60 DAYS 3 1 7 0170878 SOLD T0: 462129/C54512 SNIP TO: 5059081 CS-54514 CARMEL UTILITIES CARMEL UTILITIES 3&% 131ST STREET 5484 E. 126TH STREET UNITED STATES OF AMERICA C AR ME L MATESS OF AMERICA WIWPM MAW ED CUSTU "PO ®LL CP LA WMEntumarri EB22 lams AUGUSTRO88ENSSC 02125108 W0802 176854 176854 CAEUMH RAIL /TWUCK0 eMUP MTTYPZ P.O D. PfWmIrTeftws 7fgg SHIPPING POINT DELIVERED TRUC TAA3TATUM TAXIDO f4ELEAw0 %ALMFMP EXEMPT OD312015W B22 Pwmur DIM#—'FWFRQW I TAX MAWTITY UOM MUT PME Ex rmmD moc- 751 r BULK COARSE: LA SALT Y 25.0000 TN 01.14 1,528.50 I SUMMARY: PRODUCT 1, 528.50 FREIGHT FUEL SUBTOTAL 1,528.50 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT... 50,000.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,528.50 WE APPRECIATE YOUR BUSINESS IN US DOLLARS I_ h tL Sdo olaooft1% %ubZctbthu'Fam s dCorditmct mks* etmt Irno4n CREDIT NOTE 5 A IN US DOLLARS US t TERMS AND CONDITiONS OF SALE 1. OFFER. No terms stated by Buyer in its bid. Purchase Order, acknowledgment, or other form shall be binding upon the Seller except as expressly agreed in writing by the Seller. Buyer is hereby notified of the Seller's objection to and rc ;icet of any additional or different term; in Buyer's bid, Purchase Order. acknowledgment, or other forms. '['HE SELLER'S PROPOSAL, iS EXPRESSLY LIMITED TO ACCEPTANCE UPON THE TERMS AND CONDITIONS CONTAINED HEREIN. 2. PAYMENT. Buyei agrees to make payment at Seller's location and at the tune specified on the Seller's invoicing document in lawful stoney of the U.S. The Seller may, in its sole judgment, require such other payment terms as it deems appropriate, including full or partial payment in advance of shipment or by letter of credit. 3. P :kST DUE ACCOUNTS. A finance charge of the lesser of 1.5 per month (13`' APR) or the highest rate permitted by law will be assessed on all Facet due accounts. Interest charged on it past due invoice will be assessed from the date of (tie invoice. 4. PRICES. EXCEPT AS OTHERWISE SPECIFIED iN THIS OFFER. PRICES ARE SUBJECT'r0 CHANGE WITHOUT NOTICE. ORDERS WELL BIE. INVOICED. UNLESS OTHERWISE SPECIFIED iN THIS OFFER ATTHE SELLER'S PRICE IN EFFECT ON THF., SCHEDULED DATE OF SHIPMF..NT. Prices on the invoicing document are net of all applicable discounts and promotional allowances. Any questions by the buyer, about the basis or ac'c'uracy of tnis pricing must be submitted to the seller in writing within 60 days of the date of the invoice. 5. CANCELLATION AND MODiFIGkTION. Orders may be canceled by Buyer only upon 1) written or oral notice to the Seller subsequently accepted in writing by the Seller and t2) payment to the Seliei of rm'tsonable cancellation charges to be solely determined by the Seller. 6. CREDIT. Credit payment terms must have the prior approval of the Seller's Credit Department and must be specified in tarmng on the Srll.E's invoicing document, If at any time Buyer's financial respon,ihility becomes impaired or unsatisfactory tdthe Seller, Seller reserves the right to stop shiputcnt. at notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or to require other security satisf:,ctory to the Seller. and in the absence thcto�f, to cancel, without liability, the unfilled portion of this contact. 7. 'TAXES. Any tax or other eoyenimental charge now or hereafter levied upon production, severance. manufacture, delivery, storage. consumption. sale, use or shipment of Products ordered of sold will be charged to and paid by the Buyer. Such taxes are not covered in the Seller's price. 8. DELAYS. All orders are accepted subject to the Seller's ability to make delivery at the time and in the quwdilies speL ificd, and the Seller shall not be liable for damages for failure to make partial or complete shipment or for the delay in making shipments, The Buy =x shall be liable for any ,added expenses incurred by the Seller because of Buyer's delay in furnishing requested information to the Seller, delays resulting from order changes by the Buyer. or delay in unloading: shipments at delivery point that are the fault of Buyer. The Seller shall not be liable for delays or defaults in delivery caused by forces beyond its control including btu nor limited to floods. tires, storms, or other assts of Clod, by war of act of public entry lot civil disturbance), sti ikes, lock -outs, shortages of labor or raw materials and supplies (including fuel) or production facilities. trnspornaion service or equipment shoatages or failures, action of any governmental authority or other conditions beyond the Seller's reasonable control. 9. SHIPMENT COSTS. Unless olhcnvise specified on the Seller's invoicing document, all transportation charges. including. but not limited to, carrier, charges for notification prior to deliver, demurrage caused by Buyer, delay in unloading, diversion. or reconsignment will he paid by the Buyer. 10. TRANSPORT RISKS AND CLAIiMS. Risk of loss and title to Products transfers to file Buyer upon dc)hciy at the F.O.B. point identified on the Seller's invoicing document. On receipt of utle, the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify the Seller against all claims for personal injuries or property damage arisin fr6iir the_stbrage. v Si c +f,liainaling of (?r9micis. v Claims for damage or shorutgc in transit must be. made by the Buyer against the Carrier. The Buyer has the responsibility ;t' inspect slailimenfs- hefjte,yr' during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets.or an inspeetion ieport furnished by the local agent of the carrier in order to support a claim. r.; 11. WARRANTY. The Seller warrants only that it will convey good title to the product and that. at the time of'shipment. the product will conform to the published specifications of the Sclh;r. Seller's specification, are subject to change at any time without notice to Buyer, NO OTHER WARRANTY OF ANY KIND, IEXPRESSLD OR IMPLIED. iS MADE BY SELLER, INCLUDiNG ANY IMPLiED W CIF INIERCHAti I'ABILiTY OR FITNESS FOR A W ffr1CU- LAR PURPOSE. Failure of the Buyer withing thirty (,30) days after receipt of the Product delivered hereunder to give notice that such product i not a. so Warranted shall he an unqualified acceptance of'such product and a waiver of all claims with respect thereto. In the event of an alleged breach hereof by the Seller, the sole remedy available to the Buyer on account of tiny defect in the product shidl be limited to the reply x- ment of such defective product by the Seller. fit the event the remedy provided herein .shall be deemed to have failed its essential purpose, then the Buyer shall he entitled only to a refund of the amounts paid to the Seller for such detective Product. 12. LIMITATION OF LIABILITY. THE BUYER SHALL. NOT BE ENTITLED TO RECOVER FROM SELLER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES, INC'.LUDiNG,, BUT NOT LIMITED TO, THOSE- INCURRED ON ACCOLNT OF THE QUAL.rfY OR AMOUNT OF PRODU'C'T DELIVERED OR THE NON- DELIVERY OF PRODUCT. The Buyer assumes all risks and liability for any damage to persous or property resulting frorn the usa of the product delivered hereunder in manufacturing, processes of the Buyer or in combination with other substances of ulberwise. 13. PATENTS. The Seller agrees to defend and protect the Buyer against loss or damage arising out of legal action for direct patent infringement in connection with the Seller's manufacture of Product, provided the Seller is notified promptly of any such action with complete information and is given an opportunity to demand. 14. SECURITY INTEREST. The Buyer hereby grants to the Seller and the Seller hereby retains a security interest in all Products furnished by the Seiler and the proceeds thereof, until the purchase mice therefore is fully paid. Buyer agrees to execute such financing statements and other documcnts as Seller may derern ine to he necessary to perfect such security interest, 15. GOVERNING LAW. Any agreement based on the acceptance of this offer shall be construed in accordance with and governed by the L.aw,% of the Sure of Kansas povided that delivery terms ..hall he governed by INCOTiwms as published by the International Chamber of Commerce. Ifi. ASS[GNAB][.Ci'Y. Any agreement based on the acceptance of this offer shall not be assignable by the Buyer washout the prior written consent of the Seller and any pnpotted assignment without such cortsent shall be void. 17. ENTIRE AGREEMENT. If accepted, this offer and the terms tin the Seller's invoicing document constit the entire agreement of sale and purchase of rile product named herein, No modification of this Agreement shall he of any force or effort unless in writing and signed by the parties sought to be bound thereby. and no modification shall be effected by the acknowledgment or acceptance of purchase order forms containing different terms or conditions, 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 358765 NORTH AMERICAN SALT Purchase Order No. PO BOX 277043 Terms ATLANTA, GA 30384 Due Date 3/13/2008 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 3/13/2008 70170985 $1,469.19 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 n. Date Officer VOUCHER 081187 WARRANT ALLOWED 358765 IN SUM OF NORTH AMERICAN SALT PO BOX 277043 ATLANTA, GA 30384 Carmel Water Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO INV ACCT AMOUNT Audit Trail Code 70170985 01- 1420 -00 $1.,469.19 7 6(709 7 ►�IZy.1a 76 (17 oq,$q 15 oQ.55 -1 0170 `l4 15 13.1 L( col 7oQ$$ 1 52 .5 0 1 UN61.Oj Voucher Total 19 Cost distribution ledger classification if claim paid under vehicle highway fund North American Salt Company INVOICE A Compass Minerals Company Paw loft FLEASENEb9TTO: MDERALm0: �7 Te"ms MxxoEDATE ItdvCi-E i�uFme" P.O. GAS 30884-:043 40- 1047632 DAYS 2,29/200 701 69300 SOLD TO: 462129/C54512 SHIP TO: 5058081 CS54514 CARMEL LJTTILITIES CARMEL UTILITIES 3450 W. 131ST STREET 5484 E. 125TH STREET UNITED STATES OF AMERICA CARMEL STATES OF AMERICA DATES♦DFPFD CD:TO2mnm ELL CF LAW= CiftDEFitUMBER aiiDBRTYPE B6N lo995 AUGiJSTROB SSONS 02123108 W0302 176864 1768'64 SO CARMER HAIL11MMKB 63NPM0a TYPY KOM rvam; TTERMS TEAFLITQlfli 7659 SHIP POINT DELIVERED TRUCK B22 TAXSTATUS TARID@ HELEASEQ ALMIMP EXEMPT OD312D1550 B=- PFF ourrr DEWFOPTION TAX 0JAPl M !told UNIT P.RiGE EXTENDED mnr= 7517 BULK COARSE LA SALT Y 21.E TYJ 61.14 1,321.85 i SUHMARY: PRODUCT 1,321.85 FREIGHT FUEL SUBTOTAL 1,321.85 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT.. 43,240.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,321.85 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Thm sm orQxds ffiaubetb ew Tamm and CrrdBbrmor iv'�on ttw rawrsa nlda of 9rts lnwta CREDIT NOTE (Tmnm and Conditbrm of Sab am zhco at wvm.n m=Lcom� IN US DOLLARS us TERMS AND CONDITION'S 0I SALF 1. OFFER. No term. stated b Buyer in n,, bid, Purchase Order, acknowledgment, o other form shall bc: binding upon the Seller except as expressly agreed in wrn'inr by the Seller. Buyer is hereby notified of the Seller's objection to and rejection of any additional or different terms in Buyer's bid, Purchase Order, acknowledgment. or other form, THE SE11FR'S PROPOSAL 1S EXPRESSLY LIMITED TO ACCEPTANCE UPON THI. TERMS AND CONDITIONS CONTAINED HEREIN 2. PAYMENT. Buyer agices to rnake payment at Seller's location and it the time specified on the Srllcr' invoicing do;umem in fateful money of the L.S. The Seller may in it sole judgment. require such other payment teens as it deems appropriate, including full or partial payment in advance of shipment or by letter of credit. 3. PAST DUE ACCOUNTS. A finance clatgr of the lesser of per month (18':r, APR) or the highe rate permitted by law will be a.sessed on all past due accounts, Interest charged on it past due invoice twill be assessed front the date of the invoice, 4. PRICES. EXCEPT AS OTI IERWISI; SPECIFIED IN THIS OFFER. PRICES ARE SUBJECT TO MANOR WIT'HOLPT NOTICE. ORDERS WILL BE INVOICED. UNLESS OTItF.RNVISE SPECIFIED IN THIS OF'FI ?R, AT T14E SELLER'S PIZICE IN EFFECT ON TT IE SCHEDULED DA'L'E OF SHIPMEN L Pries on the invoicing document are net of all applicable discounts and promotional allowances. Any qursions by the buyer. about the basis or accuracy of this pricin¢ must be submitted to the seller in writing within 60 days of the date of the invoice. 5. CANCELLATION AND MODIFICATION. Orden may be canceled by Buyer only upon (1) written or oral notice to the Seller subsequently accepted in u-r Wile, br the Seller and (2) payment to the Sella of reasonable cancellation charges to be solely determined by the Seller. 6. CREDIT. Credit payment terns roust have the prior approval of the Seller', Credit Department and must be specified in writing on the Seller' invoicing document, if at any Little Buycr'e financial responsihility becornes impaired or uusutWactor9 to the Seller, Seller reserves the right to ,top shipment, on notification to Buyer and to demand payrrcnt in advance or at the time of delivma for future deliveries or to require other security satislactury to the Seller, and in the absence thereof', to cancel, without liability, the unfilled fwrtion of this contract, 7. 'TAXES. Any tax or other v0ventmental charge now or hereafter levied upon production, severance, manufacture, delivery.- storage, consumption, .alt, use or shipment of Products ordered or old will be charged to and paid by the Buyer. Suclr taxes are not covered in die Seller's price. S. DI'I,AYS. All order; are accepted ,,object to the Seller's ability to make delivery at the time and in the quantities specified. and the Seller shall not be liable for damages flu failure to make partial or complete shipment or for the delay in making shipments. The Buyer shall be liable for any added expenses incurred by the Seller because of Buffer' delay in furnishing requested information to the Seller, delays resulting front or oder change~ by the Buyer, arc delay in unloading shipments at delivery point that ate the fault of Buyer. The Seiler shall not be liable for delays or defaults in delivery caused by forces beyond its control including but not limited w floods. fire~, storas, or other acts of God, by war or act of public enemy (or civil disturbance), strikes. lock -outs, shortages of labor or mw materials and supplies (including fuel) or production facilities. transportation service or equipment shortages or failure,. action of any governmental authority or other conditions beyond the Seller's reasonable control. 4. SHIPMENT COSTS. Unless otherwise specified on the Seller's invoicing document, all uarrsportarion charges, including, but not limited to, carrier's charges for notification prior to deliver. demurrage caused by Buyet, delay in unloading. diversion, or reconsignment will be paid by the Buyer. 10. TRANSPORT RISKS AND CLAIMS. Risk of toss and title to Products transfer, to the Buyer upon delivery at the F.O.B. point identified on the Seller's invoicing document. On receipt of title, the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify the Seller against ell claims for personal injuries or property damage arising from the storage, use of handling of Stich Products. Claims for damage or shortage in transit must be nratde by the Buyaa against the Carrier. The Buyer has the re,ponsibiJity to inspcot shipments before or during unloading to identify any such dama 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 suppon a claim. 11. WARRANTY. The Seller warrants only that it will convey good title to the product and that, at the time of shipment, the product will conform to the published specifications of the Seller. Seller's specification, are subject to change at any time without notice to Bua;r. NO OTHER WARRANTY OF ANY KIND, I?XPftF,SSED OR IMPLIED, IS MADE BY SELLER, INCLUDING ANY IMPLIED WARRANTIES OF ML•RCHANI :ABILITY OR FITNESS FOR A PARTICU- LAR PURPOSE. Failure of the Buyer whiting thinly (30) days after receipt of the Product delivered hereunder to give notice that ,itch product is not as so warranted shall be art unqualified acceptance of such product and a waiver of all claim~ w°nh respex.t thereto. fr, the or an alleged hw,rch hereof by the Seiler, the sole remedy available to the Buyer on account of any defect in the product shall be lirnited to the mplace- me oaf arch defolit, prndue t b• the Seller. Ili the event the remelt prowidedl herein shill he deemed to have ia,ilcd its cisenlal pnrposc. then the Burcr ,hall be entitled only ice a rebind of the amounts paid to the Seller for such defective Product. 11 I,1 OF LIABILITY. THE BUYER SHALL NOT BE EN ITT'LED TO RECOVER FRONT SELLER INCIDENTAL OR CONSEQUENTT:3i_ DA'v1AGES OR EXPENSES, INCLUDING, BUT WTI' LIMITED TO, 'IT HOSE INC1112RI D ON ACCOUNT OF THE QUALITY OR ANfOU�NrT Or' PRODUCT DELIVERED OR THE NON DELIVERY OF PRODUCT. The Buyer assumes all risks and liability for any dosage to persons or property resulting from the use of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other substances or otherw•iw, 13. PATENTS. The Seller aerces to defend and protect the Buyer against loss or damage arising out of legal action for direct patent infringement in connection with the Seller's manufacture of Product, provided the. Seller is notified promptly of any such action with complete information and is given an opportunity ur defend. 14. SECURITY INTEREST, The Huy'er herchy grants to the Seller and the Seller hereb} retains a security interest in all Product furnished by the Seller and the proceeds thereof, until the purchase price, therefore is fully paid, Buyer agrees to execute such financing statements and other docuuwnn a Seller may detemune to he nece,saty to perfect such security interest. 15. GOVERNING LAW. Any agreement based on the acceptance of this offer shall he construed in accordance with and governed by the Laws of [lie State of Kansas provided that delivery term shall be governod by rNCOTF:RNIS as published by the International Chamber of Commerce. 16. ASSIGNABILITY. Any ji-rcement based on the acceptance of this offer shall not be assignable by the Buyer without the prior written consent of the Seller and anv Purported assignment without •uc•h consent shall be void. 17. WFIRE AGREEIIEN 1'. If accepted, this offer and the terms on the Seller's invoicing document constitute the entire agreement of sale and pn•c•ha ;c of the Product panted herein. No modification of this Agreement shall be of any force or effort unless in writing and signed by the parties sought to N bound thereby, and no modification shall be effected by the acknowledgment or acceptance of purchase order forms containing different terns or conditions. AI North American Salt Company A Compass Minerals Company INVOICE Page 1 of 1 I'LLASEFiewr7o: FED UFALEDO: PAyme -Teffts w- -EDATe 1 1wor-emune" VT ANNA �GA 7043 48- 10 47632 N ET 60 DAYS 2/29 /2008 70168818 i SOLD TO: 402129/C54512 SHIP TO: 505808 CS54514 CAFNEL UTILITIES CARM[EL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET IUNITEDSTNAS OF AM ERICA UN tTATES OF AMERICA F rrfm DATC 5"Dww CIFSFDMEH PD HLLCFLADM QFIDEHNLMUrn CMDEHTVPE M99 AUGUSTRO68 HAI l=NSSONS 02/28!08 W0802 176862 176862 SO CAUMN LITRUCKm EMUPMzw Tv PF: P.01L PFD:�RFFTEi3M TMFOTCW 76599 SHIPPING POINT DELIVERED TRUCK B22 TAX -TATV5 TAXIDO FD:LMA a SALESHEP EXEMPT 0D31201550 B22 PRODUCT DEBCFMW ZUN TAX' CWAMMY ltom UNIT PimE EXTENDED PRcE 7517 BULK COARSE LA SALT Y 23.8300 TN 01.14 1,456.97 SUNNARV: PRODUCT 1,456.97 FREIGHT a FUEL SUBTOTAL 1,456.97 STATE TAX COUNTY TAX CITY TAX IV ESSAGES: TOTAL WEIGHT... 47,080.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1 -800- 743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,458'97 Th Sida c? Ck*dR tL%uWpctb e, oTamm=dcondemrmorst ,*„mer�me�ae,mimmra CREDIT NOTE IN US DOLLARS US I I TURNIS AND CONDITIONS OF SAL.I: 1. OFFER. No tern, stated by Buyer to its bid, Purchase Order, acknowledgment. s +r other form shall be binding upon the Seller except as expressly ajtreed in writing by the Scllrt. Buyer is hereby notified of the Seller's ol�jectiou to and rejection of any additional or different terms in Buyer's bid, Purchase Order, acknowledgment, or other forts. THIS SELLER'S PROPOSAL iS EXPRESSLY LIMITED TO ACC'LPT:ANCE UPON THE. TERMS AND CONDITIONS CONTAINED HEREIN, 2, PAYMENT. Buycr agrees to rnake payment at Seller's location and at the tune specifitxl on the Seller'\ invoicing document in lawful money of tote U.S. Tilt; Seller may in its sole judgment, require such other payment terms as it deems appropriate, including full it paruitl payment in advance of shipntenr or by letter of credit. 3. PAST DUE ACCOUNTS. A finance charge of the lesser of 1.5% per month (1 f'ii APR) or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on it past clue invoice will be assessed from the date of the invoice. 4. PRICES. EXCEPT AS OTHERWISE SPECIFIED IN THIS OFFER. PRICES ARE SUBJI'CT TO CHA \GE WITHOUT NOTICE,. ORDERS WILL BE INVOICED. UNLLSS OTHERWISE SPECIFIED IN THIS OFFER, AT THE SELLER'S PRICE IN EFFECT ON THE SCHEDULED D1CPE OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts and promotional allowances. Any questions by the buyer. about the basis or accuracy of this pricing must be submitted to the seller in writing vaithin 60 days of the date of the invoice. 5. CANCELLATION AND IMODIFiCXFION. Orders may he canceled by Buyer only upon (1) w-riltran or oral notice to the Setter subsequently accepted in writing by the Seller and (2) payment to the Seller oft etisiontible cancellation charges to be solely determined by the Seller. 6. CREDIT. Credit payment term, must have the prior approval of the Seller's Credil Department and must be specified in writing on the Seller's invoicing doccncni, if tit asp Unto Buyer's financial responsibility becomes impaired or unsatisfacTory to the Seller, Seller reserve. the right to stop.shipmeni, on notification to Buycr and to demand payment in advance or at the time of delivery for future deliveries or to require other security satisfactory to the Seller, and in rite absence hrrzof, to cancel, without liability, the unfilled portion of rhis contract. 7. TAXES. Any tae or other charge now or hereafter levied upon production, severance, manufacture, delivery, storage, consumption, .ale, use or shipment of Products ordered or sold will be charged to and paid by the Buyer. Such laces ere not covered in the Seller's price. 8. DELAYS. All orders are accepted subject to the Seller's ability to make delivery at the time and in the quantifies specified, and the Seller shall not be liable for darn ages lir failure to make partial or complete shipment or for the delay in snaking shipments. The Buyer shall be liable for any added expenses incurred by tyre Seller because of Buyer's delay in furnishing requested information to the Seller, delays resulting from Order ch:usges by the Buyer, or delay in unloading shipments at do livery Point that are the fault of Buyer, The Seiler shall not he liable for delays or defaults in deliver caused by forces beyond its control including but not limited to floods. fires, storms, or other acts of God, by war or act of public enemy (or civil disturbance). strikes, luck -outs, shortages of labor or raw material and supplies (including ILel) ur production facilities, trnspoitation service or equipment shortage; or failue,. action of any governmental authority or other couditions beyond the Seller's reasoru,hle control. 9. SHIPMMENT COSTS. Unless otherwise specified on the Seller's invoicing document, all Iransportarion charges, including, but not limited to. earrier's eharge., for m,tification prior hit &1ker. demurrage Caused by Buyer, delay ill unloading, diversion, or reconsignment will be paid by the Buyer. tU. 'I RANSPOIYI' RISKS AND CLAIMS. Risk of loss and title u Products transless to the Buyer upon delivery at the F.O.B. point identified on the Seller's invoicing document. On receipt of title, the Buyer is then responsible for prosper protection of Products and compliance with all regulations and ordinances and will indcusmfy the Sellcr a gain,t all claims for personal injuries or propctly damage arising tiom the storage, use of handling of such Products. Claims fist damage or shortage in transit must be made by the Buyer against (tic Carrier. The Buyer has the re,ponsibility to inspect shipments before or during tudoading to identify any such danna,_e or shortage and see that appropriate notation is made on the deliver) tickets or an mspe.hon rclwrt tarnished by the local agent of the carrier in order to support a claim. 11. IVARRANTY. The Seller warrants only that it will convey good title to the pruiuel and that, at the tinge of shipment, the product will conform to the published specifications of the Sel:rr. Seller's specifications are subject w change at any tine without notice to Buyer. NO OTHER R'ARRANTY OI +ANY KIND, EXPRESSED OR iNiPL1ED. IS MADE BY SELLER, INCLUDING ANN' IMPLIED WARRANTIES OF MERCHANT.ABiLITY OR FITNESS FOR A PARTICU- LAR PURPOSE. Failwo of the Buyer wothiog thirty (30) days after receipt of the Product delivered hereunder to give notice that such product is not as so warranted shall be an unquahfied acceptance of such product and a waiver of all claims with respect thereto. In the event of an alleged hseach hereof by the Seller, the sole remedy available to the Buyer on account of an} defe, in the product hill he limited Urn dw r ;place- mew of such defecik, product by the Seller. in the event the remedy provided herein shall he deemed to have failed its es,entia:l purpo,e, then the Buyer ,hall he rntitird onh to a refund of he amounts paid to the Seller for such defective Product. 12, 1 IMIT.VNON OF LIABILITY. THE BUYER SHALL NOT BE EN F[TLED TO RECOVER FROM SELLER INCIDENTAL OR CO ;QUEN DANIAGES OR EXPLNSt S, INCLUDING BUT NOT LIMITED TO, THOSE INCURRED ON ACCOUNT OF THE QUALITY OR AMOUNT OF PRODUCT DELIVERED OR THE NON DELIVERY OF PRODUCT. The Buyer assuunes all risks and liability for any daruage to persons or property resulting from the use of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other substances or othenvise, I.I. PATENTS. The Seller agrees to defend and protect the Buyer against loss or damage arising out of lewd action for direct patent infringement in connrclion with the S"I1, Cs manufacture of Product, provided the Seller is notified promptly of any such action with complete information and is given an opportunity to defend. 14. SE;C'URITIt' [NTEREST'.'Lhe Buyer hereby grants to the Seller and the Seller heichy retains a security interest in all Products furnished by the Seller and the proceeds thereof. until the purchase price therefore is fully paid. Buver agrees to execute such financing statcntcnt.c and other documents as Seller may determine to he nc ccssary to perfect such security interest. t5. C;OVERNING LAW. Any agreement based tin the acceptance of this offer shall be construed in accordance with and governed by the Law, of rile Slate of Kans.is provided that delivery terntc shall be governed by iNCOTF.RMS as published by the International Chamber of Commerce. 16, ASSiGNABILiTI'. Any avreement based ou the acceptance of this offer shall not he assignable by the Buyer without tyre prior v :rinen consent of the feller and any purported assignment without such consent shall be void. 17. ENT[RE AGREEMENT. If accepted• ibis offer and the terms on the Seller's invoicing document constitute the entire agreement of sale and purchase of the product named herein. No n.odificadon of this Agreement shall he of any force or effort Unless in writing and signed by the parties sought to he bound hereby and no modification shall be effected by the acknowledgment or acceptance of purchase. order forms containing different terms or conditions. AV/ North American Salt Company A Compass Minerals Company INVOICE Page 1 of 1 PLEASERENTM: P®84ALID4: PAYNF_NT -mw -w e DATE INVOr-ENUkWER P Ti Ma2G -7043 48- 1047632 NET 60 DAYS 1 2/28/2008 1 70168225 SOLD TO: 402129/C.54512 SHIP TO: 505WB CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 54x4 E. 135TH STREET UNIT S TX t S OF AMERICA UNNI TEED STATES OF AMERICA FTA:X PROM I DA WWWW CtP9TQM2nM ®LL C'LAD9M ofmCninulmn ConerITYPF: %TATU.% 9 AUG.ISTROMENSSONS 02!27108 W 176851 176,861 SO nNUTHUCK9 MtfiPM1w TYP2 P.012L PRF:F�tT TOMM TERFBIXW 7 SHIPPING POINT DELIVERED TRUCK B22 TAXID9 FD'LEASE 9 SAU3EMP EXEMPT 0031201550 B22 PRODUCT DEEUflyrKM TAIL 6lUAtd M UHF UPQT PFICE' EXTENDED F RCE 7517 BULK COARSE LA SALT Y 25.3100 TN 01.14 1,547.45 SUBMARY: PRODUCT 1,547.45 FREIGHT FUEL SUBTOTAL 1, 547.45 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT.. 50,620.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,547.45 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Tnbssm�taooSal4whpectb9iaTnrm¢ sndGordBbrmo fSshon9araaecflnl3aot8rffi�mota CREDIT NOTE T�rtmswcon�ouof sdi srastaoays�u�natrorma .naaflcan� IN US DOLLARS US TERMS AND CONDITIONS Oh SAl_,P. I. OFFER. No tents suited by Buyer in its hid, Purchase Order, acknowledgment. or other form shall he binding upon the Seller except as expressly agreed in writing Ity the Seller. Bever is hereby notified of the Seller's objection to and rejection of any additional or different terms in Buyer's bid, Purchase Ord x, acknowledgment. or other forms. THE SELLER'S PROPOSAL IS EXPRESSLY LIMITED TO ACCEPTANCE UPON Till'. TERMS AND CONDITIONS CONTAINED HERLIN. 2. PAYMENT. Buyer agues to make payment at Seller's location and at the time specified on the Seller' invoicing document in lawful money of the L.S, The Scllcr may, in its soh• judgment, require such other payment terms as it deems appropriate, including full or partial payment in advance of shipment or by fetter of credit. 3. PAST' DUF. ACCOUNTS. A finance charge of the lesser of 1.5% per month (19% APP) or the highest late penniued by law will be assessed on all past due accounts. Interest charged on a past due invoice will he assessed font the date of the invoice, 4. PRICES. EXCEPT AS OTI IERWiSE SPECIFIED IN THIS OFFER. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WiLL BE INVOICED. UNLESS OTHERWISE SPF.CII ILD IN THIS OFFER, Ar THE SELLER'S PRICE IN EFFECT ON THE SCHEDULED DAFE OF SHIPMENT, Prtees on the invoicing doomnent are net of all applicable discounts and promotional allowances. Any questions by the buyer, about the basis or adutacy of this prieurr, must be submitted to the seller in writing within 60 days of the date of the invoice. 5. CANCELLATION AND MODIFiCATION. Orders may be candled by Buyer only open (1) written or oral notice to the Seller sub,equeutly accepted in writing by the Seller and (2} payment to the Seller of reasonable cancellation charges to be solely determined by the Seller. 6. CREDiT. Credit payment terms must have the prior approval of the Seller's Credit Department and ruu.et be specified in writing on the Srflcr's invoicing do:umunt, If al any time Buyer's financial responsibility becomes impaired or unsatisfactory to the Seller, Seller reserves the right to stop shipment, on notification to 1luper and to demand paymenl in advance or :u the time of delivery for future deliveries or to require other security satisfactory to tine Seller, and in the absence thereof, to cancel, without liability, the unfilled portion of this contract. 7. TAXFS. Any tax or other governmental charge now or hereafter levied upon production, severance, manufacture, delivery, storage, consumption, ale, use or shipment of Pnxfucfs ordered or sold will he charged tit and paid by tire Buyer. Such taxes are riot covered in the Seller's price. 8. DELAYS. All orders are accepted subject to the Seller's ability to make delivery at the time and in the quantities specified, and the Seller shall not be liable for damages for failure to snake partial or complete shipment of for the delay ill making shipments. The Buyer shall be liable fur ;my added expenses incurred by file Seller because of Buyer's delay in furnishing requested information to the Seller, delays resulting from order changes by the Buyer, or delay in unloading, shipments at delivery point that tire the fault of Buyer, The Seller shall riot be. liable for delays or defaults in delivery caused by fences beyond its control including but not limited to floods. tires, storms, or other acts of God, by war or act of public enemy for civil (isturbance), Strikes. lock outs, shortages of labor or raw matcriak and supplies (including fuel) of production facilities. transportation service or equipment shortages or failure,. action of any governmental authority or other conditions beyond the Seller's reasonable coutrr8. 9. SHIPMENT COSTS, I'nless otherwise specified on the Seller's invoicing document, all transportation charges, including, but not limited to, carrier's charges for notification prior to deliver, demurracc eaused by Buyer, delay in unloading, diversion, or reconsignment :will be paid by the Buyer. 10. TRANSPORT RISKS AND CLAIMS. Risk of lass and title to Products trtnsfcrs to the Buyer upon delivery at the FO.B. point identified on the Seller's invoicing document. On receipt of title, the Buyer is then responsible for proper protection of Products and compliance with all regulation; and ordinances and will indemnify the Seller again,{ all claims for personal injuries or property damage arising from the storage. use of handling of such Products. Claims il+r damage or sholutge in transit musi be made by the Buyer against the Carrier. The Buyer has the responsibility to inspect shipments bellore or during unloading to identify any ,uch damage or shortage and see that appropriate nouttion is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. 11. AYARRANTY. The Seller warrants only that it will convey good title to the. product and that, at the erne ai shipment, the product will conform to the published specilicatious of the Seller. Seller's specifications are subject to change at any tittle without notice to Buyer. NO OTHER WARRANTY OF ANY KIND, EaPRf SSF.D OR 1:14PLIED. IS MADE BY SIJA.ER, iNC IJID1NG ANY IMPLIED'AARRANI7ES Of" MERCHANTABILITY OR FITNESS FOR A PARTICU- LAR PURPOSE. Failme of the Buyer wishing thirty (30) days after receipt of the Product delivered hereunder to give notice that such product is not m so warranted shall he an unqualified ae.;epuricc of such product and a waiver of all claim~ with respect thereto. In the event of an alleged hr each hereof by the Seller, the sole remedy available to the Buyer on account of any defect in the product shall be limited to the replacc- menl of such defective pnu'uct by th,> Seller. In the event the remedy provided herein shill he deemed to have fnifed its c acnuai purpose. then the Buyer ohall he entitled oily to a refund of the amounts paid to the Seiler for .uch defective Product. 12. 1.IMITAI m OF LIABILITY. THE BUYER SHALL NOT BE ENTITLED TO RECOVER FROM SLLLER iNCIDENTAL OR CONSLQUHNUAL DAMAGES OR EXPENSES, INCLUDING, BUT NOT LIMITED TO, THOSE WCURRFD ON ACCOUNT OF THE QUAIxrY OR AIwiO(JNT OI' PRODUCT DF'I.l VFRF.D OR THE Nt rN- DCLIVERY OF PRODUCT 'the Buyer aysumes all risks and liability for any daruage to persons of property resulting from the use of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other substances or otherwise. 13. PATENTS. The Seiler agrees to defend and protect the Buyer again.,t loss or damage arising out of legal action for direct patent infringement in connection with the Seller's manufacture 'of Product, provided the Seller is notified promptly of any such action with complete information and is given an opportunity to defend. 14. SECURITY IN E.REST. The Buyer hereby grnts to the Seller and the Seller heiehy retains a sectrity mterost in all Products furnished by the Seller and site proceeds thereof. until the purchase price themlbre k fully paid. Buyer a>grces to execute such financing staternent.s and other documents as Seller may determine to be necessary to perfect such security interest. 15. C OVERNINC LAW. Any agreement based tin the acceptance of this offer shall he construed in accordance with and governed by the Laws of the State of Kansas provided that delivery terms shall be governed by INCOTERMS as published by the International Chamber of Commerce. 16. ASSIGNABILITY. Am agreement based on the acceptance of this oflbr shall not be a <signahle by tine Buyer without the prior written consent of' the Seller and any purported assignment without such consent shall be void, 17. ENTIRE ACRIiEMENT. If accepted. this offer and the term: on the Seller.'s invoicing document constitute the entire agreenrew of sale and purchase of (lie product named herein. No modification of this Agreement shall be of tiny force or effort unless in writing and signed by the parries sought to he bound thereby, and rill modification shall bu Ofectcd by the acknowledgment or acceptance „f purchase order fortes containing different ternts or conditions. AY/ North American Salt Company A Compass Minerals Company INVOICE Page 1 of 1 PLEASEREN@TTO: FEDERAL IDS: Ay- wNTTER66 INVDIr -e DATE INVOZENUMBER BOX AT GA 3w" 70U 48- 10 47632 NET 60 DAYS 2/28 /2008 70168223 SOLD TO: 462129/C54512 SHIP TO: 505$08 CS54514 CARMEL UTILITIES CARIVEL UTILITIES 3450 W. 131 ST STREET 5484 E.1 a5TH STREET UNITED S TNWS OF AMERICA UNITED 5`TATES ©F AMERICA siuwwrr a DATES CtFubm"F0 ®LLCrLA OR9EB1 MIMR anDERTYPC loses- AUGUSTRORMNSSON� 02/22/08 W0802 176858 176858 I SO CARRSER RA1LITRUQ {9 EGUNSEWTYPE P.nB rIUMMi TEFMM ITenmMfly 76599 SHIPPING POINT DELIVEREDTRUCKJ 1322 TAXSTATUS TAXID® RELEAW0 SALES REP EXEMPT 0031201550 1322 PMOLCT DEBO TM TAX wAO ury uom uwr PFUDE EXTENDED PRr.E 7517 BULK COARSE LA SALT Y 24.0100 TN 61.14 1,487.97 I SUMBARV: PRODUCT 1,467.97 FREIGHT FUEL SUBTOTAL 1,467.97 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT... 48,020.0000 Grass Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY r US 1,467.07 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Tntis�m�ra4ommbe, aTan„ s= aacodab�ots�o�swrw4r� „��otmml��o CREDIT NOTE (Tvrm=dConditrmot zmxboxv 0 l bzdw".ea Lcom� IN US DOLLARS US TERMS AND CONDITIONS OF SALE L OFFER. No terns stated by Buyer in its bid, Purchase Order, acknowledgment, of other fonn shall be. binding upon the Sella ewcept as expressly agreed in writing by the Sellci. Buyer is hereby notified of the Seller'.. objection to and rejection of any additional or different terms in Buyer's bid, Purchase Order, acknowledgment, or other firms. THIS SELLER'S PROPOSAL IS EXPRESSLY LIMITED TO ACCEPTANCE UPON THE TERMS AND CONDITIONS CONI :AINBD HEREIN. 2. Iii%YVIEN1'. Buyer agrees to make payment al Seller', location and at the time specified on the Seller' invoicing document in lawful money of the tees. The SAIQr ,nay, in us sol; judgment, reeluire such othen payment terns as it decors apprupiiade, including full of parual Payment in advance of shipment or by letter of ci edit. 3. tgST DUE ACCOUNTS. A finance charge of the lesser of 1,5%; pet month (18 APR) or the highest tale permitted by law will be assessed on all past due accounts. Interest charged on it pixy due invoice will he assessed from the dare of the invoice. 4. PRICES. EXCEPT AS OTI IERWiSfi SPECIFIED IN THIS OFFER. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED. UNLESS OT iFRAVISE SPECIFIED IN THIS OFFER, AT THE SELLER'S PRICE iN Ei•FECp ON ITIE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts and promotional allowances. Any questions by the buyer. about the basis or accuracy of this priciutt must he submitted to the seller in writing within 60 days of the date of the invoice. CANCELLAnON iND MODiFiC:ATION. Orders may be canceled by Buyer only upon (1) written or !oral notice to the Seller subsequent!) accepted in wining in• the Seller and (2) payment to the Stile: of rewsonable cancellation charges to be solely determined by the Seller. G. CREDIT. Credit Payment teen, must have the prior appiova l the Seller's Credit Department and roust be specified in writing on the Seller's irnoicimg docmuctn. ff at any dune Buyer's financial responsibility becomes impaired or unsatisfacfory to the Seller, Seller reserves the right w stop shipmem, on notification to Buy ;r aid to eiemanu payment in advance or at the time of delivary for future deliveries or to require other security .satisfactory to the Seller, and in the absence thereof, to cancel, without liability, the unfilled portion of this contract, 7. TAXES. Any tax or other governmental charge now or hereafter levied upon production, severance, manufacture, delivery garage. consumption, sale, use or shipment of Product, ordered or sold will be charged to and paid by the Buyer. Such taxes arc not covered in the Seller's price. 8. DELAYS. All orders arc accepted subject to the Seller's ability to make delivery at. the lime and in the quantities specified, and the Seller shall not he liable Car damage:. fur failure to make partial or complete shipment or for the delay in making shipments. The Buyer shall be liable for any added expenses incurred by rite Seller because of Buyer's delay in furnishing requested infornation to the Seller. delays resulting from order changes by the Buyer, or delay in unloading shipments at delivery point that are the fault of Buyer, The Seller shall not he liable for delays or defaults in delivery caused by forces beyond its control including but not limited to floods. tires, storms, or other acts of God, by war or act of public enemy (or civil (hsturbance). strikes. lock -outs, shortages of labor or raw materials and upplica (including fuel) or Production facilities. transpoitation service or equipment shortages or failures, acuon of any governmental authority or other conditions beyond Lhe Seller's reasonable control. 9. SHIPMENT COSTS. Unless otherwise specified oar the Seller's invoicing document, all hansportation charges, including, but not limited m, carrier's charges liar notification prior to deliver. demurrage caused by Buyer, delay in unloading, diversion, or rec:onsienment will be paid by the Buyer. 10. TRANSPORT RISKS AND CLAIMS. Risk of loess and title to Products transfers to the Buyer upon delivery at the F.O.B. point identified on the Seller's invoicing document. On receipt of title, the Buyer is then responsible for proper protection of Products and compliance with all regulation, and ordinances and will inJe nufy the Seller against all claims for Personal injuries or property damage arising from the storage, use of handling of such Products. Claims I'oi darnage or shortage in transit mass be made by the Buyer against the Carrion Tire Buyer has the responsibility to inspect shipments bcforc 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. 11. WARRANTY. The Seller warrants only that it will convey good title to the product and that, at the time of shipment, the Product will conform to the published spa;ifications of the Seller. Seller's specification, are subject to change au any time without notice to Buyer, NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, iS MADE BY SELLER, INCLUDING ANY @1PIAED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICU- LAR PURPOSE:. Failu,c of the Buyer wishing thirty (30) days after receipt of the Product delivered hereunder to ;ice notice that such product is not as so warranted shall he an unqualified acceptance of such product and a waiver of all claims with respect thereto. I fn the event of an alleged H each hereof by the Seller, the sole remedy available to the Buyer on account of any defect in the product .hall he limited to the replace- ment of ,uch defective product by rho Seller. In the event the n:mcdy piuyided herein shall he deemed to hat,: failed its rsseinuif purpo then the Bat }or shall he entitled only to a rel of the amotuus paid to (he Seller for such def.•cuve Product. 12• I EMITATION 01• LIABILITY. THE BUYER SHALL NOT BE ENTITLED TO RECOVER FRO:b1 SELLER INCIDENTAL 012 CONSEQUENUAL, DAN'IACiES OR EXPENSES, INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED ON ACCOUNT OF THE QUALITY OR AMOUNT OF PRODUCT DFl•I VER FD OR THE NON DELIVERY OF PRODUCT. Tine Buyer assumes at) risks and liability for may damage to persons or property resulting from the use of the product delivered hereunder in manufacturing processes of'the Buyer or in combination with other substance, or otherwise. 13. PATENTS. The Seller agrees to defend and protect the Buyer against loss or damage arising out of legal action for direct patent infringement in connection with the Seller's manufacture of Product, provided the Seller is notified promptly of any such action with complete information and is given an opportunity to defend. 14. SECURiTY 1WERF,ST. The Buyer hereby grnis to the Seller and the Seller hereby retains a security interest in adl Products furnished by the Scller and the pier. <;eds the rnf. until the pun;hase price therefore is billy paid. Buyer atgre cs to exreme such finaneing man ;nx>nis and other locunaents as Seller may detemtine to be necessary to perfect such security interest. 15. GOVERNING LAW. Any agreement based our the acceptance of this offer shall be construed in accordance with and governed by the Laws of the State of Kansas provided that delivery ierme shall be governed by iNCOTERNiS as published by the International Chamhei of Commerce. 16. ASSIGNARiL1TY. Any agreement based on the acceptance of this offer ,hall not be assignable by the Buyer without the prior written consent of the Scller and any purported assignment without such consent shall be void. 17. ENTIRE AGREFMENF. If accepted. Ibis offer and the terns on the Seller's invoicing document constitute the entire agreement of sale. and purchase of the product named herein. No modification of this Agreement shall be of any Circe or eflort unless in writing and signed by the parties sought to he bound thereby, and no modification shall be eflected by the acknowledgment or acceptance of purchase order forms containing different terms or conditions. i A/ North American Salt Company A Compass Minerals Company INVOICE Page -10 #1 PLMAS @REMffIV: FEDERAL ID 4. PAYMEMTEftt E(dVOEG @f]AT@ IEWOtr�EPll.i&MH4 ATLL �GA a -7o43 48- 1047632 I N ET 60 DAYS 2/2812008 70168222 SOLD TO: 462129/ SNIP TO: 506$081 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 125TH STREET UNITED STATES OF MERICA U OFF AMERICA i Film DATE 9i CUSTamen PO MLL M LAS cumeN M 83110" CMDeR THE i 1o%5 ALIGUSTROBBENSSOt�IS 02/26/08 W0802 176857 175857 ES;iI SO CAtduen RMLITIMEX0 PIAM•(i TV P2 P'Rf� MEL R Treed% TERPiTOAY 7659 SHIPPING POIN DELIVERED TRUCK B22 FTABSTATUS TA1i1D9 SAES IMP EXEMPT 00312D1550 B22 PmouaT DEWFKPTM TAX {sUAuwff uom uwr PVME EXTmmn micE 7517 BULK COARSE LA SALT Y 22.9700 TN 81.14 1,404.39 SUMMARY: PRODUCT 1,404.34 FREIGHT a FUEL SUBTOTAL 1,404.39 STATE TAX COUNTY TAX CITY TAX WlESSACES: TOTAL WEIGHT.. 45,940.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,404.39 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Th9 5a# a aooft k& i wbimct b fw Sae =d Gandftbm of Sala an 9,e ry e:m sift ar ihft l lcv CREDIT NOTE (Taima and GtnslEbmaT to art afx, �vsBsMt at vrarlr.nasa>kcem). IN US DOLLARS Us TERM s AND COnon/oNooi'SALE L /oFnn x" mm. :xm/ m it, it, bid, pm"haseouci. xcknm"leu�e" it her iorlin vux lic bma^ oe�ultl ir, °n/lit: bv !be SeIL-i.o",nuhereb"r,lol�/ie(l (it (he Sellu obil-c!ionm and re'ectio'am a different wnw, hid, ��aQewlm *^m~it- forms. THE 'xx's PRO uexpxzxo/.HwITnDroAnu"I ANcT t!Pnwzx/, 'IcxwsAwo,oNonmxx u/numsuxr'xs/w z,`AVvEnzau-"o:�Juxmmake par*~*x^/jer^ioxm^,"mm tire little /u"icmmomu"�om"»uuum,u:=' S. ']'!if, x�.."u� ii, ~m'/'..t re ^ve'.*ffiw pa min`x+/t deems inclu full part pa ill adnmce.fm. 3. /usznmc»,znt,N/&*sri char (if tile le"" ^r/.,Sn per month ox* ^ru/.",irey tr�scaedl (ill m/ past due m.,°m`. Inte a=.o"d^"xpm (file il^oix Mo be, us'smsedonm life damaull. 4. pnxEs Excnn/S',n/oxW/ac SPECIFI unxn OFFER. PRICES ^xeSUBJECT '1u CHANGE, n0001, T NOTICE. ORDERS WILL oc mw�a«no*wzS17snxo'uon, T OFFER *fnI`Euu�Fx'S PRICE /wunscT'x THE xcxoxa-Eo DAM opumrmsNc x^'�-". the immk:i" QC,01'�Il/ "t,m^/pom^/ou,/,x.w=ces. Any v ',^uvm/ the bu tire basis m-:.`.= n+, movbe^bm�u^mili"wDn ill .0/x within wdays of/fie date au*illv"�. xcJ,u~ux`N A VD MoDomcmm.ord.~".a%,ou canceled /yn"�=ml up o/ written OF Oral "micemo;,s'/�cr"as- `.�»x oelloxm'ona�niem* the �Iuu,^/.mumum�`muulatior.unu ill lie �oul determined b� t Seller 6. ruuoLco,u./ `,�nic",,"."^ mum m.`, ale prior ,m~,^^/ .d sono.'. Cmm n and must )it- �vmfi'u o. "iuoe"" .o"x"v"''. m."/c/"� o.°"m°,,xmw/o",oljyo'^n,rm=^/"v� become° impaired or unsatkil';lci m the Seller, a"oo,re*rv" the 4"m^` mop shipm oil =^m"^iom^` it) dema p trinmvrum"" for »x=,�om/."icom*u other ^zo wsau*�^.rm/hts,uzpuill/reubsocv �`..^t,,"aucc/.~a°"' liabilit the ""m/�/ portion of'm/`^"^"v'. z/xzsum lay, `v.m'ueovomne"u/umr now mhc=/wux led up pro m,uomce. manuf cic//relxNb",2*um.m` ale, use m Au ofllroduct, ol:cjxdf or sold "uhean'r round paid by,he, Buyer. Such laws tire ri cover inueeterxnnce. nuL^`s. All 'm�.`/u" accepted il/��/m�,xauz',"w/t�x.om:"o^//*�o/t�'���a�mo.p�m^onx,u�L ,.d,�saxx�a/.u^�u��uv un�� l u �n a�" of =m"�a������—'-~`--^~'�~~~~`^'� b y P liable for delays �default,, inacliv,�t v �7aused b fOices bo its control includin but not //m.,uunood`o";�, tomns,m other- m^"/o"4b war (it act .ifpommmum civil mwumorice),mnw^lo,k-mm.omuatm (if labor m=v materials and m., (includin u"� transportation sc^./^or e �houa or failure- action "fu or Other "oditior'° ��.xu tile oello'�.m"`"uQcontro x SHIPMENT c/em.Unless �v,aed oil tile ayle,'. invoicin mcmmm' all ,ra /rrc/ma but wx/=/xa'u"arrlcr'''ha o,w^/ficati" dein�,i�c+*^ed b Bu dela /omawai_aveiw*orrecony will Wpaid fi the Bu u� �apo RISKS o� un'xNu/z.x/mx. Risk or' loss and fill, to *o/"mmm.l"0..mfile o" Up aa/m /.o.a. "./m ide oil oesu/r's document. Or) mLC/nOf title. the u"�or i,, ther;.mmmnue». proper umccdm.uu"du, a comp 'Aim all u�a^�a"ouma/".:.*,mmnm `n"xn"�otxau *n'"*m/wn~mop�vm�"��s=n^p�x=nw,`�� u�.��om/o s.�."fill uamm�e'" /n transit "`o'.»,ma bym�x" ag*u,'tire. Carr Jbe Buyer fi.*'�re,f°usi,a/w".m'p*shipments bcmo.vdurin ar-x^um an aura or and see that appr notation k made oil t clefiv tickets OT air ri,pcclioa report forni., bv t loca ^np"W the "arri,`in''��w~"p*riaaum I xIxnxNxY. Th, °urr-rul"mo will mme'i t vn"i dial, 'x,h:oole.^/ shipme the product will umozmm'Iic pliuk:ed di" cSeller's m, *h :c/.~rhmx lit m with notice Bu xnomcxxAxxAN'rYor ANY KIND, /�wsxesvnxImsu1xo MADE »»yu1FIR,/xn�'mvu ANY /mpuu, WARRANTIES of: mLRcxaMAanornx FITNESS FOR Anu1TICo //'�puupon`/y"..'41/i,,uvye/°^mill�mav l xoda�` oi''he*°x^/ delivered uomrd,.^, t �l�h riot m^'""mmied airwn map"^iet and umai�crau/.la=vnhnsp,�*thereto ./aLll"',J h,"-: hereof h%!a v'om` tire wlU °.um'u,"mo» ill o"xoye, ill "UevmxormM d'x^/ if) u" he//"i�,du.i�vx�"� °c,o�e,v.� �~~�c/ t sm�zu file ""mu"","�,!,p°idaum'ill skill heueemu it) xx-,t"'^uuits r*pw^ mm!fw,v ...I,we,ny,°/'/uWm°"m� paid the Seller for "cx.�ao"rpmoum L', uxnAo'u0/LIABILITY. TEL :c*xx/uu N'''rxcswrn!,D/u/ RECOVER FRONT SE mc/UxTm.onCONSEQUENTI o^xuxsnx wououo B Nnuwnn`m,nu�*wn u�nooxccu/mu*pnu�Aunuoxum'xrm'pmmoo� m.aenm,m THE wN-�uw�yopnmu czr�w»,�=="a/�a°"m/�o�u^°no.=�w�°~�° :h, ,'uuct delivered o"cu inumo"fitu*.rin pr or t Bu of /o combination with oth" mmm""nw"m^nv/s, epmTw/s.`a"*/^, a m defend ""o protect the x"r",^p"i".'/,vmu,.n" out "r le action o"direct patent infringement connection with ax u""/o*".v"/pumm,.p"°/*x/.�s'/ur/^m^/nn/�w�mraaoru^a�uw�/hmmn�,/"�o��w.�ui`�/�o��pm""v�'ou��� 14 ymzan INTEREST. T Bit, n,flc:+ grants u, the uytr� a the Saleix"�y ret=.,".�eo. t ry `uurc`'/o all proullcpfamsh" r file sxur and (Ile u'icic"C."au///,' purchase P rice 'hcvftrc�/` full pa. n"`ou eu`u."°ic»Financin and other uoco,°n°ms,/le,n-ra wperfc,`,o,h"onit nirel" s GOVERNING LAW. All ag^`"=.b-i=u"" file =z*=n(.1% this offer hall b" construed in acc ~/a and uw"="/^ the Law, the State x".*. provided t x^//.or shu/be,� b publis ho= Interna ou.nbe,"rcvmnnn�. 16. Aaoumumz/r^ti aere== on/ll this Offer shall riot be asqi b the, Bu without tire prior°ritren consent A' the Seller and all�' pur mz/p.","./~uh='��w"~u,ma/�."u. 1�nwz�sAnusL�/E��x"="p" ,/a,"�,^m'�^,"^""u=s^/���^�cu a=u"a am. ,".*.,.arr=/o"ei".,.(, 111"flificati"""//^aA:re°=vsha/tw.v= if) writing a t p "m b ,h""y m` ht u/ecuaI) the ^'�.v'vv/u/ purchase ."u`'lono, containin different temu.nconditions AV/ North American Salt Company A Compass Minerals Company INVOICE Pane 1 of 1 PLEASE FMMFT TO: PEDWAL06: I F N AY I1iENiTEWFB INVOlGE DATE INVOCeNLIAMEI9 P.O GA aa o4a 48- 104 7832 ET 60 DAYS 2/28/2008 7 SOLD TO: 4621 29 C54512 SHIP TO: 5058081 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET UNITED STATES OF AMERICA UN STATES OF AMERICA F A%TA DATE SHIPPED CIPSTOwn PO MLLOF LAS OnuentamEleH CIRDEWTYPE 5 AUGUSTROMENSSONS CO261W W0802 176856 17 SO R WML /TRUCKd RGupL1EMTYPE P.Q1L PREiGtR TES TEiiifflow 765 SHIPPING POINT DELIVERED TRUCK B22 TUS TARIDO HELPASE9 %AUMimp EXEMPT 003 i X71550 622 PF-0DDUCT DEBCFMrrKM TAX QUANTITY UOM UMT PRICE EXTENDED F ROE 7517 BULK COARSE LA SALT Y 25.1600 TIC! 61.14 1,53B.2B I SUMMARY: PRODUCT 1,538.28 FREIGHT FUEL SUBTOTAL 1,538.28 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT.. 50,320.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,538.28 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Thh ai Cooda ht wb�actb tlw Tamtnand GorslMormdSsls on Stn reeates sl�of 9ih "lmoka CREDIT NOTE IN US DOLLARS US GERMS AND CONDITIONS OF SALE 1. OFFER. No teens stated by Buyer in its bid, Purchase Order acknowledgment, or form "hall for shall he binding upon the Seller except is expressly agreed in wrnhig by the S Buyer is hereby noblied of the Seller', abjection to and rejection of any additional or different terms in Buyer's bid, Putcbase Order, acknowledgment, or other forms. THE SELLER'S PROPOSAL iS EXPRESSLY LIMITED TO ACCIAITANCE UPON THL TERMS AND CONDITIONS CON7AINFD HEREIN 2. PMtf•:NT. Buser agrees to make payment al Seller's location and at the time specified on the Seller'< invoicing document in lawful money of the U.S. Tile Scllcr map, in its sole judgment. require such other payment teens as it deems appropriate, inchafing full or partial payment in advance of shipment or by letter of cedit. 3. PAST DUE ACCOUNTS. A finance charge of the fester of 1,5% per month (18%) APR) or the highc<l rate permitted by law will be assessed on all past due accounts. Interest charged oil a past due invoice will he assessed from (lie date of the invoice. 4. PRICES. Ii \C€'.PT AS OTIiERWISr. SPF.CIFIFD iN THIS OFFER. PRICES ARE SUBJECT TO CHANGE, WITHOLA' NOTICE. ORDERS WILL BE INVOICED. UNLESS OTHERWISE SPECIFIED IN THIS OFFER, AT THE SELLER'S PRICE IN i_FFECT ON THE SCHEDULED DtXFE OF SHIPMENT. Prices on the invomop,, document fire net of all applicable discounts and promotional allowances. Any que,uons by the buyer. about the basis or accuracy of this Iiricm musl be sutbinittcd (o (lie seller in waiting within 60 days of the date of the invoice, 5. CANCELLATION AND A9ODIFiCA7'iON. Orders may be canceled by Buyer only upon (1) written or oral notice to the Sutler subseque tit h accepted in wi iting by the Seller and (2) payment. to the Seller of reasonable cancellation charges ro be solely determined by the Seller. 6. f`REDIT. Credit payment teens must have the prior approval of' the Seller's Credit Department and must be specified in wtiting urn rife Seller's invoicing docuniem. If m any time Buyer's financial responsibility becornes impaired or unsatisfactory to the Seller, Seller imi the fight to slop shipment, on notification to Buycr and to demand payment in advance of at the time of delivery for finale deliveries or to require other security .satist actor% to the Seller, and in the absence thereof, to cancel, without liability, the unfilled portion of rhi contract. 7. TAXES. Any tax or other governmental charge now or hereafter tekied upon production, severance, manufacture, delivers. storage, consumption, ..ale, use or shipment of Products ordered or 'oil] will be charged to and pared by life, Buyer. Such laces are not covered in the Seller's price. S. DELAYS. All orders arc accepted subject to the Seller's ability to make delivery at the time and in the quantities specified, and the Seller shall not be liable for damages for failure to make partial or complete shipment or for the delay in making shipments. The Buyer shall be liable lot any added expenses incurred by the %char occausc of Buyc•t', delay in furnishing rcqueaed infoirmi ion u) the Seller. delays resulting from order changes by the Buyer, or delay in unloading shipments at delivery point that are the fault of Buyer. The Seller shall not he liable for delays or defaults in delivery caused by forces beyond its control including but not limited to floods. tires, storms, or other acts of God, by war or act of public enemy for civil (hsturbance), strikes. lock -outs, shortages of labor or raw materials and supplies {including fire!) or pioduction facilities, transportation service or equipment +hortagc, or failure,. action of any governMental authority or other conditions beyond the Seller', reasonable control. 9. SHIPiMENT COSTS. Unless otherwise specified sin the Seller's invoicing document, all transportation charges, including, but not limited to, carrier's char ge, for notification prior to deliver, demurrave caused by Buyer, delay in unloading, diversion, or rec:onsigmuent will be paid by the Btrncrr. 10. 'TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products trarisle.is to the Buyer upon delivery at the F.O.B. point identified en the Seller's invoicing document. On receipt of title, the Buyer is then responsible for pricer protection of Products and compliance with all regulations and ordinances and will indemnify the Seller against all clainis for personal injuries or property daniage arising front the storage. use of handling of such Is nducts. Claims for damage or shortage in transit must be made by the Buyer against the Cattier. The Buyer has the responsibility to inspect shipments before or during unloading to identify any such darnage or shortage and sus that appropriate notation is made on life delivery tickets or an inspection report furnished by the kcal agmit of the carrier it order (o support a clann, It. 'WARRANTY. The Seller currants oniv that it will convey good title to the product and that, fu the tinic of shipment, life product will conform to the published specifications of the Seller. Seller's specification, are suhjecr io change to any time without notice to Buyer. NO OTHER K'ARRANTY 01, ANY KIND, EMIRFSSF.D OR IMill M IS 6'IADE BY SELLER, INCLUDING AN} IMPLIED WARR;ANTiES OF MERCHAN'I':ABn.rrY OR FITNESS FOR A PARTICU- LAR PURPOSE. F.Ame of the Buyer withing thirty (30) days after receipt of the Product delivered hereunder ui give notice that such product is not as so warranted shall be an unqualified acceptance of such product and a waiver of .ill clamis with respect thereto. fit the• euzvt of an alleged breach hereof by the Seller, the sole remedy available to the Buyer urn account of any defect in the product .;hall be limited to the replace- ment of such defccdcc product by the Seller. In the event the WITIOdy provided herein shall be deemed to have failed its ctisemial purpose, then the Eluycr ,hall he ewitled it,q to a refund of the amounts paid to the Seller for such defective Product. 12. LIMITATION, OF LIABILITY. THE BUYER SHALL NOT BE ENTITLED TO RECOVER FROM SELLER INCIDENTAL OR CONSL•'QUEMIAL DAMAGES OR EXPLNSF.S, INCLUDING, BUT NOT LIMITED TO, THOSE INCURi2ED ON ACCOUNT OF THE QUALITY OR AMOUNT Of: PRODUCT 1)BLI VERFI) OR THE NON DELIVERY OF PRODUCT. line• Buyer assumes all risks and liability for all damage to persons of property m from the use of the product deliverer! hereundei in manufacturing processes of the Buyer or in combivation with other substances or otherwise. 13. PATENTS. The Seller agrees to defend amp protect the Buyer against loss or damage arising out of legal action for direct patent infringement in connection with rite Seller's manufactu of Product, provided the Seller is notified promptly of any such acdon with complete informadon and is given an opportu to defend. 14. SECURITY INTEREST. The Buyer hereby grants to the Seller and the Seller heiehy retains a security interest in till Product furnished by the Seller and the procrrds thereof, until the purchase price therefore i, fully paid. Buyer agrees to execute such financing statements and other documents as Seller may determine to be mLe,s,iry to perfxa such security interest. 15. GOVERNiNG LAW Any agreement based on the acceptance of this offer shall be construed in accordance with and governed by the L aws of the State of Kansas p ovided that delivery terms shall be !governed by iNCOTERMS as published by the International Chm nbcn of Commerce. E6. ASSIGNABILITY. Any a based on the acceptance of this offer shall not be assignable by the Buyer without the prior written consent of the Seller and any purported assignment without such consent shalt be void. 17. ENTIRE; ACREI,MEN'I'. If accepted. this offer and the temis nn the Seller's invoicing document constitute the entire agreement of sale find purchase of fife product named herein. No modification of this Agreement shall he of tiny fierce or efloit unless in writing and signed by the parties sought to he bound thereby, find no modification shall be effected by the acknowledgment or acceptance of purchase order forms cnutaining different terms or conditions. AY/ North American Salt Company A Compass Minerals Company INVOICE Pap -1of1 PLEASP1 ma PCDMALm6: J F N AY kSEPdfTCRf A .LS INYOtGE INVOr- EMU&MER AnANTA, GA mad -7043 48- 1047632 ET DYD 2100$ 70 SOLD T0: 4621 29 /C54512 SHIP TO: 5055081 CS54514 CARMEL UTILITIES CARAMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 1 25TH STREET UNITED STA` IN OF AMERICA UNNI TEED tTATESS OF AMERICA MIRWEDFRM DATE SHBIPED CUSTCwaftFa MLLCFLAMM 02MRKMarR O81DEflTYR2 iom5 AUGUSTROBIWNS,SONS 02125103 WCM2 176855 176855 SO CARMH RNLITRUCK9 92IlIMEWTYPE PAIRL FFIL�TEM15 TIJiR[T08iY 78599 SHIPPING POINT DELIVERED TRUCK B22 TAXSTATUS TAXID9 RPLEASS9 3ALMIMP EXEMPT OD31201550 B22 PF=UCT DMCFUFT P! TAX {lMWnTY UOM UNIT FIME EMMOED MME 7517 BULK COARSE LA SALT Y 24.8840 TN 81.14 1,519.94 I F SUTAMARY: PRODUCT 1,514.94 FREIGHT a FUEL SUBTOTAL 1,519.94 STATE TAX COUNTY TAX CITY TAX (MESSAGES: TOTAL WEIGHT... 49,720.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,519.94 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Safi of eaoas k sub lo Co ,7 of Sslo on 8w ,aroma vkb of fiin CREDIT NOTE !P, t cons�of areadaavaflablaalwrxw.nasakcom} IN I!$ DOLLARS US I TFRNI' AND CONDITIONS OF SALF, L OFFER. NO term' !),y Buyo, it) it hid, Purchase Oal,:I, acknowlid ,I othel form shall ic, binding upon ill-- SCilci o'xepi as cX[IfeiMy aille•d ill riliot_' by the Sell, fl,.i.cr ii hereby notilied (it' ill, Nether obiedion to and rejection Of any additioii'A or different t, r ins in Buyer's Purchase Order, a.Iinowlcdginenn. or okh, forms. THE SI7 FR'S PRO1 IS EXPRESSLY LINIFIT'D TO ACCI,1 UPON TEL TERMS AND CONDITIONS ('")NTAINEM HHEIN 2, PAN `vfEN'L Ru to make puyntcoi. ail Seller's location and at the little st on tile, S, invoichig docilloc a in lawful rllone% c,f 1 1-.S. TI',; ,or iim5� iT. it so!,. j ndj ;n,:nt, require. .adh othei payment tc•nns .,s it deems appropriate, including full o; partial payment in i;di'a'm;e ol"hifinictil Or by letter ;f di;, 3. vAs'r DUE ACCOUNAS, A finance of the lessol of I "il;, pet month I APR) Or the hjidic late permitted by lau will ho asseswu on kill pact due 2C 'unt" interest ohil ecd on ZI fiklcl due invoice n Ill be, assessed iroill the date of file invoice*. 4. PRICES. EXCEIP'l AS OTI IERWISE SPI-VIFIED IN f! IIS OFFER. PR ICI-,S ARE 'iUBJFCT TO Cj WNGIE WITHOLT NOTICE, ORDERS WILL BE IN' OIC11D. UNf,hSS I'l 1YRNAASE SPFCIHl7D IN THIS 0FFf,X_ AI' TlfE SELLER'S PRICE INUFF-CT ON THE SCHEDIA,ED D,',rE OF SI-HP161ENT'. ilo, o" On the iili,ol.in, dootiniont art net of sll applicable discount, and promoLiorml aflowkince,, Any qut by the briyei% iti the baSis of iocuiacy of this In om he subinit:d to I lie seller in kiiiing within 00 day, of the date cif the in V011 5. CANCELLAFION AND MODIFI( WHON. Orders ina% hc ;kneeled h% Buyur upon (1) 'Nriti'm or oral notice III i:ic SeHcr uubsi, ikc.Ttcd in b the ScIIor.jt!J :2 p;,ymerit tothe So I ler of clmi�gc- to be solely determined by the Seller, 6. C REDIT, Cre,fir i=,,-hunt linins rilut hzi e (lie prior ,lpplo',,C r the ScIlel U_.Jil Dt'j'armitim and Tuity, be pooifie:j it vi iting, on ill, it,ivicillt di :amen (f at :im thn, ku% I cr': finariciat j flity become. i mpaired or un sat;%fa,iory to the Sellor. Si.flct re<crves t right to snip shiprncnf. "ll notification to i,nd to jemaw' r,iyrficnk in advance t at tK• little of jt for fittim diiIiieri,:% or to require When ucuritv sinistactory to the Seller, and in ow ab'Clicii then,,[', to callccL will•'ol liability, the nntillcd poilion of this comroci. 7, i.-,XES. All laX I of i_ cl;:rge now or hc,cwm levied upon pro,fiction, wvclance, manufacture, (L liven. stoi.ji, con,umption, ale, uw oi ofI ol6_ or sold sflj be in and paid b" thc Buyer. Such tare, :ere not covered in the Seller's price. S, DFLAYS. All x(L am iccopied ,Ibjci to the ability to make delivery at tic time and in the enninlitics specilled, and tile Seller shall not he liable for ,E for fkuluro 10 make partial or compl:;lc shipment or for the ;!clay its Making shipments. The Buye) shall be liable lot imv added expenses incurred by the hecknise of 6ljv in furnishing :c infiminkilioit It the Seller. dela rcslflfing from order han, by the Buyer, Or delay in unloa,img shipments at dAhely point that arc tile fault of Hil\cll Thii Seller shall not he !fable for delay,; or defaults in defivcr; caueed by torces beyond its control including but not limi,tifl to flood fire., it:)nn%, or other acts I God, by war act If public enemy (tit civil disturbances, mnko,. lock-outs, slionages of labor or raw inatorial, and ,upphi, (includin, g fii,i It Production facifilio" tnuisportittiOn SCiIiCC OF C(IllipffiClit, <hojia,_Cl Or f.IiJU1V,. W1101) of any tiovvritill"Iltal authority or other couditions bc:rfilld the Seller' control. 9. I l l ITI COSTS. UnIcs• othcrwi 'r"Cified oil the Scil i s invoicing document, all lrknlSpOrlaritlil clear cs hlCltldine ten; not limited to. carrscr' charge, fornorificaliort prjof ti dcliver, denturrap,c cail,cA by Buyer, Ct(:I;lv In unloadin diver,ion, orreconsignment will i)o paid by the Buyer. 10, 'WANS1 R1 AND CLAIMS. Risk if loss and till" to Froducus Lransfei, ill the Buyei upon dolivery at the E0,11, point identified on the Seller's document. 0! receipt of title, the, fl:. ycr is tile)) lespo[10,lo for proper prolection Of Pioducts and xillpfiance with :dl regulation, mid ordinances and will in,k-cmifl• aw Setter Itiain,t all clairm for Injuries or properly dZilialge arising front the slorage. UW (It handling OfSUCK PlOducts. f damat"o, ('I Awllilpc in transit mli he made b thQ Bij a the Carrier. 'the Braver fm- the re,ponsibility w inspect shipments heIorc or during ui,l, to idmlif' any och clarnag of shortagc and scvl that appropriate notation i, made urt the dCliViTY LICUIIS tit an in p•tfjoii report furkii:,heft h% the local af (it the carrier ill ord"" uisuppon a chmli I I W.%RRANTY. The, warrants orll4 ;ha: it ,will Convc S tide to the product and dial, at the riche of c oMiipment, tile product will confonn to l;ic publi 1;,�cmcations of the ;Seller's Rpccifical!on, are subj lo change at arty tint:: without notie, to Buyer. NO OTHER WI�RRANTY OF ANY KIND, Ee SFD OR INIP; U'D, IS POADE BY IIZLER, INCLUDIN;6 ANY IMPLILD WARRANTIES 01 MPRCHANTABILITY OR FITNESS FORA PARTICU- I PURPOSE, thirty (30) day, .ifi1ui Product iwhproduct is not aq„owiirrantcd ScIlcr,fficsole 1113 I vor kill account of w v IJ, t in the prndll�:! hall 'tic lo 0, tic]'. by tile Seller. fit the event th'i pioxidIA heroin ,hail he deemed to h.: failed it. then n.ill ho the Lc! -1;, j" i t "]*!h" amounts paid 1i; the Seller for tivch JA', Product. i2. INW1 Vi ION' 01 i .fABILITY. THE M, YliR SHALI NI",! III F�NTVVLED TO RECOVER IRO NI SELLER IN't,11)PNIAL OR CO I_Qlfh',Vl IAA OR EXPE• SES, I NCI Ji DI N(.;. BUT NOT LIMITED TO, THOSE INC LAZIZED ON' ACCO( W L OF THE QUAITY OR ANIOUN7 OF PRODUCI M3,1% FRFD O 1 R THF. 0,N_DELIVER OF PRODUCT. 'Ille assumes oues all risks and liability for an', to Pen'OJIS Lit property rcsuhing from the use of lh,: product delivered her: under in inanitt' processes of the Buyer Or in combination with other cubmancc, Or otherwise. 11 PATENTS. The Sc!!cr agree, to defend ;lid protect the H u) er against loss or darmige arising out of legal action for direct patcri i infringement Ili connection with i ho S: for's manuf of Product, prov ided tit, Se i ler is noti ficd promptly of any suet! ,coon with com plete i oformad and j s given an opportunity it defend 14, SP{ V-1111T g Y INTI The Bmcr lwn rants to the Seller and the Skillet retains a sccurit% imro in alt Products furnished by the and the ❑nui QI, pkira,tsc rii(X, !hC.LfOrC n JUIIV jl,tid. 4 V or a2l`Ccs tO cXCCIllU Stich finaticill, qar,�tncws and other docuincnrs a Seller may Jetermine to b, E:S`4e',l:irl" J" perr`,scl ,uoh ,ocuritv interc-i. 15. GOVERNINC LA Xny agreciticni based the acceptance of this Offer shall he construed in accordmice with and zto%t•rrwd by the Laws of the Stmeof K;w- provided that (!,.!itory ternis shall IN ;-versed by INCOTERNIS as published by the International Chambei of Commerce. 16. AaSIGNAWIATY. ow agreement bat oul ,)I, the; acceptance of !his Offer shall ma It, i, by the Bmei without the prior written consent ofillo Seller and dl), pm ported assignment w ithout such cowwm shall be void, 17. 'E'NTIRF, ACREEMENT. if accepted, this offei and the term oil the Seller', invoiQlllg document con tittne the entire a of ,ale and purchase Of the I named herein NO modification of 11liI, A shall be Of tiny (dice or elroit ittleis it) writing and signed by the panics sought to he bound thereby, and no nodil'k shall he lected by the acknonledgnient Or ucceptance Of' purchase orl,r forrns containing differe tit terns or conditions. -/AY/ North American Salt Company IN A Compass Minerals Company Page -1of1 FLEASE RENT TO: FIVERALDO: PAVN�MTERTdE; MAK)"DATE IIVVOIGEAIumue" ATLANTA zGA 48- 1047632 N ET 60 DAYS 2/28/2008 701682 I SOLO TO: 462129/C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST STREET 54M E. 126TH STREET UNITEDSTA`fES OF AMERICA UNITED CAR IN O AMERICA FT7AX %TrATUS DATE SMB� cusic an to MLL OT LADS cumnitmum CIDEWTYPE, AUGUSTROBMNSSONS 02125108 W0802 176853 176853 SO R RML1TPitIG1C4 ®18WAB/TTY� FAIR PRE�SHTYERSS3 TEN 76599 SHIPPING POINT DELIVERED TRUCK B22 TARIDO FOLCAW0 %AUMFMP EXEMPT 003120 B22 I PRODUCT 0EBrR9q= TAX omwffy uou uwr PME EXTENDED PRCE 7517 BULK GaARSE LA SALT Y 23.8700 TN 01.14 1,459.41 I I SUMMARY: .PRODUCT 1,459.4 FREIGHT 8 FUEL SUBTOTAL 1,459.41 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT... 47,740.0000 dross Pounds FOR BILLING INQUIRIES CALL 1- 800 743 -7258 T HANK YOU FOR YOUR ORDER PLEASE PAY US 1,450.41 WE APPRECIATE YOUR BUSINESS IN US DOLLARS ThIl Ift of yea. be,aTa ,wew„a4r of mtm l�e:a CREDIT NOTE cTa"M.,Md ot -rl vsftat aa;t assal< cam} IN US DOLLARS US I TERMS AND CONDiTIONS OF SALE I. OFFER. No terms stated by Buyer in its bid, Purchase Order, acknowledgment. of other form shall be, binding upon the Seller except as expressly agreed in writing by the Sellc Buyer is hereby notified of the Seller's objection to and rejection of any additional or different terms it) Buyer's bid, purchase Order, acknowlydginent, or other forms. THE, SEH.FR'S PROPOSAL 1S EXPRESSLY LIMITED TO ACChPTANCE UPON THE TERMS AND COND1 TIONS CONTAINED HEREIN, 2. MyMENT. Buyer agree,, to make payment at Seller's location and at the time specified on the Seller's invoicing document in lawful rnuney of the U.S. The Seller may, in its sole judgment, require such other payment terns as it deems appropriate, including full or partial payment in advance of shipment or by letter of credit. 3. PAST DUE ACCOUNTS. A finance charge of the lesser of 1.5% per month (IM APR) or the highest rate permitted by law wdl be assessed on all past due accounts. Interest charged on a past due invoice will be assessed front the date of the invoice. 4. PRICES, EXCEPT AS OTHERWISE SPECIFIED iN THIS OFFER.. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOKED. UNLESS OTHFRWISE SPECIFIED IN TIES OFFER, AT THE SELLER'S PRICE IN EFFECT ON THE SCHEDULED DXfE OF SHIPMENT. prices on the invoicing document are net of all applicable discount. and promotional allowances. Any questions by the buyer. about the basi, or accuracy of this prie nn; must be submitted to the seller in writing within 60 days of tho date of the invoice. S. CANCELLATION ANi) MODiFIC:ATiON. Orders may be canceled by Buyer only upon (1) written or oral notice to the Seller subsequently accepted in w, !ting by the Seller and (2) payment to the Scl let of reasonable cancellation charges to be solely determined by the Seller. 6. CREDIT. Credit payment terms must have the prior'approval of the Seller's Credit Department and must be Specified in writing on the Srllcr'.s invoicing f du. ument, If at any time Buyer's Financial responsibility bec•ornes impaired or unsatisfactory t o the Seller. 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 to require other security .saustactoly to the Scll„ r, and in the ab,eucc hereof, to cancel, without liability, the unfilled portion of this contract. 7. TAXES. Any tax or other governmental charge no l y or hereafter levied upon production, severance, manuRrcture, delivery, storage, consumption, sale, use or shipment of Products ordered or sold will be, charged to and paid by lire Buyer. Such taxes are not covered in the Seller's price. 8. DELAYS. All ortiers are accepted subject to the Seller's ability to make delivery at the time and in the quantities specified, and the Seller shall not be liable for damages for failure to make partial or complete shipment or for the delay in making shipments. The Bu shall be liable fur any added e.epenses incurred by tire Seller because of Buyer's delay in furnishing re(luesied infotmtnion to the Seller. delay, resulting from (adcr changes by the Buyer, or delay in unloading shipments at delivery point that are the fault of Buyer. 'File Seller shall not he liable for delays or defaults tin delivery caused by forces beyond its control including but not limited to floods. tires, storms, or other acts of God, by'war or act of public enemy (or civil disturbance). strikes. lock -outs, shortages of labor or raw materials and supplies (including fuel) or production facilities. transportation service or equipment .shortages or failure,. action of any governmental authority or other conditions Ir youd the Seller's !easonable control. 9. SHIPMENT COST'S. Unless otherwise specified cm the Seller's invoicing document, all Iransponation charges, including, but not limited m, carrier's charges notification prior to dchy,ci, demurrage caused by Buyer, delay m unloading. diversion. or reconsignment will be paid by the Buyer. lo. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to products trarsfeis to the Buyer upon delivery at the FO,B. point identified on the Seller's invoicing document. On receipt of title, the 11u; -er is then responsible for proper protection of Products and compliance with all remilations and ordint:nccs and will indemnify the Seller against all claims for personal injuries or property damage arising from the Storage. use of handling of such Products. Chaim; tar damage or shortage in transit must be trade by the Buyer against tine, Cartier. The Buyer ha, the responsibility to inspect shipments before or during unloading to identify any such damnage or shortage and see that appropriate noattion is made on the delivery tickets or an inspection report furnished by the local agent of de carrier in order to suppon a claim. H. WARRANTY. The Seller warrants only that it will convey good title to the product and that, at the time of shipment, the product will conform to the published spa;ificatious of ill: Seller. Seller's specifications are subject u, change at tiny time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND, G ?.CItESSF;U OR t \1P1,11 1S MADE BY Sh1.LER, INCLUDING ANY IMPI.thD WARRANTIES OI' MERCHAMIABIi.ITY OR FITNESS FOR A PARTICU- LAR PURPOSE. Failure of the Buyer withing thirty (30) days after receipt of the product delivered hereunder to give notice that Such product is not as so warranted shall he an unquahficd acceptance of such product and a waiver of .ill claims with respect thereto. In the event of an alleged breach hereof by the Seller, the sole remedy available to the Buyer on account of any defect in the product shall be limited to the replace- 111C01 of such defccl;� t product by th:; Seller In the client the reined}• provided herein Shall he deemed to have failed its rsSenriat purpose, then the Buyer shall be eurided onk tip a refund of the amens paid to the Seller for such dcf ;dive Product. 12. F.tAIiTA Or LIABILITY. TI BUYER SHALL NOT BE EMITTED TO RECOVER FROND SELLER INCfllli\'TAL, OR CONS}.QUENTTAI. f)a \SAGES OR EXPENSES, INCLUDING, BUT NOT LIMITED T0, TIIOSF INCURRED ON ACCOUNT OF TJIE QUALITY OR AMOUNT OF PRODUCT L)Lil,l VERED OR THE NON DELIVERY OF PRODUCT. The Buyer assumes all risks and liability for any damage to persons in property resulting from the use of the• product delivered hereunder in manufacturing processes of the Buyer or in combination with other substances or otherwise, I.I. PATEti fS. The Seller aerees to defend and protect the Buyer against loss or damage arising out of legal action for direct patent infringement in connection with th, Seller's manufacture of I'llAuct, provide([ the Seller is notified promptly of any Stich action with complete information and is given an opportunity to defend. 14. SECCRiT'Y INTEREST. The Buyer hereby grants to the Seller and the Seller hereby retains a security interest in all Products furnished by the Seller and the pm(:<Tds thereof. until the purchase pace f1wrefbre is fully paid. Bever agrees to execute such financing Statements and other documents as Seiler may determine to he necessary to perfect Such Security interest. IS. GOVERNI, \C LAW. ,-'any agreeanent b sed on the acceptsince of this offer Shall he construed in accordance with and governed by the Laws o£ the State of Kansas provided than delivery terms shall be governed by FNCOTERMS as published by the International Chamber of Commerce. Ib. ASSHWNABILITY. Anv agreement based tin the accepta llec of this offer shall not be a <signable• by the Buyer without tine prior written consent of the Seller and ally purported assignment without such consent shalt be void. 17. ENTIRE; AGREEiMENI'. If adopted, this offer and the ternns oil tire Seller': invoicing document constitute the entire agreement of sale. and purchase of the product named herein. No modification of this Agreement shall he of any force or effort unless ill writing and signed by the parties Sought to be bound thereby, and no modification shall be effected by the acknowledgment or acceptance of purchase, order horns containing different terms or conditions. i C om d manh AmaF an Oak p a n any INVOICE A Compass Minerals Company Page t of 1 PLEASE REMn To: FEDERAL 0B: PAYMEWTERNS IAWOK:E GATE 1worz miko t4 A LANTA 2G 4 -7OU 48- 1047 NET 60 DAY 2!22!2008 701 SOLD TO: 462 -129 C54512 SHIP TO: 5058081 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 54M E. 126TH STREET UNITED STATES OF AMERICA CA tTATES OF AMERICA rRm DATR 511UPPM cvxrc 14ER P8 ®LLCP LADMG 091DEF9IQiwnew QADEfl TYPE 10993 AUGUSTR086ENS ONS 02J28/08 W0802 176849 176849 SO CARR N RMLITnUrK# L1elRPm1wTYP2 MOIL P MTIMM TennrfcFN egg SHIPPING POINT DELIVERED TRUCK B22 TAXSTATIM TAXID FMLPA%E SAUMFIEP EXEMPT 0031201550 B22 PRODUCT OEBCRIFMH TAX I auAwny 1 a uwr PWE EXTENDED PRCE 7517 BULK COARSE LA SALT Y 25.4500 TN 61.14 1,555.01 SUMMARY: PRODIXT 1,556.01 FREIGHT 8 FUEL SUBTOTAL 1,556.01 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 50,800.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,556.01 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Thm Ssbaf000ftdct be,. To yw C*rd �aS� o„ wa �omma.,W ae sift l�cka CREDIT NOTE cT°"am' ooncM°'°ai' b"°'m° IN US DOLLARS US I i TERMS AND CON OF SAL,li 1. OFFER. No terms state(] by Buyer in its bid, Purchaso Order, acknowledgment, or other form shall be binding upon the Seller except us expressly agreed in writing by the Seller. Buyer is hereby notified of the Seller's objection to and rejection of any additional or different terms in Buyer's hid. Purchase Order. acknowledgment, or other forms, THE Sl'iL.LEWS PROPOSAL IS (EXPRESSLY L.IMiTED TO ACCEPTANCE UPON •1 "m TERMS AND (70NDITIONS CONTAINED 111 :;REIN. 2. PAYMENT. Buyer agrees to make payment at Seller's location and at the time specified on the Seller's invoicing document in lawful stoney of the U,S. The Seller may, in its sole judgment, require such other payment terms as it deems appropriate, including full or partial payment in advance of' shipment or by letter ed' credit, 3. PAST DUE ACCOUN'T'S. A finance charge ed'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 oil a past due invoice: will be assessed from file date of the invoice. 4. PRICES. EXCEPT AS OTHERWISE SPECIFIED IN THIS OFFER. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED, UNLESS OT14F,RWISE SPECIFIED INTHIS OFFER, ATTHE SELLER'S PRICE IN IEFFECI'ON'THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts and promotional allowances. Any questions by the buyer, about the basis or accuracy of this pricing must be submitted to the seller in writing within 00 days of the date of the invoice. CANCELI -AT[ON AND MODIFICAT[ON. Orders may be canceled by Buyer only upon (1) written or oral notice to the Seller subsequently accepted in writing by the Seller and (2) payment to the Seller of reasonable cancellation charges tube solely determined by the Seller. (r. CREDIT. Credit payment terms must have the prior approval o1 the Seller's Credit Department and must be specified in writing on the Seller's invoicing document, If at any time liuyar's financial responsibility becomes impaired or unsatisfactory to the Seller. Scller reserves the tight to stop shipment. on notification to Buyer and to dernand payment in advance ui at the time of delivery 1'or future deliveries or to require other security satisfactory to the Seller. and in the absence thereof, to cancel, without liability. the unfilled portion of this contract. 7. TAXES. Any tax or other governmental charge now or hereafter levied upon production, severance, manufacture, delivery. storage, consumption. sale, use or shipment of Products ordered or sold will be charged to and prod by the Buyer. Such tuxes are not covered in Ilse Seller's price. 8. DELAYS. All orders arc accepted subject to the Seller's ability to make delivery at the time and in the quantities sliccified, and the Stiller shall not be liahle for damages for failure nn make partial ur complete shipment or for the delay in Working shipments. The Buyer shall be liable for any added expenses incurred by the Seller because of Buyer's delay in furnishing requested information to the Seller, delays resulting from order changes by the Buyer, or delay in unloading shipments at delivery point that arc the frolt of Buyer, 'The Seller shall not be liable for delays or defadts in delivery caused by forces be, yond its control including bill not limited to hoods, fires, storms, or other acts of God, by war or act of public enemy (or civil disturbance), strikes, lock -outs, shortges of labor or raw materials and supplies (including fuel) or production facilities, transportation service or equipment shot ges or failures, action of* any governmental authority or othca conditions beyond the Seller's reasonable control. 9. SHIPMENT COSTS. Unless otherwise specified on the Seller's invoicing document, all transportation charges. including, but not limited to, crtt ier's charges for notification prior to deliver, demurrage caused by Buyer, delay in unloading, diver Sion, or reconsignment will he paid by the Buyer. lo. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products transfers to the Buyer upon delivery at the FO.B. point identified on the Seller's invoicing document. On receipt of tide, the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify the Seller against all claims for personal injuries or property damage arising from the storage. use uf' handling of such Products. Claims for daunage or shortage in transit mu,t be made by the Buyer against the Carrier. The Buyer has the responsibility to inspect shipments before err during unloading to identify any such damage or shortage and see that appropriate notation is made on tile, delivery tickets or an inspection report furnished by the local agent Of the carrier in order to support a claim, 11. WARRANTY. The, Seller warrants only that it will convey good title to the product and that, at the tittle, of shipment, the product will conform to the published specifications of the Seller. Seller's specifications are subject to change at any tittle without notice to Buyer. NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR iMPLIED, IS MADI; BY SELLER, INCLUDING, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICU- LAR PURPOSE Failure of the Buyer wiling thirty (30) days after receipt of the Product delivered hereunder to give notice that such product is not 3s so warranted sbrdl heart unqualified acceptance of such product and a waiver of all claims with respect thetcto. In the event of an alleged breach hereof' by the Seller, the sole remedy available to the Buyer on account of any defect in the product ,hall he limited to the replace meut of'such defective product by the Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpo,e, then the Buyer shall be entitled only to a ret'und of the amounts paid to the Seller Ibr such defective Product. 12. LIMIT. -MON OF LIABILITY, THE BUYER SHALL NOT BE ENTITLED TO RECOVER FROM SELLER INCIDENTAi. OR CONSF.OIIENTIAl, DAMACA OR EXPENSES, INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED ON ACCOUNT OF THE QUALI'F'Y OR AMOUNT OF PRODUCT DELIVERED OR THE NOR DELIVERY OF PRODUCT. The Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the. product delivered hereunder in manufacturing processes of'the Buyer of in combination with other substances or otherwise. 13. PATENTS. The Seller agrees to defend and protect the Buyer against loss or damAge arising out of legal action for direct patent infringement in connection with the Seller's manufacture of Product, provided the Seller is notified promptly of any such action with complete information and is given an opportunity to defend. 14. SECURITY INTEREST. The Buyer hereby grants to the `feller and the Seller herchy retains a security interest in all Products furnished by the Seller and the proceeds thereof, until the purchase price tberellxe is fldly paid Buyer agtces to execuw Such financing statements and other docwnems as Seller may determine to be necessary to perfect such security ihteresl, 15. GOVERNING LAW. Any agreement bused on the acceptance of this offer shall be construed in accordance with and governed by the Laws of the State of Kansas provided that delivery terms shall tic govened by INCOTERMS as published by the International Chamber of Commerce. 16. ASSIGNABILITY. Any agreement based on the acceptance of this offer shall not be assignable by the Buyer without the prior written consent of the Seller and any purported assignment without such consent shall be void. 17. ENTIRE• AGRF,EMENT. 11' accepted, this offer and the term,. on the Seller's invoicing document constitute: the entire agreement ill' sale and purchase of the product Waned herein. NO modification of this Agreement shalt be of any force or effort unless in writing and signed by the parties ought to be bound thereby, and no modification shall he effected by Itre acknowledgment or acceptance of purchase order forms containing different ternns or conditions. i AY/ North American Salt Company INVOICE A Compass Minerals Company Paw loft PLEASE REMIT TD: FEDMAL ID 4: PAYMEHTTERhM INYCXCE DATE -"'v -ZNUM9ER AnAN�TA.GA -m43 48- 1047632 NET 60 DAYS 2/22/2008 70164274 SOLD TO: 4821 2D 054512 SHIP TO: 505aW GS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET UNITEDSTXtS ©F AMERICA UNITED STATES Q AMERICA FT :AX "To Std CVSTCM "i9 MLLCVLAC= f71wntawarn CfUERTYPC 9 AUGUSTROBSENSS{?N5 02/22/08 140802 1716848 17 SO RMLITRUCK9 EMOPPArw TYPE F.0a rREMMI TE1fSS°S TmF2iTQRY 7658 SHIPPING POINT DELIVERED TRUCK 822 TV& TAX100 fWLZASBd SALMIMP EXEMPT 0031201550 822 PRODUCT DEBCFUFT t TA% O AMM UOM WRT PRCE EXTe4DED PREE 7517 BULK COARSE LA SALT Y 25.0300 TN 81.14 1,530.33 SULMARY: PRODUCT 1,530.331 FREIGHT s FUEL SUBTOTAL 1,530.33 STATE TAX COUNTY TAX CITY TAX RfESSSGES: TOTAL WEIGHT.. 50,080.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800 THANK YOU FOR YOUR ORDER PLEASE PAY a US 1,530.33 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Thk 5a5 otaoom h nub of b ara T arnRind cordebrmof Szb on Ora ramma Wdo of Orb lrwk:o CREDIT' NOTE �T�n,, srdCand3brraafarashmsvalh4 la�wre.naaRcomt IN US DOLLARS US i TERMS AND CONDITIONS OF SALE 1. OFFER. No term,, stated by Buyer in its bid. Purchase Order, acknowledgment. or other form shall be binding upon the Seller except as expressly agreed in writing by the Seller. Buyer is hereby notified of the Seller's of lection to and rejection of any•addirionut or different terms in Buyer's bid, Purchase Order, acknowledgment, or other forms. THE SELLER'S PROPOSAL iS EXPRESSLY LIMITED TO ACCEPTANCE UPON TI-fE TERMS AND CONDITIONS CONTAINED HEREIN. 2. PAYMENT. Buyer agrees to make payment at Seller's location and at the time specified on the Scllcr': invoicing document in lawful nioncy of tie l:.S. The Seller may, fir its sole judgment, require such other payment terns as it deems appropriate, including full or partial payment in advance of shipment or by letter of Cieehl. 3, PAST DUE ACCOUNTS. A finance charge of the lesser of 1.5% per month (I M9, APR) or the highest rate permitted by law will be assessed on fill past due accounts. Interest charged on a past due invoice: will be assessed from the date of the invoice. 4. PRICES. EXCEPT' AS OTHERWISE SPEX IFiE.D iN THIS OFFER. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL HE INVOICED. UNLESS O`HfERWISE SPECIFIED IN THiS OFFER, AT THE SEL.LEW S PRICE IN EFFECT ON'IILE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts and promotional allowances. Arty questions by the buyer. about the basis or accuracy of this pricing must be submitted to the seller in writing within 60.days of the date of the invoiec. 5. CANCE.I,LATION AND MODIFICAT.iON. Orders may be canceled by Buyer only upon (I) written or oral notice to the Seller subsequently accepted in writing by the Seller and (2) payment to the Seller of reasonable cancellation charges to be solely determined by the Seiler. 6. CREDIT. Credit payment terms mutt have the prior approval of the Seller's Credit Department and must be specified in writing oil the Scllcr's invoicing docunent, if at tiny time Buyer's financial responsibility becomes impaired or unsatisfactory to the Seller, Seller reserves the right to stop shipment, on notification to Buyer and to demand payment in advance or at the little of delivery for future deliveries or to require other security satisfactory to the .Seller, and in lire absence thereof', to cancel. without liability, the unfilled portion of this contract. 7. 'TAXES. Any lax or other governmental charge now or hereafter levied upon production, severance, manufacture, delivery, storage. consumption, side, use or shipment of Products ordered or sold will be charged to and paid by the Buyer. Such taxes are not covered in the Seller's price. S. DELAYS. All orders are accepted subject to the Seller's ability to make delivery at the (rime and in lire quantities specified, kind line Seller shrill not be liable for damages for failure to oukke partial or complete shipment or for ore delay in making shipments. `fire Buyer shall be liable for any added expenses incurred by the Seller because of Buyer's delay in furnishing requested information to the Seller, delays resulting front order changes by the Buyer, or delay in unloading shipments at delivery point that are the fault of Buyer. The Seller shall not be liable for delays or dCfatrlfS in delivery caused by forces beyond its control including but riot limited to floods, fires, storms, or other acts of God, by war or act of public: enemy (or civil disturbance), strikes. lock-ours, shortages of labor or raw materials and supplies (including fuel) or paxluctiun facilities, i'ansportalion service or equipment shortages or failures, action of any governmental authority or other conditions beyond the Seller's reasonable control. 9. S111PMENT COSTS. l.lnless otherwise specified on the Seller's invoicing document, kill transportation charges, including, but riot limited to, carrier's charges for notification prior to deliver. demurrage caused by Buyer, delay in unloading, diversion. or reconsignment will be paid by the Buyer. 10. 'TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products transfers to the Buyer upon delivery at the F.O.B. point identified on the Seller's invoicing document. (')n receipt of title. the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify the Seller against all claims f'or personal igjuries of property damage arising from the storage, use of handling of such Products. Chums for damage or shortage in transit must be made by the Buyer against the Carrier. 'The Buyer has the responsibility to inspect shipment% before or' during unloading to identify any such damage or shortage and see [bill appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the caner in order to support a claim. 11. WARRANTY. The Seller warrants only that it will convey good title to the product and that, at the lirne of shipment, the product will conform to the published specifications of the Seller. Seller's specifications are subject to change at any riffle without notice to i3uyer, NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, IS MADE 13Y SELLER. INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICU- LAR PURPOSE. Failure of (be Buyer witting thirty (30) days alter receipt of the Product delivered hereunder' to give notice that such product is not as so warranted shall he an unqualified acceptance of such product and it waiver of nil claims with respect thereto. In the event of art alleged breach hereol' by the Seller, the sole remed available to the Buyer on account of any defect in the product shall he limited to the replace anent of such defective product by the Seller, In the event the remedy provided herein shall be deemed to have failed its eswntial purpose, then the huger shall he cuticle i only it) it refund of the amounts paid to the Seller for such defective Product. 12. LFAIT'1'ATION OF LIABII.xn% Ti*' HLIYF.R SHALL, NOT 13E ENTiTLI'D TO RECOVER FROM SELLER INCIDENTAL OR C'ONSEQUEN'TIAL DAMAGES OR EXPENSES, INCLUDING. BUT NOT LIMITED TO, 11-IOSE INCURRED ON ACCOUNT OI THE' QUALITY OR AMOUNT OF PRODUCT DELIVERED OR TI IF NON DELIVERY OF PRODUCT The Buyer assumes till risks find liability for any damage to person., or property resulting fiont the use of j the product delivered hereunder in manufacturing processes of the Buyer fir in cornbination with other substances or otherwise. 13. 1 1 ATF.NTS. The Seller agrees to defend and protect the Buyer against loss or damage arising out of legal action for direct patent infringement in connection with the Seller's nnanufacaire of Product, provided the Seller is notified promptly of any such action with complete information air(] is given an opportunity to defend. 14. SECURITY INTi RF.S'T. T"he Buyer hereby grants to the Seller and the Seller hereby retains a securely interest io all Products furnished by the Seller and the proceeds thereof, mail the purchase price therefore is fully paid. Buyer agrees to execute such financing statements and other docuinents as Seller may determine to be necessary to perfect such security interest. 15. GOVF,RNING LAW. Any agreement based on the acceptance of this offer shall be construexl in accordance with and governed by the Laws of the Slate of Kansas provided that delivery terms shall be. governed by iNC(. TERMS its published by the internationtd Chamber of Comncrce, 16. ASSk:NABIL ITY. Any agreement based on the acceptance of this offer shalt not he assignable by the Buyer without the prior written consent of the Seller and tiny purported assignment without such consent shall he void, 1.7. ENTIRE AC:REEMENP. if accepted, this offer and the terms oil the Seller's invoicing document constitute the entire agrccnteul of side and purchase of the product ranted herein. No modification of this Agreement shall he of any force or effort unless in writing and signed fly the parlics sought to be bound thereby, and no modification shall be effected by the acknowledgment or acceptance of purchase order' forms containing different terms or conditions. North American Salt Company INVOICE A Compass Minerals Company Rage l of t PLEA5!'P1ehtI710: PEDf3'TALID9: PAYIlENTTEWM4 or -e INYQIGCNutwe3 P .O TLL NTa G -7043 48- 1047632 NET 60 DAYS 212212008 701 64273 SOLD TO: 462129/C-54512 SHIP TO: 5OW- 8 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 125TH STREET UNITED 9fAWS OF AMERICA CAR tTATES OF AMERICA 9i1PP)Y1M DATES CUSTCONWPD ®LL L?'LA cmDZn fttlM�H �IDEHTYRE 1o995 AUGUSTROMGNSSONS 02!22108 W0802 176847 176847 SO CAHMn MLlTHUCKB eQwFM0 fTYF4 r.09L TEMM TEHIVTOHY 7659 SHIPPING POINT DELIVERED TRUCK 022 TAXSTATUS TAAIDO WELEASEB °Aum nEP EXEMPT 0031201550 B22 PRODUCT DEMRiPTi M TAX CAJAPfnTY UOM UNT PROE EXTENDED PRO£ 7517 BULK COARSE LA SALT Y 24.9" T!"I 81.14 1,523.61 SUNfAARY: PRODUCT 1,523.61 FREIGHT Z& FUEL SUBTOTAL 1,523.61 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 49,840.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-80&-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS I US DOLLARS US 1,523.01 Thl< S�*faood. hn t>" Tar maandC* rditmofSaloonihare ,"mu%la+oof CREDIT NOTE !z, tpr IPA! US DOLLARS US T13RNIS AND CONDITIONS 01; SALE' 1. OFFER. No terni� by Buyer in its bid, Pur hale (h (let, acknowledgment, or other form shall he binding upon the Seller except as expressly agreed in wrilinw_> by the Seller. Rover is hereby notified of the Seller's objection to and o jection of any additional or different term in Buyer's hid. Purchase Oidcr. ncknow•ledgment, or other forms, THF. SELLER'S PROPOSAL IS EXPRESSLY L.I1\•11T'ED TO ACCE TAN'CE UPON THE TERMS AND CONDITIONS CONTAiNED HERLIN. 2. PAYMENT, Buyer agrees to make payment at Seller's location and at the nine specified on the Seller's invoicing document in lawful money of the US The Seller may, in its sole judgment, require such other payment terms as it deems appropriate, including full or partial payment in advance of shipment or by letter of credit. 3. PAST" DUE AC C'OUN 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 ehatged on a past due invoice; will be assessed from lie date of the invoice. 4. PRICES. EXCEPT AS OTHERWiSF'. SPECIFIED IN THIS OFFER. PRICES ARE SUBJECT TO CHANCE Wl'I'ITOUT NOTICT ORDURS WILL BE INVOICED UNLESS OTHIERWiSE SPECIFIED ilsf n-11S OFFFSR, A'r rim SELLER'S PRICE IN LTFECT' ON THE SCHIMUL,F 13 DATE OF SHIPMENT. Prices ou the invoicing document are net of all applicable discounts and promotional allowances. Ally questions by the buyer, about the basis or accuracy of this pricing must be submitted to the seller in writing within tip days of thc• date of the invoice. 5, CANCELLATION AND MODIFICATION. Orders may be canceled by Buyer only upon (1) written or oral notice to the Seller subsequently accepted in writing by the :Seller and (2) payment to the Seller of reasonable cancellation charges to be solely olmmVined by the Seller. 6. CREDIT. Credit payment terms roust have the prior approval of the, Seller's Credit Department and nuist he specified in writing on the Seller's invoicing document, If at any time buyer's financial responsibility becomes impaired or unsatisfactory to the Seller, Seller reserves the right to stop shipment. ")It notification to Buyer and to der land payment in advance or al the time of delivery for future, deliveries or to require other security satisfactory to i e Seller. and in the absence thereof, to cancel, without liability, the unfilled portion of this contract. 7. TAXES. Any tax or other governmental charge now or hereafter levied upon production, severance, manufacture, delivery, storage, consumption, sale, use or shipment of Products ordered or sold will be charged to and paid by the Buyer. Stich taxes are not covered in the Seller's price. 8. DELAYS. All orders are accepted subject to the Seller's ability to make delivery tit the tunic and in the quant.ines specified, and the Seller shall not be liable for damnges for failure to ruake partial of complete shipment or for the delay in making shipments. The Buyer shall be liable for any added expanses incurred li Y the Seller because of Buyer's delay in furnishing requested information to the Seller, delays resulting from order changes by the buyer, err delay in unloading shipments at delivery point that acre the fault of Buyer. 'fhe Seller shall not be liable for delays or defiles in delivery caused by forces beyond its control including but out limited to floods. fires, suxnis, or other acts of God, by war or act of public enemy (or civil disturbance), strikes, lock outs, shortages of labor art raw materials and ,supplies (including fuel) or production htciluies, transportation Service or equipment shortages or failures, action erf' tiny governmental authority or other conditions beyond the Seller's reasonable control. 9. SHIPMENT COST'S. Unless otherwise specified on the Seller's invoicing document, all transportation charges. including. but not limited to, canicr's charges for notification prior to deliver, demurrage caused by Buyer, delay in unloading, dheision. or reconsignmeul will he paid by the Buyer. 10. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products transfers to the Buyer upon delivery at the FO.b. point identified on the Seller's invoicing document. Oil receipt of title, the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indenmify the Seller against all claims for personal injuries or property damage arising from the storage, use of handling of such Products. Claims for damage or shortage in transit must be made by the Buyer against the Carrier. The Buyer hats the responsibility to inspect shipments hetore or during unloading to identify any such darmage or shortage and see that appropriate notation is trade on the delivery ticke(s or an inspection report furnished by the local agent of the carrier in order to support a chum. I1, WARRANTY. The Seller warrants only that it will convey p;ood title to the product and that, at the tittle, of shipment. the product will conform to the published specifications of the Seller. Seller's specifications are subject to change at any Crone without notice to Buyer. NO OTHER WARRANTY OF ANY KIND, EXPRESSiED OR IMPLIED, IS MARL BY,SFLLER. INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNi':SS FOR A PARTICU- LAR PURPOSE. Failure of the Buyer withing thirty (30) days after receipt of the Product delivered heteunlcr to give notice that such product is not is so warrsnu of shall be an unqualified acceptance o1 such product and a waiver of all claims with respect thereto. In the event of an alleged ()reach hereof by the Seller, the sole rerneda available uo (lie Buyer on account of any defect in the product shall he ]united to the replace- ment of such dcfccrivc product by the Seller. In the even( the remedy provided herein shall be deemed to have failed its essential purpose. then the Buyer shall he entitled only to a refund of the amounts paid to the Seller for such defective Product. 12. LIMITATION OF LIABILITY. THE BUYER SHALL NOT BE EN'TITLF.D 'f(:) RECOVER FROM SELLER INCIIJENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES, INCLUDING. BUT NUF LIMITED TO, THOSE INCURRED ON ACCOUNT Of TfIF QUALITY OR AMOUNT OF PRODUCT DELIVERED OR TFIL NON DELIVERY OF PRODUCT, The Buyer assumes all risks and liability for am damage to persons or property resulting from the use of the product delivered hereunder in manufacturing processes of the buyer or in combination with other substances or otherwise. 13. PATENTS. The Seller agrees to defend and protect the Buyer against loss or damage arising out of legal action fur direct patent infringement in connection with ih,; Seller's rnanufa cure of Product, provided the Seller is notified promptly of ally such action with complete information and is given an opportunity to defend. 14. SECURI "i'Y I S' "I'IiRE:S'P. The Buyer hereby ,rants to the Seller and the Seller hereby retains a security interest in all Products furnished by the Seder and the luoc,°cds thereof, until the purchase price therefore is fully paid. buyer agrees to execute such fivauienng statements and other documents as Seller may determine to he necessary to perfect ach security interest 15. GOVERNING LAW. Any agreement hared on the acceptance of this offer shall be corilruecl in accordance with and I ;ovcnicd by the Law. of the Stare of Kansas provided that delivery ternis shall he governed by 1NCOTERMS as published by the international Chamber of Commerce:. 16. ASSWNABILITY. Any agreement based on the acceptance: of this offer shall not he assignable by the Buyer without the prior written consent of (lie Seller and any purported assigmiwit without such consent shall be void. 17. ENTIRE AGREEMENT. If accepted, this offer aril the terms on the Seller's invoicing document constitute the entire agreerneru of sale and purchase of the product Trained herein. No modification of this .Agreement shall be of any force or effort unless in writing and signed by the parties ought to be hound thereby, and no modification shall be effected by the acknowledgment or acceptance of purchase order forms containing different terns or conditions. /AY/ North American Salt Company A Compass Minerals Company INVOICE Page t of f PLEASE RENT TO: FEDERAL CC IN%KXGEDATE INV41GEfd IMef? An AP 2�A 4 d8 -14 763 NET 60 DAYS 212$12048 7416$218 SOLD T O: 4621 S HIP TO: 505808 t C 54514 CARMEL UTILITIES CARMEL UTILITIES 345o W. 131ST STREET 5484 E. 125TH STREET UNITED STAPES OF AMERICA CAR tTATES d AMERICA PRBA iFA'PC SFt� cuss men Fo ELL O? LA MM CHM"Mmimn f�DERTYPE 5- AUGUSTROBSENSSONS 02/22108 W 846 0802 176 176M SO e nA1LIT�c0 rmMUMAXI rTYPE rfam r1FEn2aTEE TIFFBTCHW i 76599 SHIPPING POINT DELIVERED T RUCK 022 TAX 1D 6 He LEASE 0 4flL15 REP 7TUS EXEMPT W312o 1550 BM PRODUCT 0MCFffl TAX [QUANTITY UOM UWT PRCE EXTENDED PRCE 7517 BULK COARSE LA SALT Y 23.4200 TN 81.14 1,431.90 SUMMARY: I PRODUCT 1,431.90 FREIGHT a FUEL SUBTOTAL 1,431.90 STATE TAX COUNTY TAX CITY TAX WESSAGES: TOTAL WEIGHT... 46,840.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,431 90 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Thh Sib of mcft ftxuboct Vm'ramnsndCondit m at 5�n on tm rawma adn of fhJR irrota CREDIT NOTE (Tarns zrd Candttbrs of Sm a4L �YSREbb 7C: aiorr.nasB.eam} IN US DOLLARS US TERMS AND CONDITIONS OF SALE 1. OFFER. No term: stated by Buyer in us hid, Purchase Order, acknowledgment, of other forrn shall be binding upon the Seller escept a, expressly at n'ecd in writing by the Seller. Buyer is hereby notified of the Seller's ohioctiou to and rejection of any additional or different terms in Buyer's bid, Purchase Order, .acknowledgment. or other form.. THE SrI.I.FR'S PROPOSAL IS EXPRESSLY JAN -IITPD TO ACCEPTANCE UPON TTII, "PERMS AND CONDITIONS CONTAINED HEREIN. 2. PAYMENT. Buyer agrees to make payment at Seller'., location and at the tune spxificd on the Seiler'\ invoicing, document ,n lawful money of iime t..S. The, Seller may in its sole judgment, require such other payment terms as it deems appropriate, including full of partial payment in advance of shipment or by letter of credit. 3. PAST DUE, ACCOUNTS. A finance charge of the lesser of I,596 per month (lArd APR) or the highest tale permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed hunt the date of the ui4oice. 4, PRICES. EXCEPT AS OTHERWISI: SPE AFIED IN THIS (',)FFER. PRICES ARE SUBJECT TO CHANGE, WITHOUT NOTICE,. ORDERS WILL BE INVOIC'I,D, UNLESS OT111J2`.'✓ISE SPECIFIED IN THIS OFFER, AI THE SELLER'S PRICE IN EFFECT ON THE SCHEDULED WlTE OF SHIPtVTENf. Prices on the invoicing document arc net o! all applicable discounts and promotional allowances, Any que,uons by the buyer, about the basis or aeatnacy of thi, pricing must be submitted to the seller in writing within 60 days of the date of the invoice:. 5. C:INCELLATIOiN AND MODiFICATTON. Orders may be caurccled by Buyer only upon (1) written or oral notice to the Seller subsequently accepted in hiring by the Seller and (2) pavtne'nt to the Seller of reasonable cancellation charges to be solely determined by the Seller. 6. CREDIT. Credit payrucn( tenns roust fiave the prior approval of the Seller's Credit Department and nisi be specified in writing on the Seller'., imoicing docomcm, if at any time Buyer's financial responsibility hecornes impaired or unsatisfactory to the Seller, Seller reserves the right to stop shipnrem, on notification to Buyer and to demand p3yrncnt in advance or at the time of delivery for fuune deliveries or to require other security .satisfactory to the Seller, and in the ab,ence thereof, to cancel, without liability, the unfilled portion of chic contract, 7. 'TAXES. Any tax or other governmental charge now, or hereafter levied upon production, severance, Manufacture, delivery, storge, consumption, ,ak, use or shipment of Products ordered or sold will be charged to and paid by the Buyer. Such taxes are not covered in the Seller's price. S, DELAYS. All orders an; accepted subject to the Seller's ability to make: delivery at the time and in the quantities specified, and the Seller shall not be liable for damages for failure t, make partial or conrplcw shipment or for the delay in making shipments. The Buyer shall be liable for any added expenses incurred by the Seller because of Buyer's delay in furnishing requested information to the Seller. delays resulting from order changes by the Buyer, or delay in unloading shipments at delivery point that are the fault of Buyer. The Seller shall not he liable for delays or defaults in delivery caused by forces beyond its control including but not limited to floods. fire~, storms, or other act, of God, by war or act of publie enemy (or civil (hsturbance), strikes. lock -outs, shortages cif' labor or raw materials and supplies (including fuel) or production facilities. tr nsportution service or equipment shortages or failures. action of any governmental authority or other conditions beyond the Seller's reasoriabie control. 9. SHIPMENT COSTS. Unless otberwi,e specified oil the Seller's invoicing document, all transportation charges, including, bat not limited to, canter's charges for notification poor hr dcliver, demurrage caused by Buyer, delay in unloading. diversion, or reconsigmnem will be paid by the Buyer. 10, TRANSPORT RISKS AND CLAINIS. Risk of loss and title to Products transfers to the Buyer upon delivery at the F.O,B. point identified on the Seller.'s invoicing document. On receipt of tide, the Buyer is then responsible for proper protection of Products and compliance with all tegulations and ordinances and will indemnify the Seiler against all claims for personal injuries or property damage arising Irom the storage, use of handling of such Products. Claim, fur damage or shortage in transit must be made by the Buyer against the Cartier, The Buyer has the responsibility to inspect shipments before or during unloading to identify any such (hunage or shortage and see that appropriate notation is trade on the delivc ry tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. i I, WARRANTY. The Seller warrants only that it will convey good title to the product and that, at the tuna: of shipment, the product will conform to 8w published Specifications of the Seller. Seller's specifications are sub jeer to change at any time without notice to Buyer. NO OTHER W"ARRAN"TY OF ANY KIN-D, EAI'Rf- SSED OR iMIll IE 1S NIADF, BY SFIATR, iNCLUDING ANY INIPLIL.D'AARRANTIES 01 NIERCHANTABTLITY OR FITNESS FOR A PN2TiCU- LAR PURPOSE, Failmc of the Buyer wishing thirty (30) days after receipt of the Product delivered hereunder to give notice that such product. is not as so warranted ,hall be an unqualified acceptance of such product and a waiver of all claims with respect thereto. In the event of an alleged hr each hereof bY,the Seller, the solo remedy available to the Buyer on account of tiny defect in the product ,hall he quailed to the replace !neot of sash defectivo product by the Seller. la the event the w edy provided herein shall be deemed u) have famed its cssentaE Purpose, then the Buyer shall be entitled only to a refund of the amounts paid to the Seller for such defective Product. 12. LUMITkTION 01 LIABILITY. THE BUYER SHALL NOT 13E ENTITLED TO RECOVER FRONT SELLER iNCiDli \TAL OR (-:O.NsEQUEt7'IAL DANIAGi. ?S OR EXPENSES, INCLUDING, BUT NOT LU4ITED TO, THOSE INCURRED ON ACCOUNT OF THE QUALITY" OR AMOUNT OF PRODUCT DELf ERFI) OR THL' NON DELIVERY OF PRODUCT Tlrc Buyer assumes all risks and liability for ant damage to persons of propery resulting f m the use of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other substances or otherwise. 13. PATENTS. The Seller agree, to defend and protect the Buyer against loss or damage arising out of legal action for direct patent infringement in connection with the Seller's manufacture of Product, provided the Seller is notified promptly of any such action with complete information and is given an opportunity to defend. 14. SECURiTY INTEREST. The Buyer hereby grams to the Seller and the Seller hereby retains a security interest in all Products furnished by the Seller and the p!occe Ihereof, unnl the purchase piu:e therefore is fully paid. Guyer agrees to execute such financing statements and other documents as Seller may determine to be necessary tom perfect such security interest. 15. GOVERNING LAW. Any agreement based on the acceptance of this offer shall be construed in accordance with and governed by the laws of the State of Kansas provided that delivery terms shall be governed by fNCOTFRMS as published by the International Chamber of Commerce. 16. ASSIGNABILITY. Any agreement based on the acceptance of this offer shall not be assignable by the Buyer without the prior written consent of the Seller and any purported assignment without such consent, sball be void. 17. ENTIRE AGREEMENT. If accepted, this offer and the term,, on the Seller's invoicing document constitute the entire agreement of sale and purchase of the Product named heicin. No modification of this Agreement shall he of tiny force or effort unless in writing and signed by the panic, sought to he hound thereby, and no modification shall be effected by the acknowledgment or acceptance of purchase order forms containing different terms or conditions. Ay/ North American Salt Company A Compass Minerals Company INVOICE Page 1ofi PLEASEHEA9TT0: FEDERAL Of: PAY&WwTe"ka INVCXCEDATE IhRlOP- ENu16we" ATLANNTA, o3s4 -7o43 48- 1047632 NET 60 DAYS 2128/2000 70168224 SOLD TO: 462129/C54512 SHIP TO: 5058081 CS54514 CARMIEL UTILITIES CARM EL UTILITIES 3450 W. 131 ST STREET 54:34 E. 126TH STREET UNITED STATES OF AMERICA UNIITEED dT IN OF AMERICA F E.XEMFT DATEMIUMED C USTIrm nFD ®LL �LAW= GF=HMJ ffER mDenwm 5 AUGUSTROB6NSSONS 02127/08 W0802 176860 176860 SO PALtTHUCM* ECMPRIEWTYPE MIX PTIERMWTEISM TEHFNTO11Y 7659 SHIPPING POINT DELIVERED TRUCK B22 TUS TAXIDD RE1.EASE0 SALZ%fmp 0031201550 B22 PRODUCT DEBCFWYTKN I TAX I ouAtmTY I uom uNrr PRICE I EXTENDED PRICE 7517 BULK COARSE LA SALT Y 23.1900 TN 61.14 1,417.84 SUMMARY: PRODUCT 1,417.84 FREIGHT FUEL SUBTOTAL 1,417.84 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 45,380.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY a US 1,41784 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Thh Sm otaooda 1& subject b tm Tartns=dC rdffiDtmot SSie on t twmmz%kb afihhvf wkn CREDIT NOTE cTenm=4CanabmUt -g al .n—xe.ccm� IN US DOLLARS US TERMS AND CONDITIONS OF SAi.F. 1. OFFER. No term, stated by Buyer in it hid, Purchase Order, acknowledgment, of other form shall he binding upon the Seller except as expressly agreed in writing by the Sellei. Buyer is hereby notified of the Seller's objection to and rejection of any additional or different term in i3uyer's bid, Purchase Order, ,acknowledgment, or .?alter form,. THiE SI_f LER'S PROPOSAL IS EXPRESSLY LIMITED TO ACCLPIANCE UPON TEE TERMS AND CONDITIONS CONIAINED HEREIN. 2. PAYMENT. Buyer agrees to make payntent al Seller'., location and at the time specified on the Seller's invoicing document in lawful money of the U.S. '1'lic Seller may, in its sole Judgment. require such other payment terms as it deems appropriate, including full +r Partial payment in advance of shipment or by letter of credit. 3. PAS "T DUE ACCOUNTS. A fuuuce charge of the lesser of 1.5%, per month (101 APR) or the highest rate permitted by law will he assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. 4. PRICES. EXCEPT AS OTHERWISE SPECIFIED IN THIS OFFER. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED. UNLESS OTHERWISE SPECIFIED IN THIS OFFER. ATTHE SE'LLER'S PRICE IN EFFECT ON THE SCHEiDULFD DATE OF SHIPMENT. Prices on the invowinp, document are net of all applicable discount, and promotiounl allowances. Any que,dons by the buyer. about the basis or accuracy of this pricing must be submitted to the seller hr writing within 60 clays of the date of the invoice. 5. CANCELLATION AND MODIFIC,ATIi)N. Orders pray be canceled by Buyer only upon (1) written or oral notice to the Seller subsequent'.: accepted in writing by the Seller and (2) payment to the Seller of reasonahlc cncellation charges to be solely determined by the Seller. 6. CREDIT. Credit payment terms must hay. the prior approval of the Seller's Credit Departnrcru and must be specified in writing on the Seller's imoicin f document, If at any tine• Buyer' financial responsibility become, impaired or unsatisfactory to the Seller, Seller reserves the rgltt to stop,hilanen. on nnfitieation air Buyer and to demand payment in advance or aft the time of eich,ery for future deliveries or to require other security satistiictory to the Seller, amt in the absence thereon, to cancel, without liability, the unf ilfed portion of this contrail. 7. 'TAXES. Any tax nr other govenuuentai charge now or hereafter levied upon production, severance, manufacture, delivery. storage, consumption, ,ale, use or shiptucnr of Pnxiucis ordered or sold wilfhe.;harged to and paid by the Buyer. Such taxes are not covered in the Seller's price. 8. DELAYS. All orders are accepted subject to the Seller's ability to make delivery at the time and in the quantities specified, sod the Seller shall not be liable for damages for failure to make partial or complete shipment or for the delay in making shipments. The Buyer shall be liable for tiny added expenses incurred by the Soler because of Bvyer'z delay in furni,hint: requested information to the Seller. delay, resulting from older changes by the Buyer, or delay in unloading shipments at delivery point that tyre the fault of Buvcv. The Seller shall not he liable for delays or defaults in delivery caused by forces beyond its control including but not limited to floods, tires, stones, or other acts of God, by war or act of public enemy (or civil disturbance), strikes. lock -outs, shortages of labor or mw materials and upplics (including fuel) or production facilities. transportation service or equipment shortage, or failure,, action of any governmental authority or other conditions beyond the Seller's ieasomhle control. r). SHIPMENT COSTS. Unless otherwise specified on the Seller's invoicing document, all transportation charges, including, but not limited to, earri> is charges for notification prior to deliver. demurrage caused by Buyer, delay in unloading. diversion, or reconsignment will be paid by the Buyer. 16. 'TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products ranstenr to the Buyer upon delivery at the b,Q.B. point Identified on the Seller's invoicing document. On receipt of title, the Buyer is then iesp onsible for proper protection of Products and compliance with all regulation, and ordinances and will indemnify the Seller against all Maims for personal injuries or property damage arising fiom the storage, use of handling of such Products. C :lainis for damage nr shoruige in transit must be made by the Buyer against the Carrier. The Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is ruade on the delivery tickets or an inspection report furnished by the local anent of the carrier in order In support a claim. 11. WARRANTY. The Seller w:arruts only that it will convey p title to the product and that, at the lime; of shipment, the III oduct will conform to the published specifications of file Seller. Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, 1S MADE BY SE11.6R, iNC'I.UDING ANY IMPLIED WARRANTIES OP MERCHANTABILITY OR FITNESS FOR A PARTICU- LAR PURPOSE. Fmknc of the Bayer widnimt thirty (10) days after receipt of the Product &fivered hereunder to rive notice that such product is not as so warranted ,hall he an unqualified acceptance of such product and a wail -cr of all claims with respect thereto. in the event of run alle breach hereof by the Seller, the sole remedy available to the Buyer on account of any defect in the prodmet shall lie limited to the replace awnt r I',uch dcfcrd;c product by the Sellei. It) the event the rcutrdy provided herein shall he deemed to have failed its esscnlizd purpose, then the Buser shall he entiLled ooh to a reivad of the amounts paid to the Seller for such defective Product. 12. LIMITAT1oN' OF LiABILITY. THE BUYER SHALL NOT 13E ENTITLED TO RECOVER FROM SELLER iNCIDE,"AI- OR CONSFQUENTiAL I!A ,\'lA(,i(S OR EXPENSES, INCLUDING, BUT NOT Ll 1(lT D TO, Ti IOSF. INCURRED ON ACCOUNT OF TI It QUAIJTY OR ANIOU :Vf OF PRODi;CI DFLI VERED OR THE. NON DELIVERY OF PRODUCT line Bu}cr assumes all risks and liability for any darnage to persons of property resulting from the use of Lhe product delivered hereunder in manufacturing processes of the Buyer or in combination with other substances or otherwise. 13. JWI'ENTS. The Seller agree, to depend and protect the Buyer against loss or d:nnoge arising out of legal action for direct patent infringement in connection with the Sell,'Cs manuhtcture. of Product, provided the Seller is notified promptly of any such action with complete information and is given an opportunity to defend. 14. SECURITY INTEREST. The Buyer hereby grants to the Seller and the Seller hereby retains a securit interest in all Products furnished by the Seller and the proceeds thereof: until the purchase prier, th+ wfore is fully paid. Buyer agrees to execute such financing statements and other documents as Seller msy determine to be ucccssarr to perfect such security interest. 15. GOVERNINC LAW. Any agreement based on the aceepunce of this offer shall be construed in accordance with and governed by the Laws of the State of Kanss provided that delivery terms shall he ;voverned by INCOTERMS as published by the International Chamber of Commerce. 16. ASSIGNABILITY. Any agreement based oil the acceptance of this offer shall not he assignable by the Buyer without the prior written consent of the Seller and any purported assignment without such consent shadl be void. 17. ENTIRE AGREEMENT. If aeceptec(. this offer and the ternrs oil the Seller's invoicing document constitute the entire agreement of sale and purchase of the Product named herein. No modification of this Agreement shall be of tiny force or ellort unless in it riting and signed by the parties sought to he bound thereby, and no modification shall be effected by the acknowledgment or acceptance of purchase order formes containing different terms or conditions. North American Salt tj Company A Compass Minerals Company INVOICE Page 1 of 1 FLEASEREN6TM: FEDERAL ID d: FAYMNTTEMAS IfJ�h71r,EDATE IPIVOIGePBpme" ATLANTA, GA aw" -7043 48- 1047632 N ET 60 DAYS 272912008 1 701688 SOLD TO: 462129/C54512 SHIP TO: 5058081 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET UNITED STUS OF AMERICA UNITED TAT S OF AMERICA FTA:X 5WTATU3 R7W DATE°.d9IPPW CIPSUMERPa WLLCrLAD3w. ORDER►Iumvi:R CmoeRTYPE AUGUSTROBMNSSONS 02128108 W0S02 176863 176863 SO RA&LITHMMO EfaMMEWTYPE F.OR 76599 SHIPPING POINT DELIVERED TRUCK B22 TAXIDO RELEASEP SALES REP XEMPT "1201550 B22 PfmurT DEBCffflvTKxN TAX {MUANTrry UOM UNTT FFICE EXTENDED PROE 7517 BULK COARSE LA SALT Y 24.4800 TN 81.14 1,490.71 SUMARY: PRODUCT 1,496.71 FREIGHT FUEL SUBTOTAL 1,496.71 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT... 48,580.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 -743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,400.71 WE APPRECIATE YOUR BUSINESS IN US DOLLARS i ThR Smm QoDdl m wb2CtbfioTorrtnandGond ffl0MofSAnon8wrnwMmWdad8fhInoke CREDIT NOTE cTmnnandCnndWbtm*1 -k, r aeuavamxbSaatwwe.n=xLcom� IN US DOLLARS Us I TERMS AND CONDITIONS OF SALE L OFFF,R. No terms stated by Buyer in its bid, Purchase Order, acknowledgent, o form shall other for shall be hiuding upon the Seller except a, expressly agreed in wnring by the Selle Buyer is hereby notified of the Seller's objection to and rejection of any additional or different terms in Buyer's bid, 1 utchase Order, .rcknowledgment. or other form,. THE SI:i,LER'S PROPOSAL iS EXPRESSLY LIMITED TO ACCEPTANCE UPON THE TERi41S AND CON'DiT1ONS CONTAINED HEREIN. 2. I'AYviENT. Buyer agrees to make payment at Seller's locatior and at the time specified on the Seller's invoicing doeuntcut in lawful money of the U.S. The Seller may, in its sole judgment, require such other payment terms as it deems appropriate, including full or partial payment in advance of shipment or by letter of credit. 3. PAST DUE ACCOUNTS. A finance charge of the lesser of 1,5 per month (i Rr -'i, APR) or the highest tale pennitted by law will be assessed an all past due accounts. Interest charged on it past due invoice will he assessed front The date, of the invoice, 4. PRICES, EXCEPT AS OTHERWISE. LSE. SPECIFIED IN THIS OFFER. PRICES ARE SUBJECT TO ('MANGE., WITHOUT NOTICE. ORDERS WILL BE INVOICED. UNLESS OTHERWISE SPECIFIED IN THIS OFFER, AT THE SELLER'S PRICE IN EFFECT ON THE SCHIit)1.TLED DrVIE OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts and promotional allowances. Any questions by the buyer, about the basis or accuracy of this pricinL_ must be submitted to the seller in w riling within 60 (hays of the date of the invoice. i. CANCELLATION AND MODIFiCAT'iOV. Orders nnay be canceled by Buyer only upon (1) written or oral notice to the Seller subsequently accepted in v, rifluz, by the Seller anti (2) payment to the Seller of reasonable cancellation chatrges to be solely determined by the Seller. 6, CREDIT. Credit payment terns nisi have the prior approval of the Seller's Credit Department and roust be specified in waiting on the Seller's invoicing dex:unt ml, if at any tittle Buyer's financial responsibility becomes impaired or unsaiNfactory to the Seller, Scllea reserves the n, ht to lot) shipment. or, notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or to require other security satisfactory to the Seller, and in the ab,ence thereof, to cancel, v, ithoul liability, the unfilled portion of this Contract. 7. T- ALXES. Any tax or other governmental charge now or hereafter levied upon production, severance, manufacture, delivery. storage, consumption, ,ale, use or shipment of Products ordered or sold will be charged to and paid by the Buyer. SOeh lazes are not covered in the Seller's price. 8. DFLAYS..All ordars am accepred subject to the Seller's ability to make deliver) at the time amf in the quantities specified, and the Seller shall not be liable for d'arnage, for failure; to make partial or complete shipment or for the delay in making shipments, The Buyer shall be liable for any added expenses incurred by the Seller because of Buyer's delay in furnishing requested information to the Seller. dcanys resulting from ender changes by the Buyer, or delay in unloading shipments at delivery print that are the fault of Buyer. Tire Seller shall not he liable for delays or defaults in delivery caused by forces beyond its control including but not limited to floods. fires, storm.(, or other acts of God, by war or act of public enemy (or civil disturbance). strikes, lock -outs, shortages of labor or raw materials and ,upplies (including fuel) or production facilities. trnsportation service or equipment shorwges or failure,, action of any governmenud authority or other conditions beyond the Seller's r,a,onahle control. 9. SHIPMENT COST'S. Unless otherwi,e specified on the Seller's invoicing document, all lransporlation charges, including, but not limited to, carrier's charges Rx notification prior to deliver. demurrage caused by Buyer, delay in unloading, diversion, or reconsignment will be paid by the Buyer. 10. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products transfers to the Buyer upon delivery at the EO,B. point identified on the Seller's invoicing document. On receipt of ude, the Buyer is then responsible for proper przneedon of Products and compliance with all regulations and ordinances and will indemnify the Seller against all claims for personal injuries or property damage arising from the storage. use of handling of such Products. ('hum, for damage or shortage in transit must be made by the Buyer against the Cartier, The Buyer has the re,p ntsibility to inspect shipments fx;f2rc or during unloading to identify any such (lamage or shortage and see that appropriate notation is made in the delivery tickets or at inspection report furnished by the local ❑cent of the carrier ira order to support a claim. H. 't ARRANTY. The Seller warrants only that it will convey good title to the product and that, at the unto of shipment, the product will conform to the published Spocifications of (be Seller. Seller's specifications are subject n) change al any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND, [;XPRI SSED OR IMPLIED, IS MADE BY SEJ1 -ER, INCLUDING ANY IMPLIED WARRANTIES Oi" ME•RCHANTABILITY OR FITNESS FOR APARTICU- LAR PURPOSE. Failure of the Bayer wrthing thirty (30) Jaye after reccipt of the Product delivered hereunder to give notice that such product is not as sn warranted shall be an unqualified acceptance of such product and a waiver of all claims with respect thereto. In the event of an alleged breach herc;uf by the Seller, tilt: "'Ic remedy available to the Buyer on account of any defect in the product shall he limited to the replace- ment of ,uch defective product by the Seller. fn the event tn�; remedy provided herein shall be deemed to have failed its essential Purpose, then the Buyer shall he entitled only to a refund of the amounts paid to she Seller for Such defective Product., 12. LiNIi'ATION OF LIABILiTY. T'I1F. lit: YER SHALL NOT BE ENT ITLFI) TO RECOVER FROM SELLER IN( :IDI -`-N TAL OR CC1NS1'F1t11;ti'T'I:11, DA! OR EXPENSES, INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED ON ACCOUNT OF THE QUALITY OR Ab1OUri'T OF PRODUCT T)F,L,IVERED OR THF, NON DELiVURi' OF PRODf;CT. The Buyer assumes all risks and liability for any damage to persons or property rcnullmp from the use of the product delivered hereunder in manut acturing processes of the Buyer or in contbivalion with other substances or otherwise, 13. PATENTS. The Seller agrees to defend an(] protect the Buyer against loss or damage arising out of legal action for direct patent infringement in connection with the Seller's manufacture of Product, provided the Seller is notified promptly of any such action with complete information and is given an Opportunity ur defend. 14. SECURITY INTEREST. The Buyer hereby grants to the Seller and the Seller hereby retains a security interest in all Products furnished by the Seller and the proceeds thereof, until the purchase price therefore is fully paid, Buyer agrees to execute such financing statements and other documents as Seller tray determine to be uecessanI to perfeca such security interest. ►S. GOVERNING LAW. Any agreement based on the acceptance of this offer ,hall be construed in accordance with and governed by the Laws of the State of Kansas provided than delivery terms shall be governed by TNCOTERNIS as published by the International Chatnher of Commerce. 16, ASSIGNABILITY, Any agreement based oil the acceptance. of this offer shall not be assignable by the Buyer without the prior written consent of the Seiler and any purporled aWgmnent without such consent shall be void. 17. ENTIRE AGREEMENT. If accepted. this offer and the terms on the Seller'; invoicing document constitute the entire agreement of sale and purchase of the product named herein. No modification of this agreement shall be of any force or effort unless in writing and signed by the parties sought it) he hound thereby, and no modification shall be effected by the acknowledgment or acceptance of purchase order arms containing different terrus or conditions. II 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 358765 NORTH AMERICAN SALT Purchase Order No. PO BOX 277043 Terms ATLANTA, GA 30384 Due Date 3/7/2008 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 3/7/2008 70169300 $1,321.85 hereby certify that the attached invoice(s), or bill(s) is (are) true and ,orrect and I have audited same in accordance with IC 5- 11- 10 -1.6 Date Officer `VOUCHER 081108 WARRANT ALLOWED 358765 IN SUM OF NORTH AMERICAN SALT PO BOX 277043 ATLANTA, GA 30384 Carmel Water Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO INV ACCT AMOUNT Audit Trail Code 70169300 01- 1420 -00 $1,321.85 7Orbg2ly iy/�.gy �G16881�! 1 `t 5`Q iY96.7I 7�(6gzz3 71,( 4' 701 0 21 q Y 5�• y� 7 b(017 5 7&(l;q- -74 (536.33 (523.1 Gl lob 21$ f Y30 6 Voucher Total IT70 85 V Cost distribution ledger classification if 2156 '72.66 claim paid under vehicle highway fund AV/ North American Salt Company INVOICE A Compass Minerals Company Page 1 of 1 PLEASeRCMRTO: PEQ@4ALm PAYMEARTEflMS IMVOr-eDATE INVQIGEPH16me" ATLLA ?GA 3u3" -7043 48- 1047632 NET 60 DAYS 2/22/2003 70164109 SOLD TO: 4621 SHIP TO: 505808 GS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126 STREET UNITED OF 7AMERICA CAR tTATES O AMERICA PRI'm DATe CUSTi7ONvo MLLd'LAD 0=eflMimucn anDERTYM loss AUGUSTROBBENSSONS 02/21108 W0803E 174421 174421 SO CARMN MLITHUCKO foopmearTYM rna FEC211TEMS TeRPOTCflY 76544 SHIPPING POINT DELIVERED TRUCK B22 TAXWATlP' TAX 109 BELPAW9 SAUM FWP EXEMPT 0031201550 B22 I PROOuCT D®CRUrr60M TAX OMM M uom uwT PRIDE Errmnm PRGE 7517 BULK COARSE LA SALT Y 24.4000 TN 81.14 1,491.82 I SUMMARY: PRODUCT 1,441.82 FREIGHT FUEL SUBTOTAL 1,441.82 STATE TAX COUNTY TAX CITY TAX N ESSAGES: TOTAL WEIGHT.. 49,800.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-80&-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Th rLsx,aa�mla etmTe,�mzadcordewrm �a i or sQ„ eta fommo.1bta like CREDIT (VOTE nm mid Condlbmot aye atm sysVdu 3d UV US DOLLARS US t 3 TERMS AND CONDITIONS OF SALE; I. COFFER. No terms stated by Buyer in its bid, Purchase Older, acknowledgment, or olhct form shall he binding upon the Seller except its expressly agreed in writing by the Seller. Buyer is hereby notified of the Seller's abjection to and rejection of tiny udditional or different terms in Buyer's hid. Purchase Gilder. acknowledgment, or other forms. THE S1LLER'S PROPOSAL IS EXPRESSLY LIMITED TO ACCEPTANCE UPON THE TERMS AND CONDITIONS CONTAINED HEREIN. 2. PAYMENT. Buyer atcrees to make payment of Seller's location and at the time specified on the Seller's invoicing document in lawful money of the U.S. The Seller may, in its sole judgment, require such other paymenCternns its it deems appropriate, including full or partial payment in advance of shipment or by letter of credit. 3. PAST DUE ACCOUNTS. A finance charge o1' the lesser of 1.5 %n per month (18 APR) or the highest rate permitted by law will be assessed on all past due accounts. Interest changed on a past due invoice will be assessed Iron) the date of the invoice. 4. PRICES. EXCEPT AS OTHERWISE.: SPECIFIED IN Tim OFFER. PRICES ARE SiJBJECf TO wrniOUT NOTiCE, ORDERS WiLL BE INVOICED. UNLESS OTHERWISE SP13CfFIED IN THIS OFFER, AT" I'HE SELLER'S PRICE iN EFFECT` ON THE SCHEDULFD DATE OF SHIPMENT'. Prices on the invoicing document are net of all applicable discounts and promotional allowances. Any questions by the buyer, about the basis or accuracy of this pricing must be suhmiued to the seller in writing within GO days of the date of the invoice. 5. CANCELLATION AND MODIFICATION. Orders may be canceled by Buyer only upon (1) written or oral notice to the Seller subsequently accepted in writing by the Seller and (2) payment to the Seller of reasonable cancellation charges to be solely determined by the Seller. G. CREDIT. Credit payment terms nmst have the prior approval of the Seller's Credit Department and must be, specified in writing on the Seller's invoicing document, If at any time Buyer's financial responsibility becomes impaired or unsatisfactory to the Seller, Seller reserves the right to stop shipment. on notification to Buyer and to dernand payment in advance or ail the time of delivery for futun; deliveries or to require other security satisfactory to the Seiler, find in the absence thereof, to cancel. without liability, the unfilled portion of this contract. 7. TAXES. Any tax or other governmental charge flow or hereafter levied upon produclion, severance:, manufacture, delivery, storage, consumption, sale., use or shipment of Products ordered or sold will be charged to and paid by the Buyer. Such taxes are not covered in the Seller's price. 8. DELAYS. All enders are accepted subject to the Seller's ability to make delivery ul the time and in the quantities specified, and the Seller shall not be liable for damages for failure to make partial or complete shipment or for the delay in making shipments. The Buyer shall be liable for any added expenses incurred by the Seller because of Buyer's delay in furnishing requested information to the Seller, delays resulting from order changes by the Buyer, or delay in unloading shipments at delivery point that arc: the fault of Buyer. 'file Seller shall not be liable for delays or defaults in delivery caused by forces beyond its control including but not limited to floods, fires, storm's, or other acts of God, by war or act of public enemy for civil disturbance), strikes, lock -outs, shortages of labor or raw materials and supplies (including fuel) or production facihtics, transportation service or equipment shortages or failures, action of any govenunent l authority or other conditions beyond the Seller's reasonable control. 9, SHIPMENT COSTS. Unless otherwise specified on the Seller's invoicing document, all transportation charges, including, but not limited to, canier's charges for notification prior to deliver, demurrage caused by Buyer, delay in unloading, diversion. or reconsignmeut will he paid by the Buyer. 111. 'TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products transtens to the Buyer upon delivery at the M.).H. point identified on the Seller's invoicing document, On receipt of title, the Buyer is then responsible fin• proper protection o1' Products and compliance with all regulations and ordinances and will indenmify the Seller against all claims for personal injuries or property damage arising from the storage. use of handling od'such Products. Claims for damage of shortage in transit must be made by lilt; Buyer against the Carrier, The Buyer has the responsibility to inspect shipments before or during unloading to identify tiny such dannage 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. 11. WARRANTY. Tlx: Seller warrants only that it will convey good title to the product and that, at the little of shipment. the pnxluct will conform to the published specifications of the Seller. Seller's specifications are subject to change at ally lino without notice to Buyer. NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, IS MADE BY SELLER, INCL,UDiNG ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A P.ART'ICU- L.AR PURPOSE. Failure of the. Buyer withing thirty 130) days after receipt of the Product delivered hereunder to give, notice that such product is not as so warranted shall be an unqualified acceptance of such pioduc•t and a waiver of all claims with respect thereto. In the event of an alleged breach hereof by the Seller, the ,sole rernedy available to the Buyer on account of any defect in the product shall he limited to the replace- ment o1' such defective product by the Seller. In lie event the remedy provided herein shall be deemed to have failed its essential purpose, then the Buyer shall he entitled only to a refund of the amwunls paid to the Seller for such defective Product. 12. Liik117ATION OF LIABiLITY. THE BUYER SHALL NOT BE ENTITLED TO RECOVER FROM SELLER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES, INCLUDING, 13UT NOT LiMIfED TO, THOSE INCURRED ON ACCOUNT OF THE QUALITY OR ANIOUNT OF PRODIJC`f DELIVERED OR TFIL NON DELIVERY OF PRODUCT. The Buyer assumes till risks and liability for any damage to persons or property resulting from the use of the product delivered het eunder in manufacturing processes of the Buyer or in combination with other substances or otherwise. 13. PATENTS. The Seller agrees to defend and protect the Buyer against loss or damage arising out of legal action for direct patent infringement in connection with the Seller's manufacture of Product, provided the Setter is notified promptly of auy such action with complete information and is given an opportunity to defend. 14. SECURYIY INTEREST. The Buyer hereby grants to the; Seller and the Seller hereby retains a security interest in all Products furnished by the Seller and the proceeds thereof, until the purchase prig: therefore is fully paid. Buyer agrees to execute such financing statements and other documents its Sellet may determine to be necessary to perfect such security interest. 15. GOVERNING LAW. Any agreement based on the acceptance of this offer shall be construed in accordance with and governed by the i..aws of the State of Kansas provided [fiat delivery terms shall be governed by INCOTERMS its published by the international Chamber of Commerce. i6. ASSIGNABILITY. Any agreement based on the acceptance of this offer shall not be assignable by the Buyer without the prior written consent of the Seller and any purported assigmncnt without such consent shall be void. 17. ENTIRE AGREEMENT. 11 accepted, this offer and the terms on the Seller's invoicing document constitute the entire agreement of sale and purchase of the product named heroin. No modification of this Agreement shall be of any force or effort unless in writing: and signed by the parties sought to be hound thereby, and no modification shall be effected by the acknowledgment or acceptance of purchase order forums containing different terms or conditions. -woov M� Wi AY/ North American Salt Company INVOICE A Compass Minerals Company Page 1 of 1 PLCASEfMMTTD: rWCRAL 040: f'AYFMNTTCfflM IA GE OATS ATLANTA�GA 30as4 -7d4a 48 1047632 NET 60 DAYS 3!61200$ 723 SOLD TO: 4(12129/C54512 SHIP TO: 5058081 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST STREET 54M E. 126TH STREET UNITED STATES OF AMERICA CAR t TE QF AMERICA 9i8<PW rnmi DATE SHMMD CUSTCMR F0 ®LLOP LACM CHM" Muef9 CMDERTYM 11995 ALIGUSMOMENSSONS 03/06108 WOB03E 181745 151745 SO CAMUR nAIL /TnUOX• KMPMZwTvM MCI EL i R wtff'MNz% T®IRTClfY 76599 SHIPPING POINT DELIVERED TRUCK B22 TAXSTATUS TAXID* IH:LEASS@ ISALESimp EXEMPT 00312D1550 I B22 PRODUCT DESOFfflyrKM TAX QUAMM UO! UWT PRICE EXTENDED PRCE 7517 BULK COARSE LA SALT Y 2&0800 TN 81.14 1,533.39 I I SUMMARY: PRODUCT 1,533.39 FREIGHT a FUEL SUBTOTAL 1,533:39. STATE TAX COUNTY TAX CITY TAX NESSAGES: TOTAL WEIGHT 50,180.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,533.39 Wx Szb *fCM*ft IR subowt be,. T. mmw ,arardftrmafS.�on aaca.rmsicbore,ftin.0k. CREDIT NOTE crermsecon�un►ot swstec �www.eme.cwn� IN US DOLLARS US p f C N 1 I 'i'i'sRMS AND CONDITIONS OF SALE L COFFER. No teens mated by Buyer in its bid. Putchasc Order. acknowledgment, or other form shall be binding upon the Seller except a> expressly agreed in writing by the Seller. Buyer is hereby, notified of the Seller's objection to acid rc•j6ction of any additional or different term, in Buyer 's bid. Purchase Order, acknowledgment, or other forms. THE SELLER'S PROPOSAL, iS EXPRESSLY LIMITED TO ACCEPTANCE UPON THE, TERMS AND CONDITIONS CONTAINED HEREIN. 2. PAYMENT. Buyer agrees to make paynient at Sellers location and at the time specified on the Seller's invoicing document in lawful money 'of the U.S..The Seller may, in its cote judgment, require such ether payment't;;rms as it deems appropriate, including full or partial payment in advance of shipment or by letter of credit. 3, PAST DUE ACCOUNTS. A finance charge of the lesser of 1.54 per month {189 APR) or the highest rate permitted by taw will be asses,ed on all past due accounts. Interest charged on it past due invoice will he assessed from the date of the invoice. 4. PRICES. EXCEPT AS OTHERWISE SPECIFIED iN THIS OFFER. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL 131. INVOICED, UNLESS OTHERWISE SPECIFIED iN TH1S.01-T.'ER- AT THE SELLER'S PRICE IN EFFECT ON THE SCHEDULED DAl'E OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts and promotional allowances. Any quemio }us by the buyer, 'shout file basic or accuracy of uu: pricing must be submitted to the seller in writing within 60 days of the date of the invoice. 5. CANCELLATION AND MODIFICATION. Orders tray be canceled by Buyer only upon (t) written or oral notice to the Seller subsequendy acccepted Rr writing by the Seller and (2) payment to Ilse Seller ail• reasonable cancellation charges to he solely determined by the Seller. 6. CREDIT. Credit payment terms must have the prior approval of the Seller's Credit Department and must be specified in wrnfng on the Sellci', invoicing document, If at any tine Buyer's financial responsibility becomes impaired or unsatisfactory to the Seller, Seller reserves the. right to stop shipment, on nouficution to Buyer and to demand payment in advance or at the time of delivery for future deliveries or to require other security satisfactor }•.to the Seller. and in the ab..,ence thereof, to cancel, withtnd liahili(}•, the unfilled portion of this contract. 7, TAXES. Any tax or other governmental charge now or hereafter levied upon production, severance, manufacture. delivery, vlorage. consumption, sale, use or shipment of Product,, ordered or sold will tie charged to and paid by the Buyer. Such taxes are not covered in the Seller's price. 8. DELAYS. All orders are accepted subject to the Seller's ability to make delivery at the time and in the quantities specified, aid the Seller shall not be liable for damages for failure to make partial or complete shipment or for the delay in making shipments. The Buyer shall be liable for any added expenses incurred by the Seller because of Buyer's delay in furnishing requested information to the Seller, delays resulting from order changes by the Buyca. or delay in unloading shipments at delivery point that arc the I•ault of Buyer. The Seller shall not be liable for delays or defaulLs in delivery caused by forces beyond tic control including, but nor limited to flood,. fires, storms, or other acts of God, by war of act of public enemy (m civil disturbance). strikes, lock -outs, shorl.rges of labor or raw- materials and supplies (including fuel) or production facilities, transportation service or equipment shortages or failures, action of any govemmmntal authority or other conditions bcYmd the Seller's reasonable control. 9. SI[IPMENT COSTS. L n)css otherwise specified on the Seller's invoicing doc•urnetL all tran,poruuion charges. including. but not limited to, carrier s charges for notification prior to deliver. demurrage caused by Buyer, delay in unloading. diversion• or reconsignment will be paid by the Buyer. 10. "TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products transfers to the Buyer upon delivery at the F'0.13. point identified our fire Seller's invoicing document. On receipt of title, the Buyer is then responsible for proper protection of• Products and compliance with all regulations and ordinances and will indemnify the Seller against all c•lainrs for personal injuries ar property damuagc arising from the storage. use of handling of such Products. Claims rot damage of shortage in transit roust be made by the Mayer against the Cauier. The Buyer has the responsibility to hispect shipments hefore or during unloading to identify tiny 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. 11. W:IRRANTY. The Seller warrants only that it will convey good title to the product and that, at the time (If shipment. the product will conform to the published specifications of the Seller. Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND. f:':XPRESSI :D OR IMPLIED. iS MADE BY SELLER, INCLUR IN(i ANY IMPLIED NVARRANTIES OF MERC HANFABILI rY OR FITNESS FOR A PARTiC'1:- LAR PURPOSE. Failure of the Buyer withing thirty (30) days after receipt of the Product delivered hereunder to gtvc notice that such product is not av no warranted ::hull he an u» qualiin:d acceptance of such Product and a waiver of all claims with respect (hereto. In the event of an alleged breach hereof by the Seller, the sole remedy availahlr w the Buyer t?n a'ccotiai[ of any defect in tfie Eirciduct'shaJl t 'liiuiited i6 [tie iepiace- ment of Stich detective product by the Seller. In the event the remedy provided hereut shall be deemed to have failed its Buv4•rshall he entitled only to a refund of the Amounts paid to the Seller for such defective Product. 12. LiMITATION OF.T.IABILITY. TtiL• BUYER SHALL NOT BE ENTi'TLED TO RECOVER FROM SELLER INC:'IDENT.AL, OR C6\S6OUENTt AI- DAMAGES OR EXPFNSES, INCLUDING, BUT NOT LltMITE'D 170. THOSE INCURRED ON AC'COUN f• OF THE QUALI FY OR AMOUNT OF PRODUCT' DELIVERED OR THE, NON- DELIVERY OF PRODUCT. The Buyer assumes add risks and liability for any dan[a_e to persons or property rc;ulung front the usa of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other substances or otherwise. 13. PATENTS. The Seller agrees to defend and protect the Buyer against loss or damage arising out of legal action fur direct patent infringement in onnec[ ion "nth the Seller's manufacture of Product, provided the Seller is notified promptly of any such action with complete information and is given an opprn amity to defend. 14. SECURITY [NT'ERF.ST. The Buyer hereby orates to the Seller and the Seller hereby retains a security interest in all Products furnished by the Seller and the proceeds thereof. until the purchase price therefore is fully paid. Buyer agrees to execute such financing statements and other documents as Seller may tietennine to be necessary to perfect such security interest. V 15. GOVERNING; LAW. Any agreement based on the acceptance of this offer shall be construed in accordance with and governed by the Law's of the Stag of Kansas provided that delivery terms shall he governed by INCOT T.RNIS as published by the international Chamber of Commerce. 16. ASSIGNABILITY. Any agreement based on the acceptance of this offer shall not be assignable by the Buyer without the prior written consent of the Seller and any purported assignment without such convent shall be void. 17. ENTIRE AGRF,EMENT. If accepted,, (Ili, offer and the terms on the Seller's invoicing docurent constitute the entire agreement of' safe and purchase of the product named herein. No modification of this Agreement shall be of• any force or effort unless in writing and signed by the parties sought w be bound thereby. and no modification shall be effected by the acknowdedgn[cut or acceptance of purchase order form: conuuirthi; different terms or conditions, 3 North American Salt Company IN A Compass Minerals Company Page 1 of 1 PLeAseMENTM.. FMWAL049: PAywNTTet� INVOr-EDATe eNlAaff' ATLA�A�G 4 Nmr 48- 1047632 NET 60 DAYS 2/22/2008 70164110 SOLD TO: 462129/C54512 SHIP TO: 505848 I CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET U OF AMERICA UNITED C AR ME L OF AMERICA 34lPPE rrKm DATE 1 2w6gw CtPSTcmafl Pa ®LLCF LAMM 0M efl HUvtwfl CODEfl TYPE 10995 AUGUSTROGMNSSONS 02121108 W0803W 174428 174428 SO CAWWR flAiLIT"UrKO ffiwPNZw TYPZ F.0® Pfuwaff am TMMTDM 76539 SHIPPING POINT DELIVERED TRUCK B22 TAX STAT F, TAi106 4wLRAw0 %kLEMRYP EXEMPT 0031201550 B22 i PRODUCT DEBCF#1 TM TAX QUAMMY UGM UMT PFWE EXTENDED PRICE 7517 BULK COARSE LA SALT Y 24.7400 TN 61.14 1,512.60 I SUMMARY: PRODUCT 1,512.60 'I FREIGHT FUEL SUBTOTAL 1,512.60 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT... 49,480.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,512.0 Thta Sab of Oooft Gt ea,aTsmmxndC*rdabrm of s� on e� ��o of iha r ik. CREDIT NOTE r 7 IN US DOLLARS US I TERNIS AND CONDITIONS OF SALE I, OFFER. No terms stated by Buyer in its bid. Purchase Order. acknowledgment, or other firm shall be hindine upon the Seller except as expressly agreed in writing by the Seller. Buyer is hereby notified of the Seller's ohjecuon to and rejection of any additional or different terms in Buyer's bill, Purchase Order, ucknowledgntent, or other forms. THE SELLER'S PROPOSAL iS EXPRESSLY LIMITED TO ACCEPTANCE UPON THE TERMS AND CONDITIONS CONTAINED HEREIN. 2. PAYMENT. Buyer agrees to make payment at Seller's location and ac the time specified on the Seller's invoicing document in lawful money of the U.S. The Seller may, in its sole judgment, require such other payment terms as it deems appropriate, including full or partial payment in advance of shipment or by letter of credit. 3. PAST DUE ACCOUNTS. A finance eharge of the lesser of 1.5% per month (J'M APR) or the highest rate permitted by law will be assessed on all pact due accounts. Interest charged tin a past due invoice will be assessed firm the dale of the invoice, 4. PRICES. EXCEPT AS OTHERWISE SPECIFIED IN THIS OFFER. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED, UNLESS OTHERWISE SPECIFIED IN THIS OFFER, A'1' THE SELLER'S PRICE iN EFFECT ON THE SCHEDULED DATE OF SHIPMENT, Prices on the invoicing document are net of all applicable discounts and promotional allowances. Any questions by the buyer. about the basis or accuracy of this pricing must be submitted to the seller in writing within 60 days of the date of the invoice. 5. CANCELLATION AND MODiFIC:AT.iON. Orders may be canceled by Buyer only upon (i) written oil oral notice to the Seller subsequently accepted in writing by the Seller and (2) payment to the Seller of reasonable cancellation charges to be solely determined by the Seller. 6. CREDIT. Credit payment terms must have the prior approval of the Seller's Credit Department and must be specified in writing on the Seller'. invoicing document, if at tiny time Buyer's financial responsibility becomes impaired or unsatisfactory to the Seller, Seller reserve: the right to stop shipment, on notification to Buyer and to demand payment in advance or at the tune of delivery for future deliveries or to acquire other security satisfactory to the Seller, and in the absence thereof, to cancel. without liability, the unfilled portion of this contract. 7. TAXER Any tax or other governmental charge now or hereafter levied upon production, severance, manufacture, delivery, storage. consumption, sale, use or shipment of Products ordered or sold will be charged to and paid by the Buyer. Stich taxes are not covered in the Seller's price. S. DELAYS. All orders are accepted subject to the Seller's ability to make delivery at the time and in the quantities specified, and the Seller shall not he liable fur damage, lit failure to stake partial or complete shipment or for the delay in making shipments. The Buyer shall he liable for any added expenses incurred Ley tile. Seller because of Buyer's delay in furnishing requested information to the Seller, delays resulting front order changes by the Buyer, or delay in unloading shipments at delivery point that tire the fault of Buyer. The Seller shall not be liable for delays rn defaults in delivery caused by forces beyond its control including but riot limited to floods. fires, storms, ur other acts of God, by war or as of public enemy (or civil disturbance), srikes. lock ours, shortages of labor or raw maiterials and supplies (including fuel) or production facilities, tansportution service or equipment shortages or failures, action of any governmental authority or other condition, beyond the Seller's reasonable control. 9. SHIPMENT COS'T'S. Unless otherwise specified on the Seller's invoicing document, all transportation charges, including, hilt not limited to, carr'ier's charges for notification prior to deliver, deirmnage caused by Buyer, delay in unloading, diversion. or reccwsigntrient will he paid by the Buyer. 10. TRANSPORT RiSKS AND Ci.AIMS, Risk of loss and title to Products transfers to the Buyer upon delivery at the FO,B, point identified on the Seller's invoicing docurent. On receipt of dale, the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify [lie Seller against all clairus for personal injuries or property damage arising from the storage. use of handling of such Products, Claims for damage or shortage in ransit must be made. by tile: Buyer against the Cartier. The Buyer has the responsibility to inspect shipments before or during unloading to identify any such daniago or shortage and see. that appropriate notation is uulde on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. I 11. WARRANTY. The Seller w•annnts only that it will convey ,cord title to file puxluc•t and that, al the little of shipment, the product will conform to the published specifications of the Seller. Seller's specifications tire subject fo change al any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, IS MADE 13Y SELLER, INCLUDING ANY IMPLIED WARRAN'TIL S OTa MERCHANTABILiTY OR FTTNGSS FOR A IMRTICl- LAR PURPOSE. Failure of the Buyer withing thirty (30) days after receipt of the Product delivered hereunder to give notice that such proJud is not as so warranted swan be an unqualified acceptance of such product and a waiver of :dl claims with respect thereto. in the evert of an alleged breach hereof by the Seller, the sole remedy available to the Buyer on account of any defect in the• product shatll be limited to the replace incnf of such defective product by the Seller. In die event the remedy pnrvidcdl herein shall be deemed to have failed its essential purpose, then the Buyer shall he entitled only to it refund of the amounts paid to the Seller for such defective Product. 12. LINInwrION OF LiABiLITY. THE BUYER SHALL NOT BE E ".N'TITLf� :D TO RECOVER FROM SELLER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES, INCLUDING. BUT NOT LIMITED TO, THOSE INCURRED ON ACCOUNT OF THE QUALITY Oft AMOUNT OF PRODUCT DELIVERED OR "THE NON DELIVERY OF PRODUCT. The Buyer assumes all risks and liability ]'()rally damage to persons or property resulting front the use of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other substances or otherwise. 13. PATENTS. The Seller agrees to dereud and protect the Buyer against loss or damage, arising out of legal action for direct patent infringement in connection with the Seller's marl Lire of Product, provided the Seller is nodfied promptly of any Such action with complete information and IS given to opportunity to defend, 14. SECURITY INTEREST. 1'lie Buyer hereby grants to the Seller and file Seller hereby retains a security interest in all Products furnished by the Seller and the proceeds thereof, until the purchase price therefore is fully paid. Buyer agrees to execute such financing statements and other doc•utnents as Seller may determine :o he necessary to perfect such security interest. 1.5. GOVERNING LAN'. Any agreement based on file acceptance cat' this Offer shall be construed in accordance with and governed by the Laws of the State of Kansas provided that delivery tams shall be, governed by INCOTERMS as published by the International Chamber of Commerce. 16. ASSIGNABILITY. Any agreement based nn the acceptance, of this offer shall riot he assignable by the Buyer without the prior written consent ol'tbe Seller and any purported assignment without such consent shall he void, 17. ENTIRE AGRF,Rt1IENT. If accepted, this offer and the terms on the Seller's invoicing document constitute the entire agreement of sale and purchase of the product named herein. No modification of this Agreement shall be of any force or effort unless in writing and signed by the parties sought to be bound thereby, and no modification shall be effected by the acknowledgment or accepumce of purchase order forms containing different terms or conditions. AY/ North American Salt Company A Compass Minerals Company INVOICE Page -1of1 PLEASE RENT TO* FEDERAL DO: PAYNOWTEM,15 INV=EMATE INVOtr'ENuhmeP A L A NTa ZG A 48- 1447632 NET 60 DAYS 314/2008 701 749 SOLD TO: 462129/054512 SHIP TO: 505W8 1 CS54514 CARMEL UTILITIES CARMEL UTILITIES i 3450 W. 131 ST STREET 5484 E. 1 25TH STREET t I7ED STWAS OF AMERICA CAR UNITED 7ATES OF AMERICA i2D PH 4 DATE= CU TC%wn FO WLL CrEAnsm Ctf=WtURABEH CIRDENTYPE losm AUGUSTROMEiiSSONS (}31OV08 VV0805E 178843 178843 SO CAF'umn MLJTnUCKf emu PFAffir TYPE P.06, Vrd1r- RTerFa% TM,7mAY 76598 SHIPPING POINT .DELIVERED TRUCK B22 TAX -TATUM TAX ID O KEL AS2 0 °.A LE IMP EXEMPT 003120 B22 PRODUCT DEBuRvrxffl TA,% mw mw uou utaT PFwE Ex PFICE 7517 BULK COARSE LA SALT Y 24.7100 TN 01.14 1,510.77 I SUMARY: I PRODUCT 1,510.77 FREIGHT a FUEL SUBTOTAL 1,510.77 STATE TAX CO C� TAX MESSAGES: TOTAL WEIGHT.. 49,420 -0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7250 THANK YOU FOR YOUR ORDER PLEASE PAY t- r WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,510'77 T„ asr30=ds1 �e,aTff�,��,a �e ��es�e�s,o.���srn,inl�ko CREDIT DOTE r t5, mmid �f awsttosralnems! enals.namC.eom� IN US DOLLARS Us I 1 r TERMS AND CONDITIONS OF SALE 1. OFFER. No teens stated by Buyer in its bid. Purchase Order, acknowledgment, or other form shall be binding upon the Seller except as expressly agreed in writing by the Seller. Buyer is hereby notified of the Seder's objection to and rrjecuou of any additional or djlfeient terms in Buyer's bid, Pmchase Order, acknowledgment, or other fortis. THE SEi_L.Ii:R'S PROYOSAI., IS EXPRESSLY LTviPI'ED TO ACCEP "I'ANC ;E UPON THE "PL'RR1S AND CONt ?lI'tl)NS CONi'AINED HEREIN 2. PAYMENT. Buyer agrees to make paynicnt at Scllei's location and at the tune specified on the Seller's invoicing document in lawful money of the U S. The Seller tray, in its sole judgment. require such other payment terms as it deems appropriate. including full or partial payment in advance of shipment or by letter of cre(it. 3. PAST WE ACCOUNTS. A finance charge of the leaser of f,5cb per month I'W.- APR) or the highest rate permitted by law will he assessed on all past clue accounts. Interest charged un it past due invoice will he assessed from the date of the invoice. 4. PRICES. EXCEPT AS OTHERN ISE SPECIFIED IN THIS OFFER. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WTLI, Bl INVOICED, UNLESS OTHERWISE SPECIFIED iN THjs OFFER, NI'THE SELLER'S PRICE IN EFFECT ON THE SC :a- iEDULLD D;CTE OF SH1PNIEIKT. Prices on the invoicing ducnruent are net of all applicable discounts and promotional allowances. Any questions by the buyer, :about the basis or accuracy of rill.; pricing must be submitted to the seller in writing within 60 days of the (late of the invoice, 5. CANCELLA770N AND MODIFICATION. Offers may be canceled by Buyer only upon 1) written or oral notice to the Seller auhsequendy accepted it writing by the Seller and (2) payment to the ScAci of reasonable cauaafation charges to he solely d.;termined by thc_Seller. 6. CREDIT. Credit payment terms mast have the prior approval of the Seller's Credit Department and must be specified in writing on the ScIL iwmicing document, If at any time Buyer's financial responsibility becomes impaired or unsatisfactory to the Seller, Seller reserves the ri to stop shipment. on notificatiou to Buyer and to demand payment in advance or at the time of delivery for future dehveriea or to require other security satisfactory to the Seller. and in the absence thereof, to cancel, without liability, the unfilled portion of This contract. 7. TAXES. Any tax or other g overnmental charge now or hereafter levied upon production, severance. manufacture. delivery, storage, consumption, side, use or shipment of Products ordered or cold will he charged to and paid by the Buyer. Such taxes are not covered in the Seller's price. 8. DELAYS. All orders are accepted subject to the Seller's ability to make delivery at die time and in the quantities specified and the Seller shall not be liable for d, triages fur failure to make partial or complete shipment or for the delay in making shipments. The Buyer shall be liable for any added expense; incurred by the Seller because of Buyer's delay in furnishing requcsted information to the Seller, delays resulting from order changes by the Buyer. or delay ill unloading shipments at delivery point that are file fault of Buyer. The, Seller shall not be liable for delays or defaults in delivery caused by forces beyond its control including but not limited to floods. tires, storms, or other acts of God. by war or act of public enemy for civil disturbance), strikes, lock -outs, shortages of labor or raw- materials and ,upplics (including fuel) ur production facilities, transportation service or equipment shorragcs or failures, action of any governmental authority or other conditions beyond the Seller's reasonable control, 9. SHIPMESNT COS'T'S. finless otherwise specified on the Seller's invoking document, it]] transportation charge:. including. but Pot limited to, carriers chaigcs for notification prior to deliver, demurrage caused by Buyer, delay in unloading, diversion. or rec•onsignment will be paid by the Beyer. 10. TRANSPORT RLSKS AND CLAli'4IS. Risk of loss and title to Products transfers to the Buyer upon delivery at the F.O,B. point identified out the Seller's invoicing document. On receipt of ude. the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indettuuly the Seller against all clainis for personal injuries or property dhmatge arising from the storage. use of handling of such Product-,. Claim, for damage ou shortage in transit mull be made by the Buyer against the Ci uiicn—TIic.Buyer has'the rtispousi6iiny fo'iusjiut sluporieuts- fiefori'or during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspegtion. report furnished hy'llre local agent of the carrier in order to support a clidtn. 11. WARRANTY. The Seller warrants only that it will convey good title to the product and that. at the tiiric of hipment. the product wilt ci nfurnn to tie published specifications of the Seller. Seller's specifications are subject to change at any time without uotice to Buyer, NO OTHER WARRANTY OF ANY KIND. EXPRESSED OR IMPLIED, iS MADE BY SELLER, INCLUDING ANY IMPLIED WARRAN'lIES OF IVILR61fANTABILiTY OIt FrrtiESS FOR A mViTC'L'- LAR PURPOSE. Failure of the Buyer withing thirty t30) days after mceipt of the Product delivered hereunder io give notice that such product is not a\ .so warranted shall tee an unqualified acceptance of'such product and a waiver of all claims with respect thereto. II In the event of an alleged breach hereof by the Seller the sole remedy avautable to the Buyer on account of any defect in the product Shull he limited to the replace- ment of such defective product by the seller. In the event the remedy provided herein shall be decried to have failed its essential pui pose, then the Buyer shill be entitled only to a refund of the. amounts paid to the Seller for such defective Product. 12. i.JS1rfAnoN OF LIABILITY. THE BUYER SHALL NOT Bi' ENTITLED TO RECOVER FROM SELLER INCIDENTAL OR CONSLQUEN rIAL DAMAGES OR EXPENSES, INCLUDING, BUT NOT LIMITE.,D TO, THOSE INCURRED ON ACCOUNT OF THE QUALITY OR AMOUNT OF PRODUCT DEiLIVERED OR T14E NON DELIVERY OF PRODUCT. "Die Buyer assumes all risks and liability for any damage to persons or property resaluug horn the use of the product delivered hereunder in manufacturing processes of lie Buyer or in combination with Other substances or otherwise. 13. PATENTS. The Seller agrees to defend and protect the Buyer against loss or damage arising out of legal action for direct patent infringement in :onnectoon will the Seller's manufacture of Product, provided the Seller is notified promptly of any such action with complete information and is given an opportunity to defend. 14. SECURITY INTEREST. The Buyer hereby grants to the Seller and the Seller hereby retains a security interest in all Product, furnished by the Seller and the proceeds thereof. until the purchase price therefore is filly paid. Buyer agrees to execute such fiinaucing statement, and other documents as Seller may derc•nnine t., be nece *Barg to perfect such security interest. 15. GOVERNING LAW. Any agreement based on the acceptance of this offer shall he construed in accordance with and governed by the Laws of the State of Kansas provided that delivery terms shall he governed by INCOTFRNlS as published by the International Chaniher of Commerce. 16. ASSIGNAmuTY. Any agreement based dm the acceptance of thi, offer shall not be assignable by the Buyer without the prior written consent of the Seiler anti any purported assignment without such consent shall be void. 17. ENTIRE AGREEMENT. B' accepted. this offer and the temis on the Seller's invoicing document constitute the entire agreement of' sale and purchase of the product named herein. No modification of this .Agreement shall be of any force or effort unless in writing and signed by the partie.< sought to be bound thereby. and no modification shall be effected by the acknowledgment or acceptance of purchase order forms containing different ternis or conditions. 't AY/ North American Salt Company I NVOIC E A Compass Minerals Company Page 1 of i FLEASERF07M.' FEDERAL DO: PAYMEWTeRIAs Ififl�C:eoATE �NYOFGePU&Me" A�A�A,GA a- 46- 104763 NET 60 DAY3 314/008 70170075 SOLO TO: 462129 /G54512 SHIP TO: 5058081 CS54514 CARMEL UTILITIES CARI+IEL UTILITIES 34W W. 1;31 ST STREET 5444 E. 126TH STREET L ArrED SVfES OF AMER AMERICA t�N�D STATES OF AMERICA I i F Wr s oatTt SFiIFReD c4f°67Oi`BeflFO ALL W to DO= 4ff1 ntftt uz" CIR AUGUSTROBBRISSONS OV d ONGS wom5 178UO i 788dU SO bMPfAZWTYM MEL rTwMw TZWV TeRFamny 765% SHIPPING POINT. DELIVERED TRUCK B22 TUS TAX 100 RELEASE 0 %ALB fiEP EXEMPT QX012015W B22 PFMMT DPBCRlPTE N TAX QUAtMTV UOM UMT PFME EXMIDED PRCE 7517 BULK COARSE LA SALT Y 25.1300 TN 51.14 1,538.45 i I SUMMARv: PRODUCT 1,556.65 FREIGHT FUEL SUBTOTAL 1,5.65 STATE TAX COUNTY TAX CITY TAX WESSAGES. I TOTAL WEIGHT 50,250.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1 -800- 743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY t- WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1 Tt, M 2b of ClooCs to 1* 0w'rarms.2nd C+ersiR6 m c4 Ira* c,-t 9ro romme side of thin Invoke CREDIT NOTE i�rmssndGortdt irmot ar.ahQSVat �wwtir.ns3ascom} IN US DOLLARS US I a t TERMS AND CONDITIONS OF SALES 1. OFFER. No terms stated by Buyer in its hid. fluichase. Order. acknowledgment, or o +her turn) shall he binding upon the Seller except a, expressl agreed in writing by the Scller. Buyer N hereby notified of the Seller's objection to and rejectiou of an% additional or different term, inn Buvcr 's bid. Purchase Order, acknowledgmettl, or oilier forms, rifE sF I.R'S PROPOSAL IS EXPRESSLY LIMITED TO ACCFP"1ANCE UPON THE "TFRNIS AND CONI)II'1C)tiS CONTAINED HEREIN. 2. P.AY'LIE L Buye) .agrees to make payment at Seller's locariov) and ar the mne Specilied on the Seller's invoicing document ill hiwfvl money ,if d: t .S The Seller tray, in its Solc,ludl;ment, require such other payment terms a, it deems appropriate, including fit( or partial payment in adtance of ship)nCnt Or by letter of a'ectit. 3. 1' DUE ACCOU S'rS. A finance char =tc of the les of 1. t% per month (1R i AJIR t or the highest rare permitted by lam will he assc on all pin) chi, accounts. Interest changed on it past chic invoiec% will be assessed tiom the dine of the hnvricc. 4. PRICES. EXCEPT AS OTHERWISE SI T?C H IED iN THIS OFFER. PRICES ARE St TO C'II-\NGE WITHOUT NOTICE. ORDERS WILL BE INVOK UNLESS OTIiE RWISE SPECIFIED IN "PHIS OFFER, AI'THI SELLER'S PRICE; IN EFFEC I't tN T'HE SC:IREDULLD DNIT, OF SHI- 11MENT. Prices on the invoicing document are net of all applicable discounts and promotional allowances. Any gocsrrom by the buyer, shout the bast or accuracy of rhi, pricing mull he submitted to the seller in writing wnhin 60 day s of the date of the invoice. S. CANCELLATION AND MODIFICATION. Orders may be caneekd by Buyer orily upon (1) written of Oral nonce to the Seller soli eyucmly accept,d it writing by the Seller and 12) pavinent to the Seller of reasonable cauccllation charges to be solely determined by the Seller. 6. CREDIT. Credit payment terms must have the prior approval of the Seller's Credit Department and musi he specified in treat: t on ire steel,•:', nt•,oreiirfu doctuncnt, [fat any time Haycr's financial responsihality becomes impaired or un,atisfacto)v- to the Seller, Seller )'e•,eI VC, 1110 riehi to ;top shipunrtn, on nrn:GCmion to Buyer and to demand payment in advance or at the time of delrvety for future deliveries to to require other ecmjiy sati to the Seller, and to the absence th,te +f, to cancel, without liability, the unfitted portion of this contract. 7. 'TAXES. Any tax or other vovetunental charge now or hereafter levied upon production- SevcranCl'. manufacture. delivery. ,forage. consumption, ;,.dc, rise or sbipn)ent of Produets otderect or sold will he charged to and paid by the But•er. Such taxes itru not covered it tine Seller', price S. DELAYS. All orders are accepted ,uhjeQI to the Seller's ability to make delivery at tine time and in the quantities specified, imd :h," Seller shall not be liable for damages for failure to make partial or complete shipment or for the delay in making shipment,. The Buyer shall be liable for into added expenses incuired by the Seller because of Buyer's delay in furnishing nequemed information to the Seller, delays rcsuhing from order clmnee by the Buyer. or delay in unloadiu,t chipinents at deitvcn point that are the fault of Buyer. The Seller shall not be liable itx delays or defaults in delivery caused by force heywid it control includin but not imni!ed to flood,. tires, storms, or other acts of Clod, by war or act of public enemy to eivil dMurbauce), strikes, lock -outs, ahnrtages of labor or raw waterial., and ,upplies (including fuel) of production faciliue,, transportation seniae or equipment .shortages or failures, uetion of any ,0VCrnmemal authority or other condidous bcvoud the Seller's reasonable control. 9. SHIPMENT COSTS. unfes, otherwise; specified on the Seller's invoicing documeot, all transportation clt.aiges. including. but not limited to, carrier's charges for rwtif ication prior to deliver, demurraee canscd by Buyer, delay ire rmloading. diversion- or reconsignment will he paid by the Iim o. 10. T HANSPORYR' RISKS AND CLAIMS. Risk of loss and tick ut Products transfers to the Buyer upon delivery in the F.O,B, point identifi :d )it the Seller's Involving document. On receipt of ude, the Buyer is then tespon'ibie for proper pruteclion of Product, and compliance with all reguuhnuons and ordinance: and will inde nnuft the. Seller against all claims for personal injuries or propert y dainiage arising from the storage, use of handfiug of such Products. Claim, for lama <_e of shot €a„ e in transit must be made by the Bmcr aga in�t the C' ;ittie, %'Tl #ovate tia< tlte,resjx 5a:itt ji ct shilinreml; fo4for ^'6a :d tit unhmthrig fo identify any rich damage or shonaae and sex that oppiopriatc notation is mlid, ou the delivery ti kets or nn inspection reFori Fri noshed Yv tttc local. agent of the carrier in order to support a claim 11. 41: -1RRa YT The Seller wnmmts only ttatt it will convey gt3 =tad tiGc to the product :;rid Shat. at the time <,f 'hipnnent. the )rtkltici urill erind'orm ui tine ='ut`itished spec iticittions of the Sell-:r. Seller's speciiiciitions are subject t•> r.h.ntge at an% tim.t without notice to huger. NO 01 'HFR W ARR'ANTY OF AN KIND, EXPRFSSI:D OR IMPIALC). iS NIrADE BY SHA -HR, INCLUDING ANY IMPLIED WARRAMILS OF Nil RCd €ANTABIC ITi OR FTTMES.S FOR A PARTIC'1=- t :1Iz Yl,RPOSE. Failure the Buyer withiug Iiiiny- (.3f)) d,)y after rec ;:ipt trf the Product delivered hereunder io e,ive notice that soeh im?duct is nova, so wiatsuted shall be an uuyualilied aee::ptance of such product and a wiener Of all elaim� with respect ihareto. in the event of an alleged breach hereof by the 4elier, the sole remedy it unable to the Bu} nr on account of any ocfect in the product ,hall be limited to the eplaCc- nicm ol'such defective product by the Seller. h) the event silt, retired) provided he-rum shun he deerned to hate failed its essential puipu.,e, then the Bvy.r shall be entitled only to a refund of the amounts paid to the Seller for such defecuv: Product. 12. 1"IMITA"TION OF LIARIIATY. "I HE BUYER SHAR"1, NOT HE ENTITLED TO RF,CC)VER FROM SFIA -FR INCIDE :N'VAL OR COM1,Ot; N"UtaAL L)AMAC ES OR E`CPFNS[:S, INCLUDING, BU F NO '1 I_I1- -UTE;D IT). THOSE IN("ORRED ON ACCOl_.NF OF THE Q(IA[.I']')' OR AMOUNT (A PRODUCT 1)i ;i,iVERED OR THE ;C)ti- :>ELIVIiRY OF t'Ri :}DUC t "Ifne Buyer its uoxs all risks a rid liability for any damage to persons or 1•ronerty ie,udting f•om the ,e o; the product delivered hereunder in manufacturing processes of the Buyaa Or in combination, w -ittn other,uh :n ofbcmi,e. 13. PATENTS. The Seller agrcc, €o defend anti protect the Buyer against loss or datnaE; arising out of legal action for direct patcw of iingement to orilccuoli w ith the Seller's manufacture (if Product, provided she Setter is notified promptly of tiny such action with complete information ant] is gitcn an opportunity to 3!terld- Id. SIiCURITY INTEREST. The Buyer hencby grants to the Seller and the Seller here b% retains a securm interest in all Product, furnished by the Seiler and the proceeds thereof. until tht puicttase price tncratire is fully paid. Buyer agrees to execute such financing ;tate•nrent, and other do: utocnt, as Seller iii determine to he nc„c=saty to perfeet such "'purity intere't. 15. GOVERNING LAW Arty agreement based on the acceptance of this offer shall he construed in accordance with and gotemed by the Laws of the Stitte of Hansa, provided that delivery terms .hall he governed by INCO'I LR1IS a, published by the Inteniational Chamber of C ommcrec. 16. ASSIGNABILITY. Any agreement based t the acceptance of thi, offer shali not be a „unable by the Buyer without the pior krinten consent Of the Seller and an lnuported assigmnent without such eonwnt shall be void. 17. F :ti'1'IRF AGREEMENT. NT. If acceptcti. tlu, offer and the tern), on the Seller's in document constitute the entire agreement of ,ale and pureha,e, of the product named herein. No modification of this A ;gwement shall he of any force or effort unless in tvi and iened by the parties sought to be hound ihcreim and no modification shall be effected by the acknow- ledgment or acceptance of purchase order form, conlaining different terms or conditions i North American Salt Company INVOICE A Compass Minerals Company PwP -1of1 FLEASEffeWTTO: FEDERALR76: FAYMFPMTE"hm INVQIGEOATE INVOIGENIl1.f8ER An 2GA 7043 48- 1047632 N ET 60 DAYS 3/6/2008 70172202 SOLD TO: X1291 C54512 SHIP TO: 505WB CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST STREET 5484 E. 125TH STREET UNITED STATES OF AMEFUCA UNITED O AMERICA 9f�PEDPflF� DATE9fM"MM cusitawnso ®LLCPLACMG ORDlRRQm urn QRDETY io995- AUGUSTROBSENSSMIS 031WOB W0805E 178848 178848 CA§MR RMLfTRUCK9 EM TYPE KUM FR4!l91m1TTOMM 75599 SHIPPING POINT DELIVERED TRUCK TAX%TATUS TAXIDD RRUEAM0 SALR3,REP EXEMPT 00312D 1550 B22 PRODUCT DMORUMM TAX GUAMM UOM UNIT PRCE EXMDED PRCE 7517 BULK COARSE LA SALT Y 25.3800 TN 61.14 1,55234 sUNHARY: PRODUCT 1,55234 FREIGHT ar FUEL SUBTOTAL 1,55234 STATE TAX COUNTY TAX CITY TAX WSSAGES: I TOTAL WEIGHT 50,780.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,552.34 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Thti %aft of Oooda d b u,aTamaandGordRbraol SWb on tm rarar skko of fhIs Irwota CREDIT NOTE R°"m=dC*ndMbm f b am aim r''°''ft w.nx Lcom�. IN US DOLLARS US i TERMS AND CONDITIONS OF SALE 1. OffER. No terns stated by Buyet in its bid. Purchase Order, acknowledgment, or other form shall be binding upon the Seller except as expresty agreed in w•ritiru; by the Seller. Buyer is hereby n,11ifiod of the Seller's- ohjec•tion to and rejection of any additional or different terms in Buyer's bid, Purchase Order, W nowledgment, or other forms. THE SELLER'S PROPOSAL. iS EXPRESSLY 0,MI'1 "ED TO AC CEP'1'ANCE'UI'ON THE'1'LiRMS AN t) CONI)I'I'10NS CONTAINED HEREIN. 2. PAYMENT. Buyer agrees toinake payment at Set lei's1ocation and at the tittle specified on the Seller's invoicing document in lawful money. of rite U.S. fire Seiler tray, in its sole judgment, require such other payment terns as it deems appropriate, including full or partial payment in advance of shipinem or by letter of credit. 3, PAST DUE ACCOUNTS: A finance clfar ;c of the lesser of l.5 per month (18t %r APR) or the highest rate permitted by law will be assessed on all lease du- accounts. Interest charged on it past cite invoice will he assessed from the date of the invoice. 4. PRICES. EXCEPT AS OTHERWISE SPECIFIED IN T'HiS OFFER. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED, UNI ESS OTHERWISE SPECIFIED IN THIS OFFER, ATTHE SELLER'S PRICE IN EFFF.C"TON THE SCHEDULED DATE OF SHiPMENT Prices on the invoicing document are net cif all applicable discounts and promotional allowances. Any questions by the buyer, shout the accuracy of this pricing must be submittecl. the seller in writing. within 60 days of the date of the invoice. 5. CANCELLATION AND MODIFICATION. Orders may be canceled by Buyer only upon (1) written or oral notice w the Seller subsequently accepted it wtitjng by the Seller and (2) payment to the Seller of reasonable cancellation charges to be solely determined by the Seller. 6. C:REDiP. Credit payment terns must have the prior approval of the Seller's Credit Department and must he specified br writing on t C Sells•; nroicing document, [fat any unite Buyer's financial respon,ibility becomes impaired or unsatisfactory to the Seller, Seller reserves the right to stop shipment. on noificaaion to Buyer and to demand,payment in advance or at the time of delivery for future de•liverie, or to require other security satisfactory. io the Seller, and in the ahsen.x thereof, to cancel, without liability, the unfilled portion of this contract r •7.t.TAXES. Any tax or other' eoverurnental charge noiw.or hereafter levied upon production- severance. nrariufactere. delivery, storage, consurnption, ;ale, use or shipment of Product ordered or sold will be cbirged to and paid by the Buyer. Such taxes are not covered in the Seller's price. 8. DELAYS. All orders are accepted subject to the Seller's ability to make deliveiv at the time and in the quantities specified, and dio. Seller shall not he liable for damages for faultre to make partial or complete shipment or for the delay in making shipments. The Buyer shall be liable for any .added expense, incurred by the Scher because of Buyer's delay in furnishing requested information to the Seller, delays resulting from order change; by the Buyer. or delay in unloading shipments at delivery point that are the fault of Buyer, The Seller shall not be liable for delays or fit laults in deliver} caused by forces beyond its control including hill roc limited to floods. fires, storms, or other acts of God, by war iii act of public enemy for civil disturbance), suikcs, lock -out;. shortages of labor or raw materials and supplies (includine fuel) or production fac•ilitics, trnspo station service or equipment shortages or failures, action of any govemniental authority or other conditions beyond the Seller's reasonable control. 9. SHIPMENT COSTS. Unless otherwise specified on the Seller's invoicing document, all transportation charges. including. but not limited to, carriers charges for notification prior to deliver, demurrage caused by Buyer, delay in unloading, diversion, of reconsignment �a ill he paid M the Buyer. 10. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products transfers to the Buyer upon delivery at the F.O.B. point identified oil the Seller's invoicing document. On receipt of title, the Buyer is then responsible for proper protection of Products and compliance with all reguliaions and ordinances and will indemnify the: Seller against all clainis for personal injuries or property cartage arising from the stOrase. Use of handling Of such Products. Claims aims foi damage of shortage in transit must be made by the Buyer against the Carrier. The Buyer has the responsibility to inspect shipments before or during unloading to identify any such carnage or sbortage and see that appropriate notation is made on the deliver} ticket; or an inspection report furnished by lire local agent of the carrier in order to support a claim. 11. 8VARRANTY. The Seller warrants only that it will convey good title to the product anti that. at the time of shipment. the product will conform to thee published specifications of the Seller. Seller's specifications are subject to change at any time without notice io Buyer. NO OTHER WARRANTY OF ANY KIND, F)ff OR IMPLIED. IS NIADE BY SELLER, INCLUDING ANY IMPLIED WARRAN,1lES,OF MERCHANTABILT t'Y 012 FITIN SS FOR A?.ARTTCL 1. AR PURPOSE. Failure of the Buyer wrhing thirty (30) days after receipt of the Product delivered hereunder to give notice that wi rr th product i, not ii, so weautcd shall be an unqualified acceptance of such product and a waiver of atl claims with respect thereto. In the event of an alleged breach hereof by the Setter, the sole'remedy avaitahle to the Buyer oat account of amt defect in,thq Inod'uct shall be limited to'the replace- rent Of such defective product by the Seller. In the event the remedy provided herein ;hall be deemed to have failed its esiettiat pupcsse, there the L3ttver sl' d1 be entitled only to a refund oleic amounts paid to the Seller for such defective Product. l 12. LINIFLYTION -bl'. L,LABII.IT.Y,_THE'.BUYER SHALL, NOT BE ENTITLED TO RECOVER FRON4 SELLER INCIDENTAL OR CONSEQUENTIAL O U,1,l1AGE5 R EXPENSES, INCLUDING,, BUT Pt UT NOT LIM'tD TO. THOSE INCURRED ON ACCOL;N f' OF THE QUALITY OR AMOUNT 01 PRODUCT DELIVERED OR THE NON- DELiVERY OF PRODUC "l. The Buyer as�unnc•s fill risks find liability for any damage to persons or property resulting horn the use of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other substances or otherwise. 13, PATENTS. The Seller agrees to defend and protect the Buyer against loss or damage arising out of legal action for direct patent infringement in Jonnectiott with the Seller's manuftneture of Prxhtct, provided the Seller is notified pronipdy of any such ac iron with complete htfonnation and is given iii opporttinily to defend, 14. SECURITY FNTF.RESC. The Buyer herehy grants to the Seller and the Seller hereby retains a security interest in all Products furnished by the Seller and the proceeds thereof. until the purchase price therefore is frilly paid. Buyer agrees to execute such financing ctaternents and other documents as Seller ntay determine to he necessary to perfect such security interest v 15. GOVERNING LAW. Any agreement based off the acceptance Of this offer shall he construed in accordance with and governed by the Laws of the State of Ktusas provided dial delivery terms shalt he governed by INCOTERMS as published by ihw International Ctwinher of Commerce, 16. ASSIGNABIuTY. Any agreement based on the acceptance of this offer shall not be assignable the Buyer without the prior written consent of the Seller and iuiy puponed assignment without such consent shall be volid 17.. ENTIRE AGREEXIENT. If accepted, this offer.5nd the terms on the Seller's invoicing docurent constitute the entire agreement of'sale and purchase of the tiroduct muted herein. Nis modification of this Agreement shat! he of any force or effort unless in-writing and signed by the parties sought to be bound thereby. and no modification shall be effected by the acl,nbwledgtnent or acceptance of purchase order forms coaainim; different terms or conditions. t North American Salt Company INVOICE A Compass Minerals Company Pam 1 of 1 PLEASEffENITTO: PEDVIAL08: PAY6�NTTEff1.iS INYCHM[ATE IWOC&NI1MM P.O. mM -7W 48- 1047632 NET 60 DAYS 316/2008 1 70172201 SOLD TO: 482129/C54512 SHIP TO: 505MB 1 CS54514 CARMEL UTILITIES CARMEL UTILITIES W TF M ST 4w74 CA ELFIN S UNITED STXfES OF AMERICA UNITED STATES OF AMERICA rliOm "Tr sfmnv® r usTcm fv FO ®LLQ LAMS; CHWE MNIMR oAOEnTYV! lows AUGUSTROBBENSSONS 03105108 WQwSW 17aM 178845 SO CAMUR RMLIT"UCKB n=FFzZwTvM MOIB TEMM TwIIITow 76599 SHIPPING POINT DELIVERED TRUCK B22 TAXSTATVS TAXID® RELEASE 5ALB1@p EXEMPT 0031201550 B22 "M WT DMORUMM TAX QUANMY UOU UMT PME EXTENDED MCE 7517 BULK COARSE LA SALT Y 25.2304 TN 01.14 1,542.50 SUNIJARY: PRODUCT 1,542.56 FREIGHT a FUEL SUBTOTAL 1,542.56 STATE TAX COUNTY TAX CITY TAX NESSAGES: TOTAL W EIGHT 50,460.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE. APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,542.58 Thh S�af Goods r: b em Tammsnd Cond3brmof Sm on sw raama af 8ds Iromko CREDIT [COTE cTO�s,doan�br�'w IN US DOLLARS US S' TERMS AND CONDITiONS OF SALE y 1. OFFER. No terms Gated by Buyer in its bid. Purchase Older. acknowledgment, ocother form shall be binding upon the Seller except as expressly agreed in writing by the Seller. Buyer is hereby notified of the Seller's objection to and rejection of any additional or, different terms in Buyer s hid- Purchase Order, acknowledgment, or other forms, THE SELLER'S PROPOSAL IS EXPRESSLY" LIMITED TO-ACCEPTANCE UPON-THY! "I'I:KN•iS AND CONDITIONS CONTAINED HEREIN. 2. PAYMENT. Buyer agrees tci'make payniem at Seller's locaticnn and at the time specified on the Seller's invoicing document ill lawful money 6f the U,.S: T'Iic Seller may, in its sole judgment, require sncli other ,iavmenf ier'ms'as it deems apptopriatc: including full or partial payment in advance of shipment or by, lettar of cred.i I. i 3. PAST DUE ACCOUNTS. A finance charge of the lesser of 1 ;5 per month (I APR) or the hichest rate permitted bylaw wiirhe asses,ect on all past clue accounts. Interest chat ged on it past due invoice will he assessed from the date of the invoice:. V 4. PRICES. EXCEPT AS OTHERNISE SPECIFIED iN THIS OFFER. PRICES ARE SUBJECT TO CITANGE WITHOUT NOTiC:E. ORDERS WILL Bl�_ INVOICED. UNLESS OTHERNISE SPECIFIED IN THIS OFFTR. AT THE SELLER'S PRICE LINT EFFECT ON THE SCHP DATE OF SHIPMENT. Pries on the invoicing document are net,itf all'applicable discounts and pmnrotional,:dlowauces. Any questions by the buyer,-about the basis or accuracy of this pricing must be submitted to the seller in writing within 60 4ays of the date of the invoice. 5. CANCELLATION AND .MODIFICATION. Orders may be canceled by Buyer only upon (1) written or oral. notice to the Seller subsequently accepted ire waiting by the Seller and (2) payment to the Seller of rea oritible cancellation charges to be. solely determined by the Seller. 6. C:REDiT. Credit payment terms must have the prior approval of the Seller's Credit Department and must be specified in wrung on the Scold Invoicing document, If to any tune Buyer's financial respon,ibility becomes impaired or unsatisfaetor) to the Seller, Seller reserves the right to stop chipmer i. on notification to Buyer and to demand payment in advance or at the time of.delivery for future deliveries or to require other security safisfsctory to tlx: Seller. and _n the absence thereof, to cancel, without liability, the unfilled portion of this contr<ut. 7. TAXES. Any tax or other g overnmental charge now orlicrcatter levied upon production, severance, manufacture. delivery, storage, consumption, Safe, use or shipment of Products ordered or cold will be charged to and paid by the Buyer. Stich taxes are not covered in the Seller's price. 8. DELAYS. All orders are accepted ,ubje.t to the Seller's ability to make delivery at the time and in the quantities specified, and the Seller shall not be liable for damages for failure to ma partial or centplew shipment or for the d elay in marking shipmen an ts. The Buyer shall be liable for y added expensed incurred by the Scller because of Buyer's delay in furnishing requested information to the Seller, delays resulting from order changes by the Buyer. or delay in unloading shipments at delivery point that are the fault of Buyer. The Seller shall not be liable for delays or defaults in delivery caused by force hey tilt its control including but nor limited to floods. tires, storms, or other acts of God, by war (n' act of public enemy tot civil disturbance), strikes, lock -outs, shortages of labor or rat- materials and supplies (includin furl) Or production facilities. transportation service or equipment shortages or failures, action of zony governmental authority or other conditions beyond the Seller's reasonable control. 9. SHIPMENT COSTS. Unless otherwi,t; specified on the Seller's invoicing' document, ill transportation charges. including. but not limited to, carrier's charges for notification prior to deliver, demurrage caused by Buyer, delay in unloading. diversion. or reconsignment Will be paid by the Buyer. lo. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products transfers to the Buyer upon delivery at the F.O.B. point identified of the Seller's invoicing document. On receipt of title, the Buyer is then respon for proper protection of Products and compliance with all regulations and ordinances cud will indemnify the Seller against all c•lainns for personal Injuries or property damage arising from the storage. use of handling of such Products. Claims for damage tit shortage in transit must be made by the Buyer against the Carrier, The Buyer has the responsibili to inspect shipments befiore or during unloadin g to identify any such darnage or shortage and ,cg' that appanpriate notation is made on the deliver- tickets or an inspection rrporl funished by the local agent of the carrier in order to support a claim. 11. NVAkRRANTY. The Seller warramr only that it will Convey g Doti title to the product and that. at the time of hipment. the product will conform to the published spceifications of the 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, INCLUDING ANY IMPLIED VARRANTIFS .OF fAtift'YB11.J :I'Y OJI FITNL'SS FOR ,A.P- ARTiCL- LAR PURPOSE. Failure of the Buvet wishing thirty (36) days after re ccipt of the Produot deliv rcd hemari fer iogive'.`noricv is not a, .iu wairanteil .hall he an unqualified acceptance of such product and a waiver of all claims with respect thereto. Ire the event of an alleged hereof by the Seller, the oole roniedy available to the Buyer on account cif aunt' dafect in the product ,hull be lfiuited to the rcl lacc- mcal Of such defecrive.product by the Seller. In the event the- remedy provided heroin shall be deemcifto have failed its ess� nisi purlose._the the Buy�cr'shtdl he entitled only to a refund 6 the amotmis paid to the Seller for such defective Produci. 12. d. IS' ICIATI0N ,O1',.hiABILII'Y..'l'tLE BUYER SHALL NOT BE ENTITLED TO RECOVER FRONT SELLER INCIDENTAL OR CONSF;Qt;F'yMAI- DAMAGES OR EXPENSES, INCLUDING, BUT NOT LIN11TED TO. THOSE- INCURRED ON ACCOUN r OF THE QUALIFY OR AMOUNT OF PRODUCT F)U:LIVERFD OR THE NON DELIVERY OF PRODUCT. The Royer as,unnes all risks and liability for any damage to per or 1•roperty resulting fiorn the u,c of the product delivered bercunder-Pn manufacturing processes of the Buyer Or in combination with other suh or otherwise. 13, PATENTS. The Scller agrees to defend and protect the Buyer against loss or damage• arising out of legal action for direct patent infiingcmuu in onnecuon e ith the Seller's iiianufiicture of Pri)duct, ptovided the Seller' is notified promptly of any such action with completes infonmation and is given all opportlimiy to defend. 14. SECURITY INTEREST. The Buyer hereby grant., to the Seller and the Seller hereby retains a security interest in all Product, furnished by the Seller and the proceeds thereof, until the purchase price therefore is fully paid. Buyer agrees to execute such financing staterrrents and other documents as Seller rn v derennine to be necessary to perfect such security interest. 15. GOVERNING LAW. Any agreement based on the acceptance of this offer ,hall he construed in accordance will) and governed by the Laws of the State of Kansas provided that delivery terms shall he governed by INCOTER3•IS as published by the International Chamber of Commerce., 16. ASSIGNABILITY. Any agreement based on the acceptance of this offer shall not be assignable by the Buyer without the prior written consent of the Seller and any puported assignment without such consent shall be void. 17. ENTIRE: AGRETMENT. If accepted. this Offer and the terms on the Seller's invoicing document constitute the entire agreemean of safe and purchase of the product nanned herein. No modification of this Agreement shall be of any force or effort unless in writing ;Ind signed by the parties sought to be bound thereby. and no modification shall be effected by the acknowledgment. or acceptance of purchase Order form, e6wainiug different teems or conditions. s A/ North American Salt Company INVOICE A Compass Minerals Company Page 1 of i PLEASE FfENT M. PEDEf4AL ID B: PAYIPMr TEME INVOICE t]A� INVOICE Nu0.men An ANTA2GA =W 48- 1047632 NET 60 DAYS 2/22/2008 70164025 SOLD TO: 462129/C54512 C54512 SHIP TO: 505$08 CS54514 CARMEL UTILITIES CARMEL UTILITIES 34so W. 131ST STREET 5484 E. 125TH STREET NI TED STABS OF AMERICA UNITED STATE OF AMERICA St1�PeDPi1C'd DATE3HIPPM CUSTCOfi1PD ®LLOPLAW= CliiDeMAMSE" C1DERTME l om3 AUGUSTROMENSSONS 0212D/08 W0805E 1730M 1730M SO CAMMM flMLITRUCK6 Efd1AW$Bir Trio P.GEL FIMM lr TOMS TenrffroAr 76594 SHIPPING POINT DELIVERED TRUCK E122 TAX%TATUS TAXI09 MLEASE0 SAL61MP EXEMPT 003120 B22 PRWL CT DBBOMPUM TAX QUAMnTV UOM UWT PRICE EXTB40ED PRICE 7517 BULK COARSE LA SALT Y 24.5840 TN 61.14 1,50282 I SUBMARY: PRODUCT 1,502.82 FREIGHT FUEL SUBTOTAL 1,502.82 ST TAX COUNTYTAX CITY TAX WESSAGES: TOTALWEIGHT...49,160.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,502.82 Thh Sab alaooda.b °`t 9m rarmsandGorWftfm0f lab on 9,a rawma sicb of 9rh rrr loka CREDIT NOTE �T�,rmswc.ndeun. tb�ra� �s .n,ue IN US DOLLARS US TERMS AND CONDITIONS OF SALE 1. OFFER. No tornis stated by Buyer in its bid, Purchase Order, acknowledgment, or Other form shall he binding upon the Seller except as expressly agreed in writing by the Seller. Buyer is hereby notified of the Seller's objection to and rejection of any additional or different terms in Buyer's bid. Purchase Order. acknowledgment, or other forms. THE SELLER'S PROPOSAL. IS EXPRESSLY LIMITED TO ACCEP'I:ANCE iJPON THE TERMS AND CONDITIONS CONTAINED 1.1 ERFJN. 2. PAYMENT. Buyer agrees to make payment at Seller's location and at the Lime specified on the Seller's invoicing document in lawful money of the U.S. Tile Seller may, in its sole judgment, require such Other payment terms as it deems appropriate, including full or partial payment it) advance of shipmem or by letter of credit. 3. PAST DUE ACCOUNTS. A finance charge of the lesser of 1.5% per month'(18 ro APR) or the highest rate permitted by law will be assessed ou all past due accounts. interest charged on a past due invoice will be assessed front the date of the invoice. 4. PRICES. EXCEPT AS OTHERWISE: SPECIFIED IN THIS OFFER. PRICES ARE SUBJECT TO CHANCE WITHOUT NOTICE, ORDERS WILL BE INVOICED, UNLESS OTHERWISE SPECIFIED IN THIS OFFER, ATTHE SELLER'S PRICE IN 1 FFECL' ON'THF SCHEDUL E,D DATE OF SHIPMENT. L'tices on the invoicing document are net of all, applicable discounts and promotional allowances. Any questions by the buyer, about the basis of accuracy Of this pricing must be submitted to the seller in writing within 60 days of the date of the invoice. 5. CANCELLATION AND MODIFICATION. Orders may he canceled by Buyer only upon (1) written or oral notice to the Seller subsequently accepted in writing by the Seller and (2) payment to the Seller of reasonable caucelhuiou charges to be solely determined by the Seller. 6. CREDIT. Credit payment teens must have the prior approval Of the Seller's Credit Department and must he specified in writing on the Seller's invoicing document, If at any bore Buyer's financial responsibility becomes impaired Or unsatisfactory to the Seller. Seller reserves the right to stop shipment. on notification to Buyer and to demand payment in advance or at the time of delivery for fture deliveries or to require other security satisfactory to the Sellm and in the absence thereof, to cancel, without liability, the unfilled portion of this contract. 7. 'TAXES. Any lux or other governmental charge now or hereafter levied upon production, severance, Manufacture, delivery, storage, consumption, sale, use or shipment of Products ordered or sold will be changed to and paid by the Buyer. Such tztxes are not covered in the Seller's price. 8. DELAYS. All orders are accepted subject to the Seller's ability to make delivery Lit the time and in the quantities specified, and the Seller shall not be liable for damages for failure ro make partial or complete shipment or fur the delay in making shipments. The Buyer shall be liable f'oi any added expenses incurred by the Seller because of Buyer's delay in furnishing requested infounalion to the Seller, delays resulting from order changes by the Buyer, or delay in unloading shipments kit delivery point that are the fault of Buyer. The Seller shill not be liable for delays or defaults in delivery caused by forces beyond its control including but not limited to floods, fires, storms, or other acts of God, by war or act of public enemy (or civil disturbance), strikes. lock -outs, storages of labor or raw materials and supplies (including fuel) or production facilities, transportation service or equipment shortages or failures, action of any govermneutal authority or other conditions beyond the Seller's reasonable control. 9. SHIPMENT COSTS, Unless otherwise specified on the Seller's invoicing document, all transportation charges. including. but not limited to, carrier'. charges for notification prior to deliver, demurrage caused by Buyer, delay in unloading, diver lion. or reconsignment will he paid by the Buyer. 10. TRANSPORT RISKS AND CLAIMS. Rick of loss and title to Products transfers to the Buyer upon delivery at the F.O.B. point identified on the Seller's invoicing document. On receipt of title, the Buyet is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indenmify the Seller against all claims for personal injuries or properly damage arising from the storage, use of handling ol'such Products, Claims for damage or .shortage in transit must be made by the Buyer against the Carrier. The Buyer has the responsibility to inspect shipments butbre ear during unloading to identify tiny such carnage or shorage and see that appropriate notation is made on the, delivery tickets or an inspection repot furnished by the local agent of the carrier in order to support a claim, H. WARRANTY. The Seller warrants only heat it will convey rood title to the product and that, at the time of shipment, the product will conform to the published specifications of the Seller. Seller's specifications ore subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, IS MADE BY SELLER,,INCLUDING ANY IMPLIED WARRAN7IP.S 01: MERCHANTABILITY OR FITNESS FOR A PARTICU- LAR PURPOSE. Failure of the Buyer withing thirty (30) days after receipt of the Product delivered hereunder to give notice that such product is not as so warranted shktll be an unqualified acceptance ol'such product and a waiver of till claim, with respect thereto. In the event of an alleged breach hereof' by the Seller, the sole remedy available to the Buyer on account of any defect in the product shall he limited to the replace nteut of such defective product by the Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose, then the Buyer shall be entitled only to a refund of the amrontts paid to the Seller for such detective Product. 12. LIMITATION OF LIABHdTY. THI', BUYER SHALL NOT BE ENTITLED TO RECOVER FROM SELLER INCiDENTAL OR CONSEQiJENTiAL DAMAGES OR EXPENSES, INCLUDING. BUT NOT LiMITED'r0, THO.SF INCURRED ON ACCOUNT OF THE Q0AI.TI'Y OR AMOUNT OF PRODUCT DELIVERED OR THE NON- DELfVF,RY OF PRODUCT. The Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other substances or otherwise. 13. PATENTS. The Seller agrees to defend and protect the Buyer against loss or damage arising out of legal action for direct patent infringement in connection with the Seller's manufacture of Product, provided the Seller is notified promptly of any such action with complete information and Js given an opporimiry to defend, 14. SECURITY INTEREST. The Bayer hereby grants to the Seller and the Seller hereby retains a security Interest in all Products furnished by the Seller and the proceeds thereof, until the purchase price therefore is fully paid. Buyer agrees to execute such financing statements and other docu rents as Seller may dewrmine to be necessary to perfect such security Interest. 15. GOVERNING LA1'V. Any agreement based on the acceptance of this offer shall be construed in accordance with and ovemed by the Law, of the State of Kansas provided that delivery terms shall be governed by 1NCOTERMS as published by the international Chamber of Commerce. 16. ASSIGNABILITY. Any agreement based on the acceptance of this offer shall not be assignable by the Buyer without the prior written consent of the Stiller and any purported assignment without such consent shall be void. 17. ENTIRE AGREEMENT. If accepted, this offer and the terms on the Seller's invoicing document constitute the entire agreemment of sale and purchase of the product named herein. No modification or this Agreement shall be of any force or effort unless in writing and signed by the parties sought to be bound thereby, and no modification shall be effected by the acknowledgment or acceptance Of purchase order forms containing different terms or conditions. AY/ North American Salt Company INVOICE A Compass Minerals Company Page 1 of 1 rLEASE REMff M: MMUTAL 10 6: J rAymw remw twvr-e m7e =e num8ef4 ATLANTA. 4 48- 1047632 N ET 60 DAYS 2122/2008 Ir 7016 SOLD TO: 4621 SHIP TO: 505808 i CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET NITTEDSTkfES OF AMERICA UNIT TEED t TEES O AMERICA 4fi�PEDPR�9 DATe SHOnYM CUSfCPMHFa 0LLCPLAW= Cf=ffIQi&7DER CODERTWE 1a995 AUGUSTROSSENSSONS 02119/08 Wowsw 173079 173079 SO CAMMfl HAILITHUM9 too PR99ff TYPE P.O EL rNEIGMTEIEM TEfli07CRY 76599 SHIPPING POINT DELIVERED TRUCK B22 rAX%TATUS TAR ID WELEAW9 %0LUM REP E 003120 B22 PRODUCT DESCRgynDm TAX {EUANMY UM UNIT PFWE ErrmnEo MME 7517 BULK COARSE LA SALT Y 24.9M TN 61.14 1,527.2E SUNHARY: PRODUCT 1,527.28 FREIGHT FUEL SUBTOTAL 1,527.28 f STATE TAX COUNTY TAX CITY TAX MESSAGES: i TOTAL WEIGHT... 49,980.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 500 -743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,527 28 WE APPRECIATE YOUR BUSINESS IN US DOLLARS ThmS�+ ofaoo�mectbasTarmma, ac�naE, �rmofsst,a,n,arowr.swl�wmm�nvokg CREDIT NOTE!;, IN US DOLLARS US TERMS AND CONDITIONS OF SALE 1. OFFER. No terms sated by Buyer in its bid, purchase Order, acknowledgment, or other form shall be hinding upon the Seller except as expres�ly agreed in writing by the Seller. Buyer is hereby notified of the Seller's objection to and rejection of any additional or different terms in Buyer's bid, Purchase Order, acknowledgment, or other forms. THE SELLER'S PROPOSAL IS EXPRESSLY LIMITED TO ACCEPTANCE UPON THE TERMS AND CONDITIONS CONTAINED HEREIN, 2. PAYMENT. Buyer agrees to make paytrtent at Seller's location and at the lime specified on the Seller's invoicing document in lawful money of the U.S. The Seller may, in its sole judgment, require such other payment terns as it (teams appropriate, including full or partial payment in advance of shipment or by letter of credit, 3, PAST DUE ACCOUNTS. A finance charge of the lesser of 1.5 ":•r, per month (18% APR) or the highest rate permitted by law will he assessed on all past due accounts. interest charged on a past due invoice will be assessed from the date of the invoice. 4. PRICES. (EXCEPT AS OTHERWISE SPE C'IFiED IN THIS OFFER. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOKED. UNLESS OTHERWiSE SPECIFIED IN THIS OFFER, AT THE SFLLI :R'S PRICE IN EFFF.C:T ON 1'HE SCHF.,DULE'D DATE OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts and proiuodonal allowances. Any questions by the buyer, about the basis or accuracy of this pricing must be submitted to the seller in writing; within 60 clays of the date of the invoice„ 5, CANCELLATION AND MODIFICATION. Orders may be canceled by Buyer only upon (1) written or oral notice to the Seiler subsequently accepted in writing by the Seller and (2) payment to the Seller of reasonable cancellation charges to be solely determined by the Seller, 6. CREDIT. Credit payment terms must have the prior approval of the Seller's Credit Department and must be specified nr writing on the Sellrr'c invoicing document, If at tiny tinte Buyer's financial responsibility becomes impaired or unsatisfactory to the Seller, Seller reserves the right ht stop shipment, on notification to E3uyer and to demand paymenl in advance or at the time of delivery for future deliveries or tb require other security sali,laclory to the Seller, and in Il c absence thereof, m cancel. without liability, the unfilled portion of this contract. 7. TAXES. Any tax or other governmental charge now or hereafter levied upon production, severance, manufacture, delivery, storage. consumption, sale, use or shipment o1 Products ordered or sold will be charged to and paid by the Buyer. Such taxes are not covered in the Seller's price. R. DELAYS. All orders are accepted subject to the Seller's ability to make delivery at the time anti in the quantities specified, and the Seller shall not be liable for damages for failure to make partial or complete shipment or for the delay in making shipments. The Buyer shall be liable for any added expenses incurred by the Seller because of Buyer's delay in furnishing requested information to the Seller, delays resulting front order changes by the Buyer, or delay in unloading shipments at delivery point that are the fault of Buyer. The Seller shall not he liable for delays or dcfaulte in delivery caused by forces beyond its control Including but not limited to floods. fires, storms, or other acts of God, by war or act of public enemy (or civil disturbance), strikes. lock -outs, shortages of labor or raw materials and supplies (including fuel) or production facilities, Iarrsportation service or equipment sbortages or failures. action of any governmental authority or other conditions beyond the Seller's i casonahle control. 9. SHIPMENT COS'T'S. Unless otherwise specified on the Seller's invoicing document, all transportation charges, including, but not limited to, carrier's charges for notification prior to deliver, demurrage caused by Buyer, delay in unloading;, diver uou, or reconsignment will he paid by the Buyer. 10. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products transfers to the Buyer upon delivery at the FO.B, point identified on the Seller's invoicing document. On icecipt of title, the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify the Seller against all claims for personal injuries or propci ty damage arising from the storage. use of handling of.such Products. C.1aints for damage or shortage in transit must be made by the Buyer against the Carrier. The Buyer has the responsibility to inspect shipments before or daring unloading to identif any such damage or shortage and see that appropriate notation is made oil the delivery tickets or an inspection report furnished by the local agent of the came, in order,,, support a claim, IL WARRANTY. The Seller warrants only that it will convey good title to the produce and that, eat the tittle of shipment, the product will conform to the published specifications of the Seller, Seller's specifications ore subject to change at any tirue without notice to Buyer. NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR iMPLIED, iS MADE 13Y SELLER. INCLUDING ANY iMPLIfsD WARRANTIES OF OR FITNESS FOR A PARTICU- LAR PURPOSE,. Failure of the Buyer withing thirty (30) days after receipt of the Product delivered hereunder to give notice that such product is n ns so writnuned shall he an unqualified acceptance of such product and It waiver of all claims with respect thereto. In the event of art alleged breach hereof by the Seller, the sole remedy available to the Buyer on account of any defect in the product shall be limited to the replace tnent ol'such defective product by the Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose, then lire Buyer shall he entitled only to it refund of the amounts paid to the Seller for such defective Product. 12. LIMiTA11ON OF LIABILITY. THE BUYER SHALL NOT' BE ENTITLED TO RECOVER FROM SELLER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES, iNCLUDING. BUT NOT LiMi'TED TO, THOSE INCURRED ON ACCOUNT OF THE QUALITY OR AMOUNT OF PRODUCT DELIVERED OR Tlili NON DELIVERY OF PRODUCT. The Buyer assumes all risks and liability for any damage to persons or property resulting Born the use of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other substances or otherwise. 13. 1 ATENTs.'rhe Seller agrees to defend and protect the Buyer against loss or damage arising out of legal action for direct patent infringement in connection with the Seller's manufacture of Product. provided the Seller is notified promptly of any such action with complete information and is given an opportunity to defend. 14. SECURITY INTEREST. The Buyer he grants to the Seller and the Seller hereby retains a security interest in all Products furnished by the Seller and the proceeds thereof, until the purchase price therefore is fully paid. Buyer agrees to execute such financing statements and other documents as Seller may determine to be necessary to perfect such security interest. 15. GOVERNING LAW. Any agreement based nu the acceptance of this offer shall be construel in accordance with and governed by the Laws of the State of Kansas provided that delivery terms shall be governed by INCOTERMS as published by the international Chamber of commerce. 16, ASSIGNABILITY. Any agreement based on the acceptance of this offer shall not he assignable by the Buyer without the prior written consent of the Seller and any purported assignment without such consent shall he void, 17. ENTIRE AGREEMENT. if accepted, this offer and the perms ou the Seller's invoicing document constitute the entire agreement of sale and purchase of the product narned herein. No modification of this Agreement shall be of any fince or effort unless in writing and signed by the parties sought to be bound thereby, and no modification shall be effected by the acknowledgment or acceptance of purchase order forms containing different terms or conditions. AY/ North American Salt Company A Compass Minerals Company INVOICE Page 1 of 1 PLEASERENTT0. FMCRAL®N: PAYI.�NiTERMS INVOCZDATC INVOICE f3MER A TLA�A ?UA -7cA3 1 48- 1047632 NET 60 DAYS 1 212812008 1 70168209 SOLD TO: 4621291 C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 131ST STREET 5484 E. 1 26TH STREET UNITEDSTA`TES OF AMERICA UNITED tTATES Q AMERICA F T7 AX%'r ATU% DATEWOMM cusTOffiER iO M"CFLAMIG ORDEH1i18FFD:R �iDE AUGUSTRORGENSSONS O2J�/08 W0805W 17676' 1767W RMUTRUC 0 0GtfiPAffEw TYP2 P.OB. F103MfT TeFMM TFS9F3TOAY 765 SHIPPING POINT DELIVERED TRUCK B22 TARIDd FQ£I.EASEa %Au!%REP EXEMPT 0031201550 B22 PRODUCT DEBCTM TAX QUAMM ITO UNff PME EXTMOED PRICE 7517 BULK COARSE LA SALT Y 23.8400 TN 61.14 1,457.5`9 SUMMARY: PRODUCT 1,457.58 FREIGHT FUEL SUBTOTAL 1,457.58 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT.. 47,680.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7250 THANK YOU FOR YOUR ORDER PLEASE PAY us 1,457.58 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Thh Sab of Oxdn fs aub t b 0m Tor and Condebm of Sab on t m romma W& cf thm lrrroka CREDIT NOTE Tmma�d[ andgbmct� sraat� o- �www.nsslLeam� IN US DOLLARS us I T}-`RMS AND CONDITIONS OF SALE 1, OFFER. No teen+ stated fly Buyer in its hid, Ptucbase Order, acknowledgment. or other form ,hall he binding upon the Seller except as expressly agreed in welling by the Seller. Buyer is hereby notified of the Seller's ohjcction to and rejection of any additional or different terms in Buyer's bid, Purchase Order, acknowledgment, or other Forms. THE SE'LLER'S PROPOSAL iS EXPRESSLY LIMITED TO ACCEiPTANcF.. UPON THL TFRMS AND CONDI]-IONS CONTAINED HEREIN. 2. PAYMENT. Buyer af-recs to make payment at Seller's location and at the time specified fill the Seder's invoicing documeu( art lawful money of tits t S. The Sealer ma}, in its sole Judgment. require such other payment teens as it deems :appropriate, including full of partial payment in advance of'shipmem or by letter of credit. 3. PAST DUE ACCOUNTS. A finance charge of the lesser of I .S 1; pea month (I M APR) or the highest rate permitted by law will be assessed on all.past due accounts. Interest charged cot a past due invoice will he assessed from the dare of the invoice. J. PRICES. EXCEPT AS OTHERWISE SPECIFIED iN THIS OFFER. PRICES ARE SUBJECT TO CHANGE WITHOLT NOTICE. ORDERS WILL BE INVOICED. UNLESS Ol'1- fERtiA'1SE SPi ?('!PIED IN'EIi1S OFFER, AT THE SELLER'S PRICE IN EFFECT ON THE SCHEDULED DME OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts and promotional allowances. Any quc,tions by the buyer. about the ha,is or arcuiacy of this pricing inust be submitted to the seller in writing within 60 clays of Qtc date of the invoice. 5.. CANCELLATION AND AIODIFiC: :ATION. Orders may he canceled by Buyer fill]\- upon (1) written or oral notice to the Seller subsequently accepted in writing by the Seller and 12) payment to the seller of reasonable cancellation charges to be solely detemiined by the Seller. 6. CREDIT. Credit payment terms nm,et ha4 the prior approval of the Seller's Credit Depatwcnt and roust be specified in writing uu file Seller's invoicing document, If at any iliac Buyer's financial responsibility becornes impaired or unsarisfacutry to the Seller, Seller reserves the right to stop shipment, on notification to Buyer and to dcinartdl payment in advance of it the time of delivery for future deliveries or to require other security_ satistactory to the Seller, and in the absence therttuf, to cancel, without liability, the ttnfillcxi portion of this contract. 7, TAXES. Any vac or other g overnmental charge now or hereafter levied upon production, severance, manufacture, delivervc storage. consumption, stile, use of shipment of Products ordered or sold will be charged to and paid by the Buyer. Such talcs are riot covered in the Seller's price. 8. DELAYS, All orders arc accepted subjc,t to Elie Seller's ability to make delivery at the time and in the quantities specified, and the Seller shall not be.. liable for damages for failure to make partial or complete shipment nr For the delay in making shipments. The Buyer shall be liable fur any added expenses incurred by ilie Seller because of Buyer's delay in fumi,ching miuesied information to the Seller, delays resulting lion order changes hp the Buyt:r, or delay in miloading shipments at delivery point that are the fault of Buyer. Tire Seller shall riot be liable for delays or defaults in delivery caused by forces beyond its control including but not limited to floods- tire,, stomns, or other acts of God, by war or act (if public enemy (or civil disturbance), strike,. lock -outs, shortages of labor or raw materials and supplies (including fuel" of Production facilities. transportation service or equipment shortage; or failure,. action of any governmental authority or other conditions beyond the Seller's reasumable control. 9. SHIPMENT COSTS. Unless utherwiso specified in the Seller's invoicing document, all transportation charges, including, but not limited m, carrier's charge, For notification prior to deliver. demurrage caused by Buyer, delay m unloading, diversion, or red:onsignment will be paid by the Buyer. to. 'TRANSPORT RISKS AND CLAINIS. Risk of loss and title to iroducts transfer; to the Buyer upon delivery at the F:O.B. point identified on the Seller's invoicing ducutncnt. Or receipt of title. the Buyer is then responsible, for proper proleetion of Produces and compliance with all regulations and ordinances and will indetmtify the Seller against at] claims for personal injuries or properny damage arising from the storage. Else of handling of such Piodt e. Claims for damage or shortage in transit must be made by the Buyer against the Carrier. The Buyer has the responsibility to inspect shipments betiere or during unloading to identify any such darnage or shortage and sec that appropriate notation is Made on tine delivery uckets or an inspection report furnished by the local agent of the carrier in order (o support a claim. 11. NVARRANTY.'Ihe Seller warrants only that it will convey g` +od title to the product and (hat, au the time of shipment, the product will conform to the published specifications of the Seller. Seller's specifications are ,uhjcct to change fit any time without notice to Buyer, NO OTHER w'ARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, iS NIADF, BY SELLER, INCLUDiNG ANY IMPLA.1) AVARRANTIES OF h1EkCHANTABELITY OR FITNESS FOR A PARTICU- LAR PURPOSE. Failure of the Buyer wlthiug thirty (30) days after receipt of the Prodtid delivered hereunder to give notice chat such product is nor is so warranted shall ire an unqualified acceptance of such product and a t +alter of all claims with tespect thereto. in the event of an alleged breach hereof by the Seller, the sok; remedy avatlable to the Buyer of) account of any defect in the product shall be limited to the replace meat of such defective product by the Seller. In the even( the remedy provided heroin shall be deemed to have failed its essential purpose. then the Buyer shall he entitled only to a retied of the amounts paid to the Seller for such defective Product. 12. LIMITATION' OF LIABILITY. THE BUYER SHALL NOT BE ENTITLED TO RECOVER FRONT SELLER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES, INCLUDING, BUT NOT LIME FED TO, THOSE INCURRED ON ACCOUNT OF THE QUALITY OR AMOUNT OF PRODUCE DELIVERED OR THE NON-DELIVERY OF PRODUCT. The Buyer assumes all risks and liability fur any damage ti persons of property r esulling from the tire of the product delivered hercundet in manufacturing processes of'rhe Buyer or in combination with other substances orotherwise, I.I. PATENTS. The Seller agree, to defend and protect the Buyer against loss or d:nnage arising out of legal action for direct patent infringement in connection with the Seller's manufacture of Product, provided the Seller is notified promptly of any such action with complete information and is given an opportunity to defend. 14. SECURITY INTEREST. The Buyer hereby grmts to the Seller and the Seller hereby retains a security interest in Atli Products famished by the Seller and the pro Beds thereof. until the purchase price therefore is fully paid, Buyer agrees to execute such financing siatenents and other documents as Seller may detemmine to be accessary to perfect such security interest. 15. GOVERNINCJ LAW. Any agreement based fin the acceptance of this offer shall be construed in accordance with and governed by the Laws of the State of Kansas provided that delivery tcmtc shall be governed by INCOTERAIS as published by the Internahonai Chamber of Commerce. 16. ASSIGNABILITY, Any a based on the acceptance of this offer shall not be assignable by the Buyer w-ithour [lie prior written consent of the Seller and anv pure orled assignment without such consent shalt he wide 17. ENTIRE AGREEMENT. If accepted, this offer and the temnc ou tide Seller's invoicing document constitute the crime agreement of sale and purchase of the product named herein- No modification of this Agreement shall be of any force or effort unless in writing, and signed by the parties sought to he bland tinOwby, nnl no modification shall be effected by the ack'nowledement or acceptance of purchase order Forms coulaining different terms or conditions. A/ North American Salt Company A Compass Minerals Company INVOICE Page 1 of 1 PLEASE ReMrr TCI: FEDERAL 04: I FA N Y E mb T ffT 6 E O "ke ItdNDIGe mTe 1NMr-E NUIMEN ATLANTA, we4 48- 1047632 DAYS 128/20 08 1 70168208 SOLD TO: 462129 /C54512 SHIP TO: 5058081 CS54514 CARMEL UTILITIES CARMEL UTILITIES 34M W. 131 ST STREET 5434 E. 1 26TH STREET LUITED 5TA`TES OF AMERICA UNITED tTATES OF AMERICA '�fEAPEDP74[4d DATES CUST'MOHt7 ®LLCPLACMG CtSIDERKMIMR C IDEBTYPE Im95 AUGUSTROBMNSSONS 02/26108 W080 1 76768 1 75768 SO CARRIER RML1TRUCK9 empulwTYPE P.CLfl PiU!MMTefMM TMRTDRY 76599 SHIPPING POINT DELIVERED TRUCKS I B22 TAX TATUS TAAtD& RELEAWB SALES IMP EXEMPT 00312D B22 PRomw 0EBCRM TAX GUARMY UGM UWT PRCE ExTEN()ED PRCE 7517 BULK COARSE LA SALT Y 25.0400 TN 01.14 1,530.95 I SUMHARY- PRODUCT 1,530.95 FREIGHT FUEL SUBTOTAL 1,534.95 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 50,080.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 -743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,530.85 WE APPRECIATE YOUR BUSINESS IN US DOLLARS TnaS�ora�n tbthmTormaa rrlGord @brmotS�aon9wrawrmolcbdfimimoka CREDIT NOTE tTarrmy ,acor,�rmat Ss Li3laillOSViB 3tWEflY.RSSIGC4iii� IN US DOLLARS US TERMS AND CONDITIONS Oh SALE 1. OFFER. No terms stated by Buyer in its bid Purchase Order, acknowledgment. or other form shall he hinding upon the Seller except as espreasly age _d in writing by the Sefler: Buyer is hereby notified of the Seller`, objection to and rejection of any additional or different Hams in Buyer's hid, Purchase Order, acknowledgment, or other forms. THE SELLF,R'S PROPOSAL iS EXPRESSLY LIMITED TO ACC1,1 UPON THE TERMS AND CONIA FIONS CONTAINED HEREIN. 2, PAYMENT. Buyer ac;recs (o make payment at Seller's location and at the time specified oil due. Seller's it voienug document in lawful nu)ru•y of the �.S.'rile Sella may, in its sole jud,uuent, require other payment teems as it deems appropriate, including full m partial payment in actv.nice cif shipment or by letter of credit. 3. PAST DUE ACCOLNI'S. A finance charge of the (ester of 1.5% per month t,ig% -APR) or the higher( tale permitted by law will he assessed on all past due accounts, Interest charged on a past due invoice will he assessed front the date of the invoice. 4. PRICES. EXCEPT AS O'rl IEI2 SPECIFIED IN THIS OFFER. PRICES ARE SUBJECT TO CHANGE, WITHOUT NOTICE. ORDERS WILL BE IN VOiC'I:.D. UNLESS OTHERWISE SPECIFIED IN THIS OFFER, AT THE SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts and proincnional allowances, Any questions by the buyer, about the basis or accuracy of this pricing must be submitted to the seller in writing within 60 days of the date of the invoice. 5. CANCEH,v ION AND MODIFICATION. Orders may be canceled by Buyer cull%• upon (1) written or oral notice to the Seller subsequently accepted in wi ling by the Seller and (2) payment to the Seller of reasonable. cancellation charges to he solely determined by the Seller. 6. CREDPL Credit payment teems must have the prior approval of the Seller's Credit Department and must be specified in writing on the Seller's invoicing document, if at anv time Huyer'_ financial responsibility becornes impaired or unsatisfactory to the Seller. Seller reserves the right to stop shipment, on notification to Buyer and to demand payment in advance or at the lime of delivery for future deliucries or to require other security satisfactory to the Seller, and in the absence thereof', to cancel, without liability, the unfilled Fxrrtion of this colt 7. TAXES. Any tax of other g overnmental charge now or hereafter levied upon production, severance, manufacture, delivery. storage, consumption, sale, use or shipment of Products ordered or sold will be.; charged to and paid by (lie Buyer. Such taxes are not covered in the Seller's price. 8. DELAYS. All orders are accepted subject to the Seller's abili to make delivery at the lime and in the quantities specified, and the Seller shall not be liable for damages for faitur; to make partial or complete shipment or for the delay fn making shipments. The Buyer shall be liable foe any added expenses incurred by the Seller because of Buycr't delay in furnishing requested inform alion to the Seller, delays resulting from rider changes by the Buyer, or delay in unloading shipments at delivery point that are the fault of Buyer. The Seller shall not he liable for delays or default, in delivery caused by foices beyond its control including but not limited to floods. fires, storms, or other acts of God, by war or act of public enetny for civil disturbance). strikes. lock -outs, shortages of labor or raw materials and ,applies (including Illicit or production facilities. transportation service or equipment .shortages or failures. action of any governmental authority or of ci couditions bc:gond the Seller's reasonable control. r). SHIPMENT COSTS. Unless otherwise specified ern the Seller's invoicing document, all transportation charges, including, but not limited to. carrier's charge, for notification prior hi deliver, demurrage cawed by Buser, delay in unloading, c6versron, or reconmenruent will be paid by the Buyer. 10. 'TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products transfers to the Buyer upon delivery at the F point Identified on the Seller's invoicing document. (..)It receipt of title, the Buyer is then responsible fin proper proiection of Products and compliance with all regulation, and ordinances and will indemnify the Seller against all ciainis for personal injuries or property damage arising fronn the storage. use of handling of such Products. Claims for damage m Shortage in transit must be made by the Buyer itgaitiv the Cornier. The Buyer has the responsibility to inspect shipments before or during a.aloading to identify any such damage or shortage and sce that appropriate notation is snide oil the delivery tickets or an inspection report furnished by the local ,gent of she carrier iu order (u support a chmn. I L WARRANTY. The Sellet warrants only that it will com -cy good title to the product and that, it the tittle, of shipment, the product will conform to the published specifications of 1b; Seller. Seller's specifications ore suhjrci to change al any time without notice to Buyer. NO OTHER W,ARRA \TY OF; ANY KIND, UAPRESSED OR IMPLIED, IS JNIADL BY SELLER, INCIA -D!Nt i ANY INIPLIE Vr'ARRANT1ES Ol MERCHAMCABILRY OR FITNESS FOR A PAIMCU- 1 AR fURPOSIi, Failwe. of the Buyer w-ithiug thirty (30) days after receipt of the Pr iducl deharad hereunder to girt: notice that such Product is no: its sit warmnred snail be an unqualified acceptance of such product and a waurcr of Al claims with respu;t thereto. in the event of an alleged hicach hereof by the Seller, the scilc rentecty available to the Buyer on account of any defect in the product shall be limited to the replace- ment of ,itch detective product by the .Seiler. In the event tiro mnucdy provided herein shall be deemed to have failed its essential purpose. then the Buyer shall be entitled only to a refund of the amounts pain to the Seller for such defective Product. 12. LIMITATiON OF LIABILITY. THE BUYER SHALL NOT 13E ENTITLED TO RECOVER FRONI SELLER INCIDENTAL OR CONSEQUENTIAL I)AN -1AGES OR EXPENSES, iNC:LUDING BUT NOT HMITF.D TO, THOSE. INCURRED ON ACCOUNT OF THE QUALITY OR AMOUNT OF PRODUCT I)FLIVERED OR THE NON- DELI VIERY OF PRODUCT. The Buyer assumes all risks and liability for any damage to persons or property resulting from the use of he product deliycred hereunder in manufacturing processes of the Buyer or in combination with other substances or otherwise. 13, P:YTENTS. The Seller agrees to defend and protect the Buyer against loss or damage arising out of fetal action for direct patent infringement in connection with tire, Seller's manufacture of Product, protidded the Seller is notif promptly of any such action with complete information and is given an opportunity to defend. 14. SECURITY INTEREST. The Buyer hereby grants to the Seller and the Scllei hereby retains a security interest in all Products furnished by the Seller and the mocceds (hereof. until the purchase price therefore is fully paid. Buyer agrees to execute such financing statements and outer documents as Seller rnav determine to )e necessary to perti,ct Such security interest. 15, GOVERNING LAW. Arty agreement based on the acceptance of this offer shall he construed in accordance with and governed by the F saws of the State of Kansas provided that delivery terms shall he governed by INCOTERNiS as published by the International Chamber of Commerce. 16. ASSiGNAR1LiTY. Any agreement based oil the acceptance of this offer shall not be assignable by the Buyer without the prior written consent of the Seller and any purported assignment without such consent shaft be void, 17. iiNTiRE A GREEMENT. If accepted, this offer and the terms oil the Seller'., invoicing document constitute the entire agreement of sale and purchase of the product named herein. No modification of this Agreanu;nt shall he of tiny force or effort unless in writing' and signed by the parties sought to he bound thereby, and no modification shall be effected by th, acknowledgment or acceptance of purch',se order forms coutainim, different tcrnis or conditions. /Ay/ North American Salt Company INVOICE A Compass Minerals Company Page 1 of 1 PLEASI! REMffM. FW&VAL Of: j F NE mE T w 6 Te 0 "m D sAY IMJOIGE OAR It�W61GENummER AnANNTA ?GA 3=4 -7o4a 48- 1047632 AYS 2/26/ 2008 70166285 SOLD TO: 402129/C54512 SHIP TO: 5058081 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 54M E. 125TH STREET UNITED STATES OF AMERICA UN YT TE$ O AFRICA STUPPIMM"M DATr5PUPPM f:IISTf me"PD MLL CFLADVG cumniv"arn fSfDERTYPE 10993 ALIGUSTROBMNSSONS 02J22108 Wowsw 176767 176767 SO CAMM" "LITNUCKO Ei{9Pfi6MUTYM V.01L rf0%3ff TznM% T@ItfiTTOR1/ 76594 SHIPPING POINT DELIVERED TRUCK B22 TAESTATUS TAAIDA RELEASE@ SALJESHZP EXEMPT OD312D 1550 B22 PRODUCT DMCFF7TM TAX CPJAMM UOM UFFIT PFWE Errmom FREE 7517 BULK COARSE LA SALT Y 24.9" TN 01.14 1,523.81 I SUMMARY: PRODUCT 1,523.61 FREIGHT FUEL SUBTOTAL 1,523.61 ST TAX COUNTYTAX CITY TAX WESSAGES: TOTAL WEIGHT... 40,840.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,523.01 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Th Sm dHoeft a a"se1b tw Ter"mz&d Gorditm of SsMon 9w romv Lda dlhta Imolc® CREDIT NOTE!;, (TcnasW Rondlbmot sw ahn �vsmar7. �nww. naaRcom} IN US DOLLARS US TERMS AND CONDITIONS nrSALE LurmEXx" terms stated �«u in it, bid, purchase Order, writin by the SOler. Buver is hereby notified of (he Seller's ob ectiou to and rijection of any addidonal different ternis in Buyer', hid, Ptucbti�c Order, .rcknowlcdgm?�nt. or other forms. THE Sm. EXPRES LIMITED uO-ACCu,mmcc UP `nc`uxmx^ND,CoNIooJOnx C0NT,kINCD HEREIN 2. PAnsxzuu !o make Seller's location =o* tile time speeified oil the Seiler'sinvoicin doio~=,in/°wm money a file cs.T Seller ma in it, sole j"a�,pn"", re ����r�n�^�m,'u,�u==",m=v�*�i"a"o/"na/=pma�'m.m/""o�"=�":/?�v,�^ credit. 3. uarma^numNTuAn=nce -char of the lesser 611 na APR) or the hi m=pennitm law -will be=sjsm on all`' o= accounts. interest char oil past due ibmic^ will /*=seswm;Al, date aue invoice. 4. puuEm nxcon AS orxsxW/xp SPECIFIED IN THIS OFFER. ,xxCps ARE ocm/rrruo/ANus WITHOUT NOTICE. oaouou WILL BE INVOICED. UNLESS OTHERWISE SPECIFIED mn41SoFFE��mcmsua'x��/mo�o'�n�����o��nrux�e� Price u= net of' all applicable discouin, anm— al kiivarfccS An o=moin,bythe buyer. about the basis waccur of this ric"u, rn"^be""wxoedwm"seou in writin "uin 6m days "r'be date aue invoice. cAwcuu.ATxON^Nfj MOMFICATION. Orders b" canceled b Bu .nl." (J)"ritte"orma"mic,w file Suler=bsn accepted m rnay writing, the x*u^myzp�hnm,w the s le afre cancellation c1 wbe solel ou"rm"mar 6. CREDIT. Credit have the prior approval of the Seller's Credit Deparunent and must be specified ill writing oil The Seller's invoicin dmunient, ffat an� time liuycr's financial re�poolsibitrty becomes impaired orunqatisfactory to the SeHer. Seller reserves the, right to stop shipment. oil notification to Bu�cf and to dernand payment in advance oi ill dw time of delivery for future defiverit-s or to require olhei security satisfactory to the Seller, and in the ab,cace 7. TAXES. An tax or other governmental �r or hereafter levied delivem*na conwrnption, rde, use or shipment of Prcduct, ordered or s will be ch and paid b the Bu Such taxes tire not c in the Seller's price. u DELAYS. All ordQrs are accepted ""bu`m the Seller's abilit m make deliver u the time and in the qu s and tile Seller shall it(^he liable for o".n, for failure make partial ",c"",p/"x shipment m for the dela makin shipments, The Buyer shall liable lot an added expenses incurred bvt s.dux because "/nu dela ill fum/shin inf to the Seller. dela resultin front order chan oro,u unloadin shipments "'u,u,ur point matare the fault Bu 'file u"xo shall not fie liable for dela =u,xm/u/" deliver caused o, forces be its control includin but not /inu^au'nmod�. fires, storms, other acts "/God, b war mmv.f public e"" (or civil aoum"~"),u"*°. l s labor or raw materials and ...pvo", (includin fuel) or production facilities. mmwmu*/"" service or e sh"*g=mmo..,^. action) "ran/x=,"=m.vu authorit other co /"/°"m.x,/lc+`°m=,u"m"ml. o. SHIPMENT COSTS. Unless "/xer"/,,o specified tin the Seller's invoicin document, all /m."pm",.," char /o"/"au but not x."/`"a to. u"rri",',char n prior deliver. demurrage c b Buyer, dela in unloading. a=°=,mre="si will m paid b t Bu m. TaANyvRrm/oxuxNoc/.A/mx.m,xa/","u"u'uemx,d""*trmsfe.~wm"u"y""wmd"x.o avoic/" document. Oil receipt tide, tile Bu is then respo on proper protection (if pmaucts and compliance with all re and ordin and "-io /"o,om/iv the Seller a all ,/auo" for personal i ",po front the "mmxe."~'"/^",a//" cmii"/ f xania shorta transit made /vo"um���"m the c"�e"n"u"�,fi* the m�^�eiwx`a�w.��*m^»�=�m.� ""/.'"u." such �r.kn",,»"n�"�u�� that appropriate notation ammde oil the deliver "azts", all ix»pe"/.," re furnished b the local agent "rm""arric,in^u^."suppm.aa u.vAan-AwzsThe -S"uowarrants only that i. will conve r.dtitle w the pr and the, little Of* u./p=".^` tile n ."o""' Will """ooia^, t published "p=a,*io"" ^//h, x"o"" xau,'` "p"u"m/~"" are wbj"" w chm. at an fi." =m°", ""/ice to o" NO OTHER xwxxANr,/pAx,mxn. EXPRESSED on/mnIuooyuDFuryyA,cu, INCLUDING ANY /mpuUo WARRANTIES m'mcxcxAmnAooIr,ox FITNESS FOR A PARTICU- LAR punmaE.rai/"a of the n vvi/h/"a/u^v,aou" after receipt ^//»"p"wuc/ delivered hereunder to gi," notice that s product not as~'warr ^all b,� 11 =ptturuu pro turd `vvai�er of"ucla thereto. In the event "/="o' her"l'b tire Seller, mo^ol"reu"u available to the Bu (in acco "ran t pmo"u s be limited w tile replac merit .r"""oorau/venmd""txph^u"ner./"m""veo`u`vo."cuvp"./maheo/""h,obeu".""^/.vh^=oailea/ts","=/iap. then the Bu shall be e onl m"refu"xvror Mounts paid w tile Seller m,^uch defective pro '/z. L/muz*T/oN 01 oAnuJrs THE ox,uu xuxu. NO'[' BE ENTITLED TO xccoven FROM SELLER INCIDENTAL ouCONSEQUENTIAL DA.MAGES OR-EXPENSFS, INCLUDING, Bur Nar LIMITED TO, THOSE INCURRED ON ACCOuNT OF THE QUAI.xrY OR ANIOUN'T 01: PRODUCT DELIVERED oR�oswuw'neLwunYoprnnn»cz" ��x"v",^""��o ",/^k"""u//"e� ="nm« n,"x resultin from the w n w �"u"//,"��o"�"�."""»"m�n«p�"��°am"uu�,=/""m�/.*/""�m"m" ,a°m"=.�"ou",/�, o.nATnmrx.zx`o,llc,u6rr"mo"fe^u""u protect the Bu a loss mo""." arisin out le mu""'or direct patent infrin connection with tile Seller's =°."tikct"rc"rp°u~v.pi the Seller u notified promptl (if a such action with complete information and g iven all opportunity mdeall /4. SECURITY mrcuumz The Bu hereb g rants w the Seller and the o"x=h"u retains u securit interest all p""u'"furnished and t nro"=u`x""u""mm"prcxasvrri=mc=m"afun/p.u.o"ye,m""°m^xe".m"=hn"anciw/*"ter"er.`^"o°m,00c"."=/.a ve necessar wpe*=^^mhm="riv."m=°,. s.00vaawINo LAW An a based tile acceptance this "m,, shall b" construed fit accordance with and governed b the Laws vr the State Kansas provided t dea.urxr."shu/b" /vmcornnNIaaswb//m=/by the Internatio C "rCwnme"" ASSIGNABILITY. Any aLree="` based oil the accepu..�cof this offer shall."~ be assi b Bu without the prior written consent "rom Seller and an p' assi without `",bw.se"'ma/bevoid. 1z ENTIRE Ac:oEncmzIf^cc= /u° offer and-the ^""v= the Seller's invoicin document const the entire a of=le and purchase (if tile ,"m"",named herein. No nm"uti""^rmis^on""."^,*hy/b".*.myon`.°^mm""le`"/"~66u""d°/ sou to he� bo thereb and "^*moda=,/"" shall bet effected the ,ck" dxmen'vr."""vm"="f order m""°""u/a/^/" different `"rn=!"m"mti'*,. Ay/' North American Salt Company I A Compass Minerals Company Page 1 of 1 PLEASE REPAT TO: FEDERAL 109: FAYI.wMTTEPFMS 1ff KX .E DATE [woremimut AnAWA�GA w3s4 7o4a 4 1047 NET 80 DAYS 2128/2008 70168210 SOLD To: 402129/C54512 SHIP TO: 5058091 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST STREET. 5484 E. 126TH STREET UNITED STA`TES OF AMERICA UN OF AMERICA F X T7AX%TA DATE SIB CU3YC6' nPO FHLLCPLA� CRDEfl Fi MIM" C71DEfl TYPE 5- AUGUSTRO11MNSSONS 02127/ W O8o5E 176770 1761770 SO MULfTHUCK9 Flf31HFUzw TYP2 KOK 1'fl196MTEfMM TBritaTOflY 76599 SHIPPING POINT DELIVERED TRUCK B TARID9 RELEASES SALES FMP EXEMPT 0031201550 B22 PFMUCT DEBCRiPTKM TAX CPUAWM UOM UMIT PRCE r- xwmDED mrE 7517 BULK COARSE LA SALT Y 24.4800 TN 01.14 1,490.71 SUMNARV: PRODUCT 1,496.71 FREIGHT a FUEL SUBTOTAL 1,495.71 STATE TAX COUNTY TAX CITY TAX MESSAGES: I TOTAL WEIGHT 48,900.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,496.71 WE APPRECIATE YOUR BUSINESS IN US DOLLARS sm�ra l�. b@ wTommandG ondMoend Ss!non*ammma%Ida ef9+ffiIenote CREDIT NOTE II>s�xsccnttaot,a�at��►�� IN US DOLLARS US TERMS AND CONDITIONS 01 SALE i L OFFER. No terms stated by Buyer in its bid, Purchase Order, acknowledgment. or other form shall be binding upon the Seller eccept as expressly agreed in writing by the Seller. Buyer is hereby notified of the Seller's objection to and rejection of any additional or different teens it Buyer's bid, Purchase Order, acknowkdy merit, or other form:. 'fEf1E SEL.!_FR'S PROPOSAL 1S EXPRESSLY LEN11T1 TO ACCEPTANCE. Ijl'ON THE "l'fERN•iS AND CONDITIONS CONTAINED HEREIN, 2. PAYMENT. Buyer agrecs to make payment a1 Seller's location and at the time specified on the Seller's invoicing docuwun in lawful money of the 1.5. l'he Seller may, in its sole judgment, require .curb other payment terms as it deems appropriate, including full of partial payment in adv:.nce of shipment or by letter of credit. 3. PAS'r DUE ACCOUNTS. A finance charge of the lessci off .5% per month (18r',, APR) or the highest Tale permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will he assessed from the date of the invoice. 4. PRICES. EXCEPT AS OTHERWISL SPECIFIED IN THIS OFFER. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED. UNLESS OTHERWISE SPECIFIED TN "THIS OFFER, AT THE SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. prices on the invoicing document are fief of ail applicable discounts and promotional allowances. Any questions by the buyer. about the basis or acuucacy 0f thh pricing must be submitted to the seller in writing within 60 clays of (he date of the invoice. 5. CANCELLATION AND MODIFICATiON. Orders may be canceled hr Buyer only upon (I) written or oral notice to the Seller subsequently accepted in writing by the Seller and (2) payment to the Seller of masonable cancellation charges to be solely determined by the Seller. 6. CREDYT. Credit payment teens trust have the prior approval of the Seller's Credit Department and nnisf be specified in t$riting tin the Seller's invoicing_ dix:untent, If lit any time Buyer's financial responsibility becomes impaired or unsatisfactur• to the Seller. Seller reserves the right to ,slop shipment, on notification to Buyer and to demand payment in advance; or at the tittle of delivery for fuune deliveries or to require other security satisfactory to the Seller, and in the absence thereof, to cancel, without liability, the unfilled portion of this contract. 7, 'TAXES. Any tax or other governmental charge now• or hereafter levied upon production, severance, manufacture, dclicery. storage. consumption, sale, use or shipment of Ptafucis ordered or sold mill he charged to and paid by the Buyer. Such taxes ore not covered in the Scllcr's price. I S. DELAYS. All orders are accepted subject to the Seller's ability to make delivery at the time and in the quantities specified, and the Seller shall not be liable for damages for failur to make partial or complete shipment or for the delay in making shipments. The Buyer shall be liable fur any added expenses incurred by the Seller because of Buyer' delay in furnishing, requested information to the Seller, delays resulting fioni ureter changes by the Buyer, or delay in unloading shipments fault at delivery paint that are the Of Buyer, The Seller shall not he liable for delays or defaults in delivery caused by foices beyond its control including but not limited to flood fires, storms, or other acts of God, by war or act of public enemy (or civil clisturbaricci, strikes. lock -outs, shortages of labor or raw materials and supplies (including fhel) or production facilities. transportation service or equipment shortages or failures, action of any eovernnenul authority or other conditions beyond the Seller's reasonable control. 9. SHIPMEINT COSTS. UllkSS otherwise specified on the Seller's invoicing document, all transportation chases, including, but not limited to, carrier's charge, for notification prier to deliver. demurrage caused by Buyer, delay lit unloading. diversion, or reconsignmenr will be paid by the Buyer. 10. TRANSPORT RISKS AND CLAIMS. Risk of loss and title t0 Produc•te transfer; to the Buyer upon delivery at the F.O.B. point identified on tlae Seller's invoicing document. On receipt of tale, the Buyer is then iesponsible for proper prolection of Products and compliance with all regulations and ordinances and will indemnify the ,Seller against all claims for personal injuries or property damage anoint; from the storage, use of handling of s €ich Products. Claim, for damage or shortage in transit must be made by the Buyer against the Carrier. The Buyer has the responsibility to inspect shipments before or during unloading to identity any such ctamiage or shorta.,e and see that appropriate notation is made nn the delivery tickets or all inspection report furnished by the local agent of the carrier in order m support a claim. 11. WARRANI Y. The Seller warraus only that it will convey good title 10 the product and tut, at the tittle of shipment, the product will conform to the published specifications of the Seller. Seller's specification, are subject ro change a( any time without notice to Buyer. NO OTHER R'.ARRANTY OF ANY KIND, EXPRESSED OR IMPLIED. IS MADE BY SELLER. INCLUDING ANY IMPLIED WARRANT16S OF MERCHANIABILITY OR FITNESS FOR A pARTICU- 1,AR PURPOSE. Eailuic of the Buyer ,vithing thirty (30) days after receipt of the product delivered hereunder ur givc notice that ouch product is not as so worram nr! shall i e an urquafd'ieci aeceprancc of such product and a waiver of all c•tairns respect thereto. In the event of an alleged breach hereon by the Seller, the sole remedy available to the Buyer on account of any defect in the product shall be limited to the replace ment of such defective product by the Seller. In the evert the remedy provided herein shall be deemed to have failed its casentiail purpose, then the Buyer shall be entitled only to a refund of the amounts paid to the Seller for such defective Product. 12. LIMITATION OF LIABILITY. THE BUYER SHALL NOT BE ENTITLED TO RECOVER FROM SELLER INCIDENTAL OR CONSEQUF1'TfAL DAN]ACiES OR EXPENSES. iNCLUDING, BUT NOT LIMITED TO, THOSE INCURRED ON ACCOUNT OF TI-W QUALITY OR AN'EOUNT OF PRODUCT DELIVERED OR THE NON- DSI.IVERY OF PRODUCT. "lltc Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the product delivered hereunder in manutacturing processes of the Buyer 0r in combination with other substautees or otherwise, I.I. PATF.N'TS.'The Seiler agrees to defend and protect the Buyer against loss or damage ari.Sing out of legal action for direct patent infringement in correction with the Seller's manufacture of Product, provided the Seller is notified promptly of any such action with complete information and is given an opportunity to defend. 14. SECURITY INTEREST. The Buyer hereby grants to the Seller and the Seller hereby main a security interest in all Products firnished by the Seller and the Proceeds ihercof, until the purchase price; therefore is fully paid. Buyer agrees to execute such Financing statements and other documents as Seller may deterininc to be necessary to perfect such security interest. 15. GOVERNING LAW. Any agreement based em the acceptance of this offer shall be construed in accordance with and governed by the law, of lac S)are of Kansas provided that delivery terms ,hall be governed by INCOTERNIS as pnhlished by the International Chamber of Commerce. 16. ASSiGNABILITY. Any agreement based on the acceptance of this offer shall not be assignable by the Buyer vrithout the prior yeomen eon,eni Of the Seiler and ally purported assignment without such consent shall be void. 17. ENTiRE, AGREEWNT. If accepted, Phis offer and the terms On the Salter'; invoicing document constitute the entire agreement 0;' sal, :nisi pure bass of the product named herein. No modification of this Agreement shall he of am} furor or effort unless in nriting and Signed hp tht'paIUCJ Sioq'hi t0 he hound thereby. and no modification shall be effected by the acknowiedemeut or ncceptance of purchase under fbmrs con6:ining different lcrnt5 urc0ndiuoDS. 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 358765 NORTH AMERICAN SALT Purchase Order No. PO BOX 277043 Terms ATLANTA, GA 30384 Due Date 3/7/2008 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 3/7/2008 70164109 $1,491.82 p 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 VOUCHER 081044 WARRANT ALLOWED 358765 IN SUM OF NORTH AMERICAN SALT PO BOX 277043 ATLANTA, GA 30384 0,®4�R Carmel Water Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO INV ACCT AMOUNT Audit Trail Code 7C, 173 &9 O� 70164109 01- 6180 -03 $1,491.82 '7CII ,41 no cC '7Dt 775 i7 t �l ��1 0l t 5�1�. 5(� 7DI��1D�`> �t.I�\Q3. a5c�a.- ID t,,g03L) Qt•Cta1'�S0 1457.SF 7D 15 3 O 9S 761 LP D -i G tt r1,��6 A I Z 1 Voucher Total jqj j� �g' gt!75 Cost distribution ledger classification if claim paid under vehicle highway fund