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HomeMy WebLinkAbout160499 06/10/2008 A. CITY OF CARMEL, INDIANA VENDOR: 358765 Page 1 of 1 0 ONE CIVIC SQUARE NORTH AMERICAN SALT COMPANY CHECK AMOUNT: $13,808.47 CARMEL, INDIANA 46032 PO BOX 277043 off ATLANTA GA 30384 CHECK NUMBER: 160499 OM CHECK DATE: 6/10/2008 DEPARTMENT ACCOUNT PO NUMBER INVOIC N UMBER 'AMOUNT D ESCRIPTION 601 R5023990 W0705 70200432 1,497.93 SALT 601 R5023990 W0705 7020060 1,521.77 SALT 601 R5023990 W0705 70200820 1,502.21 SALT 601 R5023990 W0704 70200965 1,572.52 SALT 601 5023990 70202128 1,546.84 OTHER EXPENSES 601 R5023990 W0705 70202530 1,531.56 SALT 601 R5023990 W0705 70202531 1,571.91 SALT 'I ;601 R5023990 W0703 70203639 1,513.22 SALT 601 R5023990 W0704 70203640 1,550.51 SALT North American Salt Company IN A Compass Minerals Company Page i of i PLeASe REWTTO: PMMVAL ®0: F'AYMEM TeRM3 INV=E DATE IMVOI— aN.'m- A�A2 -7 043 w 48- 1047632 iET 60 DAYS 6 /2/2008 702036 SOLD TO: 462129 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3460 W. 131ST STREET 54a E. 126TH STREET WESTFIELD, IN 46074 UNI $T TESO AMERICA '9ttRPefl F•Fi�1 DATe glunmD CUSTamon Fa ®LL Cr I.AM= C49MWF3i imfe ann Tm 10999 AUGUSTROMENSWNS p6/30/08 W0804E 211 2115M SO CAMUR RMLITRUMV 0=P2&M P.QH FIGHU tiTIMM Te"Folow 7i55 SWPPING.POINT DELIVERED TRUCK 822 TAN WATUS TAXID* FELeASJB 0 SAL.S HZP EXEMPT OW12D1550 B22 I PRMUDT DER MMON TAX QUANMY WM MOT PROE EXTENDED MME 7517 BULK COARSE LA SALT Y 25.3000 TN 51.14 1,550.51 SUMMARY: PRODUCT i,s5n.51 FREIGHT FUEL SUBTOTAL 1,550.51 STATE TAX COUNTY TAX CITY TAX FAESSAGES: TOTAL WEIGHT... 50,720.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY s WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,550.51 This SskrreOoodsh tub mdb9, aTamra andGoraffi .naaS�aanemravana ski. 0ihIs1 ota CREDIT (COTE (Tmrrm lnd Gonc�bmof.sla ara shm ays6abia sl vreror.nmaB.eom} IN US DOLLARS Us naRmS AND CONDITIONS ueSALs 1. OFFER. N,� terrus stated by Hijcr in its bid. Purcha,c Order. acknowledgment. or other forin hall be binding upon the Seller except a� expressly a in writing by the Seller. Bu is hereb notifie m the Seller's o hid,*mhrIse Order. ,acknowle or other forms, THE SELLER'S PROPOSAL IS EXPR LiMITED �O ACCEPTANCE UPON THE TERMS AND CONDITIONS coNrx/Noonsnnm, 2. mmEN1 u pa *Seller location and tile orne specified oil tile Seller's Invoicing document in lawful m oftheo�, Tlic Seller ma in it, ou judgment, re such other pa t,=mas/'deom^ appropriate, includin full Orpartial pa in advance shipment ora letter m '"ux. s. oASTonxAcuocmre. A finance char "r tile l=~=.r/.5%pxMott th(1o% APR) o, the m rate p"".m'ob law will be"s"�s" ""m/ m"=u. i"�°u"�m�""^�uu�/.""�e~mbe"�"wwo"m t o°�m t .n`"�` 4. PRICES EXCEPT AS OTHLRWISE SPECIFIED IN THIS OFFER. PRIC:ES ARE, SUBJECT TO CHANGE WITHOUT �ORDERS WILL xc INVOICED, L NLESS OTHERWISE SPECIFIED INTHIS OFFER, AT THE SELLER PRICE f-\ EFFECTON THE SCHEMULE D DAI SHIPMENT. priow. )if the, ,.."/ci" nut "r all discounts ""up,'...,u"""/allowances. -N" about the v,..^", accuracy ^/mi, pricing must h"wbmatedw the `a/,:r in writin within maayv.fm^ date "/:.'invoice. s. c�xcouoxonxmo MODIFICATION. Orders ��w,��^�a/,. nuy""�y�" o`~�o=�v=/""u," t y.o",,"h°�v".o accepted in writin b, the �'/xzma(2),a wb""aa 6. CREDIT. Credit pa terms must have the prior approval the Seller' Ru�cr and it) G�miand payment ill adiance or at tile unic of delivery for ftnor,� deliveries or to re,ptire other security saii,6ctory to the S,:Ikr. and in the abscm;c z TAXES m� tax Or othe u oy=,nnmxam. flow orhereafter levied .n;iaiiifacturxdlimry.'^tomge,musumntio".sale,p=or �mentof Plodets ordered or.,oMwill be char paid b themu Such taxes are. notcovered in the Seller's 8. DELAYS. All orders fire accepted subJeLt to tile Sellor's ability to Make delivery at the time and in the quantities specified. and the Seller shall not be liable for lefivery point that are the fault of Buyer. The Seller �hall not be liable for delays or defaults in deliver% cau.wd by forces beyond its control including hill not outs, sborta s of laboror raw materials and firnited to Jloo(k, fires—slonns, or otheracts of (;Oct. by war or act of public enemy (or civil disturbance), strikes, lock _c ,upplics (inchid fuel) Or pioducii�,n facilitic,,. Lranspollation service or Oquipment shortage, of fidures, action ofany govenrimental authoiiiy or other coiiditi(itis heyond the &Ilcr's reasonable control. 1, sau*/xN ooc"m"m a/ tra a limited w"="erxa.U x"""un=�m. �""/=a/"�a"m/"".�"=m~/:�=*,~mo"�u�vo"n"�" /u TRANSPORT RISKS AND CLAIMS. Risk ^//os` and title m Product, .mmfersm the Bu upon deliver tile po�. point /a"nmyo" the ele,'. Invoicing '/"".umc On receipt ,r.u^ the Bu �u/. t mm compliance am a ."o."a"�o^,^"ou~ indcmrii� thcscller wpauu claims "riesm propert aam" arisin trout the. st use mxanm/, such Products. Claims for u"".":v", shorta it) ^,"^/'""."`be made. by the Bu xg"i"°/ the Carrier. T Buyer has the responsibility m inspect shipments before °durin Unloadin `o/^',mify any such umo" short and `u that appropriate ."v"Li""a made "o,w deliv tickets or in inspection .epm furnished b tile local a o/,h",^rri=in order w support ^claim, //.NV°uuA' /'Y. T Seller °..rz°/^ Onl that will g ood title if) o.^ product and that, the m"""/shi tile product will c it, the published ,pecioc"u=°a the ua/=xcl/"C, specifications a,. Object m chan ".an ti=" without notice *Bu \nnrnsx'NAxxAsrvor ANN' KIND, EXPRESSED ou IMPLIED, m MADE ur SELLER, INCLUDING ANY IMPLIED vAnmxwnxxop MERCHANTABILITY oxnn,aa FOR ApxxnuU' ^npnxpux/�,nu/..= m n "�"p thirty receipt Product shall be all un ac"eptan""/.,ua product and `°=°=a all claims "/tfi.ope*theret In �°��������������`���=�u m�������mv���mop��«����m��� �u u=x�" n"o ���u,/"u�"p"m"u�'�maxz� the `=m/�c=m^�v"nu,/�n�.f�/b,.uu"*{momu/aua its o`�mulnon~m '/"u' entitled Onl refund o//he="..^, paid m the Seller for such defective Product. /zLxurn//n-�,on LIABILITY. ronuc,cn SHALL NOT ansvrruznru RECOVER rmnmSELLER /monexTxLoxcowueousmnAL DAMAGES '�u EX /nnoo/*s.our NOT LIMITED ro.rx,mc/mooxnsuuN ACCOUNT oF'/np QUALITY oa AMOUNT opPRODUCT oouvcuco//n THE NON-DELIVERY nr PRODUCT. The Bu x,m.""^ Ill risks and liabilit xv"" dama u` persons property .,au of tile pmlu^a,//,"oux".eunuu,/" manufacturin processes orth" Bu ^,/o^,ma/""u"" with other substances mvtb"rwise. 13. PATE NTS.op Seller a defend and protect the Bu a /.~`or damage arising out le action for direct pate /"m" connection with the Seller's manufacture a Product, provided tile Seller isnotified promptl a,n action with complete informat and/, an opp"mnitrmdefend. 14.nsoanI �vnNTcaco'r1he Bu hereb x "m,m'hnSeller and m, Seller licob retain, securit interest fit "o Products furniae/uv the Seller and tile pio=eds t until the purchase price. therefore is full paid Bu a execute such fina statements a other documents w� Seller ma dete m be necessary perfe such securit ."'e"~t. aouvmax/x�LAvV. Any ,wrco,."^ha=u^u t acce ofmis',J»r shall /mm"^.""^". accor "imand °==/b y Laws .f the yw.of Kansas provided that deliver te=shauhe g overned by IxCOTERMS as published b the international Chamber ofCorrimerc,. 16. Axo/oN*muTY. Any based "o the ,=eptar"""r this offer «"al not b" assi /y the Bu ^u°.^tile pri wiu"".`."m" .f the sa/"am "r�vmn"^,o assi without "uh"n"m shall he.oid� c*NTIuekCmaMENT.0 accepted, this offer imi the terms the smar'sm,oicin docum constitute dw"tire a of"u and prchaw of (he v "m"^"."-;^"""o.*"m^an"uvn"/this A mu//% ol'anyurc`or,mw.nl.�/"~rit/" pam/"`"~ .u'/"w..o'hcre»».~/ =rrt"aficat.(�u shall be effecte b the ack °acceptance ofpich;is"order forms comini"affe"//""..=conditioa I I North American Salt Company A Compass Minerals Company INVOICE Pale 1 Of 1 PLEASEMM"7O: FED MALID4: PAYMSCN7TCflla� INVOM-EDATE INVOIGEN!l me- P.O. 46 1 047632 NET 60 DAYS 6!212006 70203630 SOLD TO: 4621 j CS4512 SHIP TO: 50580$1 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3460 W. 131 ST STREET 54m E. 125TH STREET WESTFIELD, IN 46074 UN �T TES OF AMERICA °grtoFEDrwaa DATE° AED CUSTCNMIV10 MLLCQLADN= CHwDEwtiUMEMN QIDCwTYR'C 1ow5 AUGUSTROMENSSONS ow3w03 w0w3w 211508 211583 SO CAf mw wALLITNUC.RO E0tAF6A4uff TYiiE FO®. MZIGM TEM'S TERF TOwY 76599 SHIPPING POINT DELIVERED TRUCK B22 TAX %TATUS TAX ID a RELEASE a SAUM Rep EXEMF 0031ffi 155D B22 I I PROUD- DESCM TAX OMUTM UOSB I MET PRCE J EXTENDED PROF 7517 BULK COARSE LA SALT Y 24.7500 TN 51.14 1,513.22 SUMMARY: PRODUCT 1,513.22 FREIGHT FUEL SUBTOTAL 1, 513.22 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 49,500.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-000-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY t;, US 1,513.22 WE APPRECIATE YOUR BUSINESS IN US DOLLARS ThhSsn dQwdahnutb it+a Ta ms and Gond@ brad Sab on �a rarvrm •alda d9fh imoko CREDIT NOTE (Tmrm�tdGond86rta01 sre+ava�a'iwuw.n�uR.eam). IN US DOLLARS US TFRIMS AND CONDITIONS OF SALF 1. OFFI- R, N It.1 ins stated ht Uuf, :r 'n ,is bid, Puicha Ordet, acknowludgrywnt, or other font 111.111 be binding upon the Seller eXCctJ1 its c\pressly agreed in wriubg by i�ic Bover is ilrr -h,, notified of the F�flter's objection it) ltnd'rejection 'It' any additional or differcio terms in Buvcr' bid, ParcLsc Ordci. ucknow)eog: or ollicr form• ;131 SLI-LEWS PROPOSAL IS Y.XPItFSSLY i.imjTED TO ACCEPTANCF t. PON THE TEkivlli \N0 CO\6[1'JON4 CONTAINED l #tLJN. 2. PAYMEN i, ;3ucr agrees its make pavinent at Scltc:' location) and It fit,' little specified on the Sollcr*s invoicing document in lawful money" of the U.S, The "Offer ma'. n is judg S irl reciml ,itch other payment'lerrus its it deem, appropriate. including full or partial payniena in advame.ofshiprnmil or by, letter of 3. PAST M, I ACCOUNTS. A linimc-, hklrge of the IUcWr of per alumh ilMi AJIR) of the highest rate perniiiied by law will he asse,scd on all [last doe accoum,, Imer,;:,t 0,amed on :i pact tbw ;oVOICe %kill be a-essed fionfibe dale of the nivoiim 4. PRICIP S. FWEPT AS OTHERWISE SPECIFIF N N(-,F w ur ORDERS IL I) IN THIS OFFER. �WFS ARE SUB TO CHA l'i'Ho' NOTICE, ORDERS WL BE Priecs on ILL are net of kill apphc;d di,coullt, and pron-moliall allowance Any questions by the buyer, about the bads or accuracy of this hieing mum h- �fflikrintcd to the 1 in vtrifing within 60 days at (be date oflh, invoice. 5. CANCE14-'V VION A NIOWIVICATION. Order: may be canceled 6% Illiv"r only upon N J Written or oral florice to the Seller 'uhs"queully accepted in wihnig by Find 1 2) painxkir lo, the Seiler oft c.a,onatific cancellation k:t,",w to be solely determined by the Selh•r 6. CREDIT. U piyurient tern-, ritim have the prjoi approval of tire Credit 1)in'pmtnlekr_and must. be, sed i6�%Nrifin an file invin r docruncul, ti a# ;mv little Boyel's fin.nicial resporisihifit� beconim impaired or uimiri,facti)6 to the Seller, Seller 'reserve t1w right Yo stop '111pricni. on 11011ficario❑ to Ruder amd i: paymcra, fit or at the tilriz of ciclitcr contra or fulure dclouries or lo reqlliw b1her securny s,iti,fackoryjo the Sclkn urthe 6 7.-. TANES. A ati of otlici in"c"hMelI1111 charge noite w hereafter levied upon production, c,'VeOlicd, Inallulacture uclivorv, tiiiiragc, cm"lif sale, use of ordered or i+1 t ill he cbaigr:l to and paid by the 13u)cr. Such taxes are not c6v&ed in the Sellcr% prick;-.. R. DELItYS. ."ll orders are acccpt,; s ubject to the Scllci's ability to make delivery at the little and in fire qviarintics specified, and the ellrt shall not be liable for 'I frk 'Id al'� to make pamAl or complete shipirem or for the delay in making Shipments. flu Buyer shall be liable for any added expckise, incurred by III Selter bccaus: delay fit fcmishing reque,lok injornartion to the Seller, delays resulting from order changes b, the Buyer, or dclav fit unloading shipments it 3rc" Se I I r t be liable for delay or default, in deliev cau by forces be,ond it, including bill not rery s limited to W lircs, storms. or IVI acts of God. by or act of public crinuy (or civil kli�wrbance), strik lock outs, shonage of labor raw material 11111 u :i, j c F,ics V" ns trapo:maion service or equipment shortages (it fij flu res. action ofarry governmental mn,hocitY or other condit-ion.k, hevond fit "1011's feJSOI13ble Cllilili1. 9. SHIPMEN COSTS. UnIcs• 1)tl,. rwkc SP0617101 00 tht' Seller`, invoicing document. all Lran,pintation charges, orclading. but not limited to. carrier' chargv.s lor notificati,ln {ior to deliver. di;nlor; caused by ffij—r. d0zo; in unlotidinkk div"t or re•onsil,ntnent will he paid by the Buyer. 14). TRANSPORT RISKS AND CLA.IMS. Risk of losk, and title to Product, uansfers to the Buyer upon delivery at The F.O.B, point identified on the Seller's invoicing do(mvient On receipt of title, the Buyer is then ie,ponsible for propvi protection of Products and compliance with all regulatioms and ordinances and will indemnify di, against all clawi, for personal injuries or property damage allin, from thestklj;n=e, use ofliandling of,uch Products clamps for dx;m e or %Ilorlagc in tnai,it most be made fly the Buyer again tire Carrier, The fitiver has the respon,ibilhy to inspect shput-ras bolbr• or during unloading te any such d:m or shortage and Qe that appropriate notation is made fill the delivery tickets of an inspection report lurniNfied by the loeal al of the C �r fit order to �Upp ,t a claim. 11. %VA RR kN'i 1% The Seller only that it will c, good title to dt� product and That, at the little of shipowiu. the product will coalorm to the published eeiiic I he Seller. "Mvi pecification., me to chanl=,o m fit% lime without notice to Buyer, NO OTHER WARRAVIY OF ANY KIND, EXPRESSid) OR !NIPLIED 1S Il'i SELLER, I'A:] (A)ING ANY IMPLIED W,ARRANTll:q OF N1FRCHAVV`\BII,JTY OR ITIN!- FOR A 1 :,M; ICI: I,A� IllA<P0,Sl- i oilure (it the P i—r thim i'-I) 'fays after rccclpt of fit,: Product delivered hereunder to give. notice tine uch pro,hicl is not as so warranted ,halt he mi ,If such product anifl tjinerofall claim:, v,'ih ic,pecl thereto. In the event alleged hionelt llt;toofby the Seller. fhe sole ;,-medy available lo the Buyer on ac comil of any defect in product shall be limited it C• replace Went of sue.n 'k-Jeclive product h) flit• Seller In the ctcza the, remedy proOtled herein shall be demicd to have railed it, kks,enlial purflose, then the Buyer shall be emitled onl} t rdfund of the amourit, paid to th,-,SeIIcT lo! stn dcfccd e Product. 12. LIA1 11'rATION OF LIABILN THE 13t,"i ER Si 1 NOT BE FN I ITLEA) 170 RIICOVFI2 FRONI SLLI-FR INCIDENT.AU, OR C.ONSEQUENTIAl. OA MAGI- EXPENSES, INCU BUT NOT LIMITED TO- THUG l. INCURRED ON ACCOUNT OF FHE QUALITY ORANIOONTOF1 !)U 1 :)VME NON DI PRODUCT The Buyer asminw- risks and liability for tiny damage io persons property re,nifing from the us, of a—i in may-mfa&uiing proc, of tit: Buyer or in combination with m1m ubstarkcet ormhcmixc. 13, PA NWES 'iire Seller agree, i defend and protect, tiic Rtiver against, loss to tlarua�t; arising out oflogal action fordirect patent infrio.crilenk in connection "fill the Seller s mw of'Produc!, picivided the Selle'r i., notified prompily of arty such action with complete int'ormation and is given all opportunity to defend, 14. SECURi I V INTE1tEST.11w Buyer hereby gm,nis to the Selter and the Seller hereby retain,, o so,;urity interest in all Products furnished by the SOIcr and the ploctmi., until the put, ha.--c f xice therefore is folly P:!id, Buyer agree tv eACCULC such fimtnc.ing statements and officr documents as Seller may determine to Oc -,P such seculil” in;,•rest, 15. C 0% FRN N(; LAW. Anv based on (I)(• ameplance of this tiller shall he CODAI'lle,f in accordance wiil; :,nd govemed by the Law, of the Smic of fl,il delivery lei ms :Jl:jll be govern,d 6% INCOTERMS as published by the lot mationA 16 .%SS?G. Ariv arnecm--mi baked oil the of ibis after shall not be zj,,ignahL by the Buyer withoul the prior written :,,!!Sent ,lfllic Scitul and ,m r ptq•l�rtt i ,mrinent without Such consent ladf be void, 17. FN I IP;- �GREENIENT. If aw,tptcd, this of`ff. nosh file terms on the: &!Jk invoicifiL &,cwne,it colMilUIC oill;X a�-JtCfflent 0 —le and pureha<,• of tae :—)(Iuc, nlm.- No modific iiion ofthi, Aaceiricza shall he of any Imv, or efloit unless jIi wrioniz and sipkiml by Ole patties ought it, be mound thereby, wrld ,kl-ifs.,I�r :)c effected be vw acknowledgment m acceptance ofpuicim— order rtlrrrr. contnillin different tcrrri< or conditions, North American Sait Company INVOICE A Compass Minerals Company Page -1of1 PLEASE REIWTTO: FEDERAL ID49: PAYI.gNTTERMS INVO{GECIATE INVOIGENUMBER OU AA LAWAzGA 48- 10 iVET 00 GAYS 512812008 70202128 SOLD T O: 462129 C54512 SHIP T O: 505908 J CS54514 CARMEL UTILITIES CARMEL UTILITIES 3 450 W. 131ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 UN tT I N 46 AMERICA 9awwriu7d DATE SMMWW CUSTCMWFD 0LLO"TLAMM orm"tfMIER CmDEWTYRE 10995 AUGUSTROMENSSONS 05127108 VV0805 209835 203835 so CAMMH RAILtT1RUCK0 EMwFAnffTYF2 P.06 PRE®itTEP TERf6TmRY 76599 SHIPPING POINT DELIVERED TRUCK B22 TAX WATUS TAXIDO naLPASE 6 SALIM REP EXEMPT 0031201550 B22 PFML CT DEBDFUPTM TAX DlUAFF M I UON U#GT PFICE EXTENDED MCE I 7517 BUL}{ COARSE LA SALT Y 25.3000 TN 81.14 1,540.84 i SUMMARY: PRODUCT 1,546.84 FREIGHT FUEL SUBTOTAL 1,546.84 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 1,540 84 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Tit: omA btl, oTammsndC. erdbrmdSs faeniliaravrm CREDIT NOTE IN US DOLLARS Us i� TERMS AND C:ONDITiONS OF SALF L OFFER. No terns stated by Buyer in its bid, Purchase Older, acknowledgment, or other form shall he binding upon the Seller except as expressly agreed in writing by the Seller. Bu is hereby. notified of the Seller's objection to and rejection of any additional or different ternis 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 FIENLIN. 2. PAYMENT. Buyer agrees to make payment tit Seller's location and at the trine 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 teens as it dcerns 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 f 18% APR) or the highest rate permitted by law will be assessed on all past due accounts. interest charged on a past due invoice will be assessed from the date of the invoice. 4. PRICES. EXCEPT AS OTHF,RWfSF SPECIFIED iN THIS OFFER. PRICE'S ARE SUBJECT' TO CHANGE WiTHOUT NOTICE. ORDERS WILL lit-, INVOICED. UNLESS OTHERWISF SPECIFIED IN THIS OFFER, ATTFIE SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicim doctanent are net of all applicable discounts and promotional allowances. Any ptesuimS 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 (1) written or oral notice to the Seller subsequently accepted in writing by the Seller and (2) payment to the Seller of reasonable canceliation charges to he solely determined by the Seller, G. CREDIT. Credir payment terms 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 any time Buyer's financial responsibility becomes impaired or unsatisfactory to the Seller, Seller reserves the i ight to stop shipment, on notification to Iluyer and to demand payrnen, in advance or at the time oi' dclivery for future dolivorits or u, require other security satisfactory to the Seller, turd in the absence II thereof; to cancel, without liability, the unfilled portion of this contract. 1. TAXES. Any tax or other governmental cba> aye now or hereafter levied upon production, sever; nce, manufacture, delivery. storage, consumpliou, 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 ore accepted object to the Seller's ability to make delivery at the tittle and in the quantities specified, and the Seller shall not be liable for da niages f'or 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 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 than are the fault of Buyer. The Seller shall not be liable for delays of defaults in delivery caused by fibers beyond its control including but not limited to floods, files..storms. or other acts of God, by war it act of public enemy for civil disturbance), strikes, lock -outs, shortages of labor or raw materials and supplies (including fuel) or production facilities. transportation service or equipment shortages or failures, action of any goveuunentul authority or other conditions beyond the Seller's reasonable control. 9, Si11PNIFNT COST'S. Unless otherwise specified on the Seller's invoicing document, all trknspeetation charges, including,, but not limited to, carrier's charges for ootifrcatiokt prior to deliver, demurrage caused by Buyer, delay in unloading. diversion. or reconsigmnent will he paid by the Bever. 10, TRANSPORT RISKS AND CLAIMS. Rick of loss and title to Products transfers to the Buyer upon delivery tit the F:0.13, 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 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 he made by the Buyer against the Canicr. 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 made on the delivery tickets or tar inspection report furnished by ttic local agent of the carrier in order to support a claini. 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 specifications are subject to change at any little without notice to Buyer. NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED. IS MADE BY SELLER, iNC:LUDiNG ANY fMPLiED WARRANTIES OF.MERCHANTABILITY OR FITNESS FOR A PARTICU- LAR PURPOSE. Failure of the Buyer witting thirty (30) days aftc•.r receipt of the 1 delivered hereunder to give notice that such product is not as so warranted ,ttau be an unqualified acceptance of such product and a waiver of all claims with respect thereto. I In the event of an allegod 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- ment of such delfective product by the Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose, that 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 CONSEQUENTIAL DAMAGES OR L• "XPFiNSF,S, iNC:LUDING, BUT NOT L..IMiTEI') TO. THOSE INCURRED ON ACCOUNT OF THE QUALITY OR AMOUNT OF PRODUCT DELIVERED OR THE NON-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 mamifiwairing processes of'the Buyer or in combination with other substances 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 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 kin 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 paid. Buyer agrees to execute such financing statements and other documents as Seller may determine to he necessary to perfect such security interest. 15. GOVERNING' LAW. Any agreement ba on the acceptance of this offer shall be construed in accordance with and g,,verned by the Laws f the Skate, of Kansas provided that delivery terms shall be governed by INCO41RMS as published by the International Chamber of Commerce. i6. ASSIGN ABILiT'I. Any agreement hazed on the acceptance of this offer'shall not he assignable by the Buyer without the prior wihten consent of the Seller and any purported assignment without such consent shall be void. 17. ENTIRE 1GREL AUINT. li' aece,>usd. tilts offer and the terms on the Seller's intoning document constitute: the entire agreement of sale and ptachase of the product named heren. No modification of this Agreement shall he of any force or effort unless in wriung and igned by the parties sought to be bound thereby, and no modification shall h< effeclyd be the ac Wowlcdgment or acceptance of purchase order fornis containing different terrnt or coi,difious. Aft North American Salt Company y/ A Compass Minerals Company INVOICE, P&P -1of R ANTA. SP MMff TO: FEDERAL 049: PAYMENT TEMNS I WDIC& OdTE INVor-e rl Imaeff G A A 4 43 1047632 I NET 60 DAYS I 5/29/2006 1 7020253 SOLD TO: 462 29 CS45 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARWL UTILITIES 3450 W. 131 ST STREET 5481 E. 126TH STREET U WESTFIELD, IN 46074 =D ETA E ARVERICA PFSiS4 DATES CLw6TCwffF0 ®LLCrLAMt= orl"n1'P8 LIEN CMDENTYPE 10399 ALIGUSTROMENSSONS OW28108 W0805E 20037 2OM7 SO CAJUM" fWLITWMMO EMUFMOWTYFe P.CIE F" EMMI IMM TMEMMY 7655 SHIPPING POINT DELIVERED TRUCK B22 TAR STATUS TAXID* FiELEAW4 %AL6FIEP EXEMPT 00312D'IM0 622 Pnwwr DEBGRUPTM TAX QUANTM U09 UMT PREE EXTmmo PROE 7517 BULK COARSE LA SALT Y 25.0500 TN 61.14 1,531.56 I I i SUB�dRY: PRODUCT 1,531.56 FREIGHT is FUEL SUBTOTAL 1,531.56 STATE TAX COUNTY TAX CITY TAX WSSAGES: TOTAL Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS I US DOLLARS US 1,531'58 Thl, Sao of Onorh t: b 9w Ta =�ar.,raae� w sam e,e ��o �l mm i„wto CREDfT MOTE t• ,tiaot uaa>om,tas� s4 dwer. i _1� L RS US M ir$}�,e�ll �d•�A TFRNIS AND CONDITIONS OF SALE I. OFFf-.R. N,, leurisstatck] by flmci m it, bid. Purchase Ordon acknowledgment, or other form shall be binding upon file Seller except as c-ipressly allre,,d in wrifing by ihe Buyer is hereb.% notified of the Seller's objection to and rc,jcction of any additional or different terms in Buycr'� Ind, Purchase Order. I'ED 1'0 ACCEP'LANCE I. YON 1'11E 1'1- CONDITIONS aLknmkdedglrw!,�. or other form,,. I'llU SLUER'S PROPOSAL IS 1APRE.S.SLY UNIT CON'TAINVE) tlj 2. I'AYMVN't. :lu,,cr agrees k, mak, paymont at Seller's location and at the little specified on the Seller's invoicing document in lawful money of the U.S, The S• )lcl- fii;zy, in w rile jaJtpnent. rcqnjre such other payment ict-n3l; as it deem, appropriate. includiriv full or flard;iI payment in advance of shipir!cIll or by letter of credit. 3. R&S'r A finonce .large of tile, lesser of 1.5% per month (1 APR) or the Ingliest rate permitted by law will be assesscd on all p3sl due aWCOUMs. hhLrCA on a past &Ill. invoice will be tl,sessej from the dale of the ITIVOice. 4. PRICES, T­m.'J­J AS OTf-1FRA'JSl-. SPECIFIED IN 'PHIS OFFER. PRICES ART: SUBJECT '1`0 CHANGE wri'llour NO'FICH. ORDERS WILL BE- INVOICFU, OTHFR\� (SFSPLClFlJ--',D IN THIS OFFER—ATTI-11. PRICL IN 1 LCTONTHE SCHEDULED 11A711' 01; SHIPMENM Vrwc on 1ic l,,- (41VUrflew on net of all applicable discount, and promotionall allowancos. Any questions by the buyer, about life. banie or accuracy of this pliulrlq mu.'t to the scilo in wriliflL withiff 60 days of (he date of the invoice. 5. CANCETA VVION AND MODIFICATION. Orders may be canceled by Buyer only upon (I j written or oral notice to the Seller subscquenfly accepted in writing by tho S and (2) payment io the Seller ofiea,onahfe, cancellation chard cs to he solely determined by the Seller. n. CREDI'L p'l"alvilt lcrms nw,t have thou pnor approval of (tic Seller's Credit DepdIfffle'll and must he specified in urifill, on ll. sefle) III voki ol", 90ye(s fin,;rlL 111' rc,pollsihility becorn" impaired or uimnislactory to the Seller. Seller rescrve, the fi t stop shipment, on notification to huyur e io i! -:.:,oaf payment in auiancr or at The tiro; of delivery For future delikuries or to iequh, other security san,,I'acwn. it) the Seller, and in the absence ill C. W!.L „idh'Ut iklbiliky, th', unfilled poltl0l) of this contract. 7. 'TAXES. An t;ax or other covernmeatal cliari!e now ow hereafter lcvieif upon production. evel"fiJe, manufacture, dcli•Qry. storage, COGxflrllpti,lu. sale, use or shipment of rl-dac ordered of sold will he charted to :red paid by the 1 Such taxct are riot covered in the Seiler', prji c. S. DELAYS. A;) orders are, aQccpw,1 subject to [Ile Seller's ability to make deliver} at the time and in the quantities slxxifiod, and the Sclici shall not b, liable for cLunaEscs for 10 Mike partial nr complete shipment or for the delay in making shipments, 'I'he Buyer shall be liable Im any added e\penscs incurred by the Seller bccwl, o? delay ill l'unikiling requested jiflorniaLion to the Seller, delays resulting from order changes by the ffijycr, or delay in unloading 011131TIClul na ouhi-r4 pt,iw ihrtt are the fault of Buvel. The Seller shall riot be liable for delays or defaults if) delivery caused b% toices bevond its control including but not j'lnked to ll- fire,, stortils, Of ether atcts of G(xL by A%n of act of public. enemy (or civil disturbance'), strikes. locl, outs, shortages of labor or raw materials and pplies .tg !'w A' of procim lion facilioes, tran,pomnion service; or equipment shortages or failures, action of any iloverninerital attillorriv or other condiuiom the 5011A easorlable coll0f.l. 9. siijpNlT i :os'rs. Unle,, oil%rwisc specified on the Seiler invoicing document. all transpoiLation charges, including. but not limited to. carrier' cbargct for nolifl-ati"il pnor to dchNer, flemurrage caused by Buyer, delay in unloading, diversion, or ie•omq, will be paid by the Buyer. Ifl. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Product, ramfors to the Buyer upon derlively at file FO.B, Point idervill"d on the Seller's invoicing dol,w: tit On receipt of title, the Buyer iS their IVT)011sible for prop< protection of Producti and compliance wkhh all regulation,, a ordinance, and will indenirrify tlx S against all claim for pc.i,orad injuries or pT0Pcrlv dMMtg. 11171.1111'4 From Lbestoiawc. use of" handling of such Products Claris for or shortage in mjr,it must be made by the Buyer agai the Car The Bover hat the resporisibflnv to inspect shipments below o du unloading t" fit, ;ttjv any such d, if- shoruige and see that appropriate oomlion is made oil tho delivery- ticket, or lui inspection report furiliJied by the local 3" of the Garr,:I n) order to s uppol I a claim. 11. FNARRAX n'. Elie Seiler unly that it will "onvey good title to the product and lbat, at The time of chip fnent- the product will conform to the published Pe6ficatjol:- ?he Seller. Seller, specifications are ,object to chan in an% time without notice to BuyQr. NO OTHER WARRAN'lY (W \NY' KIND. EXPRESSH) 01, IMPLIED, IS M,\DF BY SELLER. fN('f I; ING ANY IMPLIED WARRANTIES OF ME'RCHAN"IARILI OR Bit} FOR A PvNjZTICU- LAR Pl,RPOSE. flilurc of the Rrr withing thirty ('io) days after receipt of Product delivered hereunder to give notice that snoli, pr(shm is not is ;o acetp,ance muh product and it waiver of all claims frith respect thereto. In the etent :),an alle bleach her the Seller. the sole remedy availatile it) the Buyer on account of any dofect in the product shall be limit,(] it, the rep lace ntent of such icfeeiivc product by the Seller. fit the event the renie( tv piovided herein shall he deemed to have flulld its essential purpose, th the Bliver shall he entitled only to a refund o£ the .niiounl, paid to the Seller fur such detective Product. 12. LINIFI'ATION OF LIABUJI'll'. 'I'llE BUYER Sfl.-\LL NOT BF F'XII TO RLCOVER FROM SELLER INCJDF.N'L CONSEQUEN."I'lAL DAMAGES OR EXPENSES, INCLUDING. BUT NOT J.JNIJ nJOSf. INCURRED ON A( VOUNT OF IT IF- QljAlXff OR ANIOI T.N`I'OF PRODUC F DELIVIAEP OR HIE INON-DELI OF PROW IC7. Mic Buyer aSSUmc, all risks all(] liability for tiny damalle to persons or property resulting from the use of the product deli cred hereunder in in:n1ilfacturing processes of the Buyer or in combination with other subslancue orothcrwise, 13. RATEN S. agrees to defend and protect th. Buyer agaimt loss of damage arising out of legal action for direct patent iriffirwerrient in connection with sfic Seller's nia;Ad;1-10rC Of PrOdUld' [novided the Seller is notified promptly of' 1 14 SECTIRI I 'r WFEREST 'I'lle Buyer heveIr g rams to the Seller and the Seller hereby retains a security interest in all 1`66ducts furnisluxt by (Ile Seller andthe po,eeed, ,mfil the parcha,e price therefore is f paid. Buyer agree, to execute such linanciriv. stalcmenL&.and oth,,�r Sutler may deterniin, to )t' nee"s'a7, w p--0 such wilv cur 15. GOVERMNC. LANY. Ali%- a �:rc, urmt based on the acceptance of this offel. 'hall he construed in accordance with and goVC111Cd by the Law, Of the SIMC Of Kark, J)r• ;jj jefiVery terms hall Ile gmerned by INCOTERNIS as published by file Inteiriational Clialinber-ofCoinalone, 16 ASSIGAA llill ITY. An agre, mum 15a„ed on the;wcepuincv ol'Ibis offer shall riot be a,sienable by the Bu without the prior written consent of tire Sellei and .�,ly J)',irpOrIC,` fit without sU,:11 :onsent shall be %oid. 17. EN riRv AC4,1EENIVNI'. If accepted, Thie ofG and the terms on the Se ller's im vicinidocurnew C0111filUIC the cinire agreement of sate :md purchase of the ri"cluct 11aI I zrcin No nrodifreati, a oaf this Agreement shall be, of any iojk-e or effort, tinlcs% in writing and signed by UIG Parties sought to he bound thereby, W111 no rno,hjjcW:.n-1 fle, cllectcd by tile aeknowledgment or acCcPUITICUOJ` I)LU-Ch.ise order (brin, containing difficreirt tcon, of condnivn,,. North American Salt Company A Compass Minerals Company INVOICE Pap- 1of1 PLEASE WEWT10: FEDERAL ID 4: PAYMEMTEHMS INVOIGEDATE INYCIY.,ENUIMER a °AN -7o43 48- 1047632 N ET 60 DAYS 512+/2003 70202531 S OLD TO: 462129 C54512 SHIP TO: 5059081 CS54514 CARMEL UTILITIES CARMEL UTILITIES 340 W. 131ST STREET 5484 E. 126 STREET WESTFIELD, IN 46074 U NITED STATE OF AMERICA °29PP®P"m DATEWUPPED CItSVMMEnPC) OLLCYLAGRM OHDEHIiI002H CIHDEPITYP'E 1o993 AUGUSTROBl3EN.SSOIdS 05/28/08 WQWSW 243853 209&53 SO CAHLDEH HAILITHUM9 ®t4PMAIMTYPE FAIR PFUM". TelvaS TEA51iORY 76599 SHIPPING PO INT DELIVERED TRUCK 822 TAXSTATUS TAXIDO KZLPASEA °ALES REP EXEMPT 0031201550 B22 PFt{hDUCT DE$C TAX GUAMM LMM UtaT PME EXTENDED F ROE 7517 BULK COARSE LA SALT Y 25.7100 TN 81.14 1,571.91 i I I SUMMARY: PRODUCT 1,571.91 FREIGHT FUEL SUBTOTAL 1, 571.91 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 51,420.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,571 91 WE APPRECIATE YOUR BUSINESS IN US DOLLARS ThRSatnafOae�h bt�Ta ,,,dcabebROrs�a,aa��flee,�I�oma CREDIT NOTE US IN US DOLLARS TERMS AND CONDITIONS OF SALE t. OFFER. No to mis stated by Buyer in its bid, Purchase Order. acknowledgment, or other firm still]] be binding upon the Seller except a, expressly agreeF in writing by the Seller. Buyer is hereby notified of the Seller's objection to and rejection of any additional or different terms in Buvcr's hid, Purchase Order, acknowledgment, or other forms- THE SELLER'S PROPOSAL IS EXPRESSLY LIMITED TO ACCEPTANCE UPON THE'I'ERMS AND CONDITIONS CONT.AINLD lil-.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 money of the U.S, The Seller Wray, in its <ole judgment, aequire such other payment let rus as it deem, appropriate, including full or partial payment in advance of shipment or by letter of credit. 3. RASE DUE, ACCOL -aNTS. A finance. charge of the lesser ,1' 1,5% per month (18% .APR) or the highest late permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. 4. PRICES. EXCEPT AS OTHERWISE SPECIFIED IN THIS OFFER. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED, I. NLESS OTHERWISE SPECIFIED IN TH1S OFFER, ATTHE SELLER'S PRICE IN LFFEC'T ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing doeunent arc net of all applicable discounts and promotional allowances, Any questions by the huycr, about the basis or atccuracy of dai, pricing must he 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 0.) written or oral notice it) the Seller subsequently accepted ill waiting by the Seller and (2) payment to the Seller of reasonable cancellation charges to be solely deternined by the Seller. 6. CREDIT. Credit payment terms mint have the prior approval of the, Seller's Credit Department and must be Specified in writing on the Seller's invoicing document, if at :eery unto Buyer's financial responsibility becomes impaired or unsatisfactory to the Seller. Seller reserves the right to stop shipment. oil notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or to require other security satisfactory to the Seller, and in the absence thereof, to cancel, without liability. the unfilled portion of this contract. 7. TAKES. Ally tax.or other governmental change now or hereafter levied upon production, severance, manufacture, dclivory. 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 acre accepted subject to the Sellers ability to make delivery at the dine and in the quanuues specified, and the Seller shall not be liable for danaages for failure to make partial or complete Shipment or for the delay in making shipment,. The Buyer shall be liable for any added expenses incurred by the Seller because o Buyer's delay in furnishing requested information to the Scller, delays resulting, from order changes by the Buyer, or delay in unloading shipments ar delivery point that are the fault of Buyer; The Seller shall not be liable for dela or defaults in delivery caused by forces beyond its control including hilt not limited u) floods, rites. storms, or other acts of God, by war or act of public enemy (or civil distur hance), strikes, lock -outs, shortages of labor do raw materials and ::applies (ineheGng fuel) or production facilities, transportation service or equipment shortages or failures, action of any goveutmental authority or other condiuons beyond the Seller's rt souablc control. SHIPMEN f COSTS. Unless otherwise specified on the Seller's invoicing document, all transportation charges. including, but not limited to. carrier's ch.r cs for notification prior to deliver, demurrage caused by Buyer. delay in unloauling, diversion, or reconsignment will be paid by the Buyer. 10. TR RISKS AND CLAIMS. Risk of loss and title to Product, tiamfers to the Buyer upon delivery at the F.O.B. point identified on the Seller's mvoicine 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 daunage arising front the storage, use of handling of such Products. Claims for damage or shdxtagc in transit roust be made by the Buyer against the Carrier. The Buyer has the responsibility to inspect shipments before or during un loacling to ir]catify any .such daunage or shortage and sec that appropriate notation is made on the delivery tickets or an inspection report famished by the local agent of the cariei in order to support a claim. II. YfiARRAN PY. The Seller warrant, only that it will Convey good title to the product and that, at the time of shiprneat, the product will conform to the published specifications of the Seiler, 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 WARRANI'1F S OF RIERCHANTAB1L.ITY OR FITNESS FOR A PARTICU- LAR Pt.)RPOSt Paultrre of the Buyer ti +aching thirty (,:ilia days after receipt of the Product delivered hereunder to give noucc that such Product is not a. 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 Buver on axone of any defect in rho product shall be limited to the replace rnent of such defective product by the Seller. In the event file remedy provided herein shall be. deemed to have failed its essential purpose, then the Buyer shall be entitled only to a refund of the amounts paid to file Seller for such defective Product. 12. LIMITATION OF LLABILITY. THE BUYER SHALL NOT BE E.NT'ITLED TO RECOVER FROM SELLER INCIDENTAL OR CONSEQUENTIAL DAMAGES OV EXPENSES, INCLUDING, BUT NOT IJM[TED TO. THOSE INCURRED ON ACCOUNT Of: THE QUALITY OR AMOUNT OF PRODL:C DELIVERED OR THE NON -DELf VERY OF PRODUCT. The Buyer assumes all risks and liability for any damage to persons or property aescdtng from the use of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other subsunces or otherwise. 13. PATENTS. The Seller agrees to defend and protect the Buyer against loss or damage arising out ofllegal action for direct patent infringement,in connection with the Seller's manufacture of Product, provided the Seller is notified promptly of anyysuch acriiio with complete ii iiurinauon'tind is yen alt opportunity to defend. 14. SECURITY INTEREST. "I he Buyer hereby grants to the Seller and the Seller hereby rcuuns a security interest in all- Products-farnish(A by Seller and }die pioceed ther, O', until the purchase price, therefore is fully paid. Buyer agrees to execute such financing statements and 'other do uirricim, as Seller may determine to be necessary to perfect such security interest. IS. GOVER' kNG LAW Any ag based on the acceptance of this offer shall lie construed in accordance wuh and governed by the. Law, oaf the State of Kansas provided that delivery terms shall be governed by INCOTERMS as published by the International Chamber of C:onrmerce. 16. ASSIGN AIAL1T'Y. Any agreement based on the acceptance of this offer.shadl not be assignable by tae Buyer with,aat the prior waiueu eonsant of the Seller and any purported assignment without such consent shall he void; 17. EN] IRE vGRLEMENT. If accepted, this offer and the terms on the Seller's invoicing document constitute the -enure agreement of sale and purchase of die 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 Ofe ted by the acknowledgment or acceptance of purchase order fonts containing different terms or conditions. lira' M i AY/ North American Salt Company INVOICE A Compass Minerals Company Psge 1 of 1 PLT94SCTRTfTTO. P®QIALDO: PAY xNT m"h5 INVOICE DATE JINVOCeNUMOT A ?GA�303" -7n4a 48- 1047632 N ET 60 DAYS 5/23/2008 70200820 SOLD TO: 462129 f 054512 SHIP TO: 505808 CS54514 iCARMEL UTILITIES CARNEL UTILITIES 3450 W. 131ST STREET 54M E. 126TH STREET WESTFIELD, IM 46074 UPI ITED f TESSOFF AMERICA PWOm DATZ WIRIPM GISTEwn PO MLLMLAGM Of1i0RMMMEfn OADENTYPE 10995 AUGUSTRORMNSSONS 05122/0$ VV0805E 203012 203012 SO CAM=n nMLITNUrX* ampasoiTYPE MGM PtmiGfT'Tzrmn TT Mrn3SY 76599 SHIPPING POINT DELIVERED TRUCK B22 TAXSTATUS. TAXID® f6lLPASIe9 SAL)!SMP EXENIPT 00318Q1550 B22 I PRODUCT DEBCFMTrM TAX COJANTffV UOM UM PRCE EXTENDED PRCE 7517 BULK COARSE LA SALT Y 24.5700 TN 61.14 1,50221 I SUMMARY: PRODUCT 1,502.21 FREIGHT FUEL SUBTOTAL 1,50221 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT.. 49,140.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,502.21 Thta sdo o4 aooda IL ""Oct b tm're m =dGofd4bna of S� on tm nymm �Ma d tlfti hole CREDIT NOTE IN US DOLLARS US i TF,RMS AND CONDITIONS O F SALE 7. OFFER. -No teams stated by Buyer in its bid, Purchase Order. 4cknEiwiedgtiient. or other form shall be bindin� upuit the Seller except as expressly-a in writing by the S der. Buyer is hereby notified of tireiScler's objection to and rejection of,auy,addirional ordifferent terns in Buyer's bid, Purchase' Order.; acknowledgment, or rms. other for TiIE SELLER S PROPOSAL IS EXPRESSLY LiMITED. TO ACCEP ANcF, UPON THE TERI-IS AND.CONDiTIONS C'ONITAiNFD HEREIN. 2. PAYMEh 1. Buyer ligrees to make payincitt tit Seller'.: locadoh and at lire lime specified on the Seller's invoicing.do ulrient in lawfuLntoney of the :U.S. The Seller m r:, in its sotc judgment, Tcgoire such other'pavnteiit ten is it deems appropriate, including full or partial payment in advtmce'of shipment or by letter of credit. 3. i':1> f' I}Uh; A( :COC NTS..A Nuance- charge of tiic'lessci elf' L.i% per month (1',4% APR) or the highest rate permitted fiy.law will,bc rote:, sed on all pant due accounts titletc I ehatged out a pact clue invoice will be as,e 'sed from the dare of ttie invoice. 4. PRICES. EXC'FPT AS OTHERWISE SPECIFIED IN THIS OFFER. PRICES ARE SL•BJLCT TO CHANGE VvITHOUT NOTICE. ORDERS WILL BE INVOICED, t.NC,LSS OfHERWISi; SPECIFIED Iti THIS OFFER, ATT'HL SFI.LER•S PRICE iN t ;FFEC "f (7N`I71E Sf 11EDU1,1:D DATT; ()F SHiPN•1F,N'f. Prices ern the,invoicing document are net elf all applicable discounts and promotional allowances. Any questions by the buyer. aixau_the,b,..is or accuracy of this prison_ nttist he's €ibntitu d to the miler ire wtitittg wuhin b {i days ot:the date of lhe. invoice. 5. CIS JCEI'A `FION AND INIQDiF'ICATION. Orders may be canceled by Buyer only upon 1) written or oral notice to the Seller suhsecluently accepted in "w• iting by the Seiler and'(°_ to the Seller of rdayo7i<tble'cancellation ch:,rgei to be•Solely detcnninz°11 by the Seller. 6. CREDIT- Credit payment tcnt,s muet hate the prior approval -of rho Seller's Credit Department and roust be .,pe ifie:d it) writing cat the Seller's mvnicfn< der amen, If ,a a,n ume Buycr'•- fi,,.;nnaf rrspntilibili y (sonic, impaired or un.,ati,sfaciory to the Seller, Seller rescrvcs the right to stop •hipmcrn, ern unification to Buyer and to d,: Mild payment ill rxhnnce or ar the tonic of delivery for future deliveries or to require other security satisfactory to the Seller. end in the absence thereat, to cancel, w -ith� ?lit liability. the uul7led potion of this.cnntriui. 7. TAXES. Any tax or other govcrmfietual chal2e tow or hereafter levied upon production, severaece, rianufacture,'dalivery. storage, consumption, stile, use or shipment of l'truiucts ordered or .old wi11 he charged to and paid by the Buyer'. Such taxes are not covered in the Seller's price. 8. DELAY'S. All orders tare accepted subject to the Seller's ability to make delivery at the time and in the quanuaes specified, and the Seller hall not be liable for damages for fniture to make partial or complete shipnicw or for the delay in waking shipirient,a. The Buyer shall be liable for any added expenses incurred by the Seller because: of Buyer's delay in furnishing requested information to the Seiler. delays resulting from order change, by the Buyer, or delay in unloading shipments at delivery point that are the fault of Buyer. The Seller strall 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, shortages of labor or raw materials and supplies (including hreU or production facilities, transpuuation service or equipment shortages or failures, action O1 any go authority or Other conditions beyond the Seller's rea,onable control. 9, SHIPMENT COSTS. Unless otherwise specified on the Seller s invoicing document, all transportation charges. including. but not limited to, carrier's char cs fbr notif ication prior to deliver, demurrage caused by Buyer, delay in unloading, diversion, or ru on,ienmeut 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 tlentitied 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 all claims for personal injuries or property dauna gc arising from f is storage, use of handling of such Products. Claims for damage or shortage it) hansit roust he made by the Buyer again i the C'arri'er. The Buyer has the responsibility to inspect shipments before or during unloading to identity any such damage or shortage and see that appropriate notation is made tin lee delivery tickets or an inspection report furnished by the local agent of the carrier in Order to support a claim. 11. WNRRAINT•Y. The Seller w;u:cutf, only that it will onvey good title to the product and that, at the time of shipment, tine product will conform u> the published specificatictrs -•f the Seller. �0111�r's specifications arc subject to change at any time without notice to Buyer. NO OT14ER WARRANTY OF ANY KiND, EXPRESSFI) OR IMPLIED. IS MADE BY SELLER, INCLUDING ANY IMPLIED IVARRANI'II S OF MERCHANTABILITY OR FITNL•SS FOR A PAR17I0;- LAR PURPOSE Failure of the Buyer w•nhing thirty (30) days after receipt of die Product delivered hereunder to give mufec than such produce is not a q� waraeled shall be an unglJilred acceptanco orf such product and a ,carver 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_sliall be limited to-the replace I' 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 Buyer :hill be entitled only to a refund of the a r romtts paid to the Seller for such d Product. 12. LIh'II "I :l'I'ION OF LIAIII ATY. BLYER SHALL NOT BE FNT'ITLED TO RECOVER FROM SFLLhR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FXPENSF.S. 6:C'l.t tDfNG_P3UT NOT I MITER TO, THOSE INCURRED ON ACCOUNT OF ITIE. QUALiTY OR AMOUNT OF PROD1.(.7 DELIVERED OR TH_F, NON- DI ;LR'F,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 pmces,es o1• the Buyer of in combination with other substances or od rwise. 13. PATEN "I'S. The Seller agrees to defend and protect the Buyer against Arse or damage arising out of legal action for direct patent infringement in connection with the Seilcr's•manufactum of Product; provided the notified promptly of any such action with complete information and is given an opportunity io I 14. SECURITY INTEREST'.'Ihe Buyer hereby ,r to the Seller and the Seiler hereby reruns a security interest m till Products furnished by the Seller and the proceeds thereof', until the purchase price therefore is fully paid. Buyer agrees to execute such fntaneina .ct cements and other documents as Seller may detenninc to be necessary to perfect such security interest- V 15. GOVERNING LAY4. Any agreement based our the; acceptance of this offer shall be construed in accordance with and g overned by th(; Laws of the Store of Kansas provided than delivery terns shall be governed by INCOTERMS as published by the International Chamber of Contrnerce. 16. ASSiCNABILITY. Any agr,enwnt based on the ac e0ptutce of this tiff r shall not he asigntd>le by the Buyer without the prior written consent of tits Seliet and any purt)(med -nt sigrmtcnt verdiow such consent Shill be void. 17. ENTIRE _\GRLF.DIENI'. It accepted, this offer and the terms.on the Scher'; invoicing dreument constitute the entire agreement of sale and purchase <.f the product nasied heretri -No modification irf ifiie Agruinem shtdk.tx of tiny force or effort unless in writing and signed by the parties SOU-ht to be hound thereby, and Ilk' nu :ficarn:o shall be effected !)y :he aeknov}'lcdgment or ac ponce of purchase order firms contaihdhg different tei nts or conditions. AY/ NiDrth American Salt Company INVOICE A Compass Minerals Company Paw 1of1 PLEASE MIMIC. FEDERAL[DO: j r N Ay E mTt 6 Tz 0 "kz IN%P(MCEDATE '0"NUM5f99 AnANNTA2GA aws4 -m43 48- 1047632 DAYS I 5/23/2008 1 70200965 SOLD TO: 462129 1 C54512 SHIP TO: 505MB CS54514 CARAAEL UTILITIES E.125TTHSTREET 5484 .3450 W. 131 ST STREET CARMEL IN 46033 WESTFIELD, IN 46074 UNITED STATES OF AMERICA 4�P®PROH DATESHU"MD CU ®LLQLAGM cum ww" OADE 1aw5 AUGUSTROMENSSONS 05/22/08 W08 208258 208258 SO CAMM" HAI /TMUOC9 IsmPa6DRTYPE P.01L TRIMM TM10TOW 7659 SHIPPING POINT DELIVERED TRUCK B22 TAX WATUS TAX100 RELEAS 0 SAUM FWP EXEMPT 0031201550 B22 PRDDUCT DEBCRur DN TAX muANTm UOM UNT PFWE EXTENDED PRCE 7517 BULK COARSE LA SALT Y 25.72DO TN 01.14 1,57252 I I SUfAIAARY: PRODUCT 1,572.52 FREIGHT FUEL SUBTOTAL 1,57252 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT... 51,440.0000 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 1,572.52 This smaeaooe.1.s tb 0Smoneevoomm>�orshmlrwm. CREDIT NOTE (Tmna and Gon�bmot www."Lc*mj IN US DOLLARS US I TERMS AND CONDITIONS OF SALE L OFFER: No iernis stated by Buyer in it, bid, Purchase order, acknowledgmcm, or other form Shall be binding'npon 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 gaditional or different terms in Buyer's hid, Purchase Order,-, acknoivkJ`,meni, or other forms. T1I1vSlsLLER'S PROPOSAL IS EXPRESSLY LI611TLD.T0 ACCEPTANCE UPON THE TERMS AND CONDITIONS CONTAINED HEREIN. 2. PAYMENT. Buyer agte�s u+ make payment at Seller's location )and at the time specified on the Seller's anvoicirig.doculnent in lawful rnlnlcy of the U.S. The. Seller may, in its pole judgment, require su4b other.paynieut terns is it deems appropriate, including full or partial payment in advance of shipment or by letter of credit. 3. P:ASi' DUE ACCOUNTS. A finance charge of the lesser of 1. .5 per monli (18% APR) or the highest rate perrniued by law will be asscssed on all past due accounts. Interest chargecl'on a past due invoice will be as,cssed from the date of tire invoice. 4. PRICES. EXCEPT As OTHERWISE SPECIFIED IN THIS OFFER, PRICES ARE SUBJECT 1'O CHANGE WITHOUT NOTICE. ORDERS WILL 13E INVOICED, t :.NLESS.oTHER`TS'fSl; SPECIFIED IN THIS OFFER, AT THE SELLER'S PR1CF IN EFPECI' OY'THE SCHEDULED DATE OF SHIPMENT. Prices on the. invoicing docunent are net o1 all applicable discounts and promotional allowances. Any questions by the buyer. about the basis or accuracy of this pricing must he suffmitted to the Belle; in writing within 6) days of the date of t1w fniroic•e. 5. CANCELI;ATION AND MO0IF1(,.ATION. Orele;s may be canceled by Buyer only upon f t s written or oral notice to the Seller subsequently accepted it) writing by the Seller and payment to the Seller of mm cancel lation'ona'rges to be solely deuxurincd by the Seller. 6. CREDIT. Credit payment term,, must have the prior :approval of the Seller's Credit Deparuncuf wid must bc, %p_cified in: writing on the Seller's_imoicin, douutieut, 1i at auy unle Buyer', fi iwial respon ibility become, rtnpaired or unsausfacn>ry tri the Seller; Seller reserves thorighi to stop'shipa,!em. on notification to Buyer and to denand payment if) advance or at the rin:o of delivery for future deliverie, or to require tither Securny san,factory to the Selby, and in.the absence thereof, tv caric @l, without liability. the uafilted portion rife his conirict. 7, .T.I.XFN Any tax or other guvcrnpientad charge now or hereafter levied upon production, severance; ma charge sale, use or shipment of Products ordered or Sold will be charged to arid paid by tire Bnyei. Such uaxes are not in the seller's price. 8. DELAYS. All orders are accepted subject to the Seiler', ability to make delivery at the nuts- and in the qutarruties specified, and the Seller shall not be liable for damages For fa:flure to (rake pardsl or complete shifnneat or for the delay in uuaking shipment.. The Buyer shall be liable for any added expenses incurred by the Seller bemuse of Buyer's delay in fur:rishing requested ipformauon to the Seder, delays resulting from order change.; by the Buyer, or delay in unloading shipments at delivery point that are fire lauft of Buyer. The Seller shall not be liable for delays or default; in delivery caused by forces beyond its control including but not linuted to floods, fires. Stones, or other acts of God• by war or act of public enemy (or civil distwbance), strikes, lock outs, shortages of labor or raw materials and supplies (including fuel) or production facilities. transportation service or equipment shortages or failures, action of <{ny governmental authority or other conditions bcy, nd the Seeller's reasonable control. 9. SHIPMENT COSTS. Unless otherwise specified on the Seller's invoicing document, all transportation charge,. including, but not limiteJ to, Carrier's charges for notifivm ion prior to deliver, clen arrtge caused by Bi €yet, delay in unloading, diversion, or reconsigmaent will be paid b the Buyer. Ili. TRANSPORT RISKS AND Ci,AMIS. Risk of' tress 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 6fle. the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances ran(l will indemnify the seller against all claims for personal in)u ics or property damage raising from the storage, use of handlirlt of such Products. Claimq for damage or shortage i;i uansit rnust be made by the Buyer ag.mrsi the Carrier. The Buyer has the responsibility to inspect Shipments before or during unloading to idcntif} any such damage or shorage arid sec that appropriatc notation is made on the delivery uckets or au inspection report furnished by the local agent of the carrier in order to support a claim. It. WARRANTY. The Seller x•nrrant, only that it will convey good title tc the product and that. at the time of shipment, the product w-il! conform to the published specifications of the Seller. Seller's specifications; are subject to change at any time without notice to Buyer. �.O OTHER WARRANTY OF ANY KIND, EXPRESSUD OR IMPLIED. IS MADE BY SELL FR, INCLUDING ANY IMPLIED WARRANTIES of h'II.RCHANTABILITY OR FITNESS FORA PARTICU- LAR PURPOSE. Failure of the Buyer walring thirty '>O) day, after tcceipt of the Product deiiv, red hereunder to give notice thin such product is not as so warranted shall he tau unqutdilred accepr lice of such product and a warver of all claims with iespecfifieratn. In the event of an alleged breach hereof b the Seller, the sole remedy available. to the Buyer on account of any defect in the product shall be limited to the replace- meat of stn;lt defective product b} the Seller. In the event the remedy provided herein shall he deemed to have Budget its essential purpose, thin the Buyer shrill be entitled only to a refund of the amounts paid to the Selier for such defective Product. 12, LIMITATION OF LLAI R'ATY. THE BUYER SHALL NOT BE ENTITLED TO RECOVER FROM SELLER INCIDENi'<AL OR CONSEQUENTIAL DAMAGES BUT NOT LIMITE13 TO. THOSE INCURRED UNI ACCOUNT Of' THE QUALITY OR AMOUNT OF PRODUCT DELIVERED OR THE' NON- DELiVERY OF PRODUCT. The Baycr sssunies all risks and liability for any (damage to persons or property resulting from tfie use of the prosiuct dcli hereunder in nuinufacturing processes of the Buyer or in combination With other substances or otherwise. V 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', manufacture of Product, provided ilx; Seller is notified promptly of any such action with complete information and is given an opportunity io defend. 14. SECURITY INTERS SI'. "1 he 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 billy paid. Buyer agrees to execute Such financing statements and other documents as Seller may detenninc to be reCeSSary to perfect such security interest. 115. GOVERNING LA Any agreement based +7n the acceptance of this offer shall be construed in accordnn.e with and governod by the Laws of the; State of Kansas provided that delivery temp; shall he governed by iNCOTHRh1S ern published by the International Chamber of Commerce. 16. ASSIGNABILITY. Any agiecnrent based on the acceptance of this offer shall not he assignable by the Bnye* without the prior written consent of the Seiier acrd uny purl:orred assignment v :ithont such consent shall be void. r .1C :RE;E bile, v I'. if accepted, t`ri and the terms on nee Seller's invoicing, document con :ritmc tho enure agreement of sale and purchase of the proda<t named her in. No mnriiiicauvn of this ,a icemen(shall be of .any force or effort toeless in writing, and ,is;ned by the parties ought to be hounJ thereby, :uid I l k modification shall be effected by the acknowlecignienf or acceptance of purchase order roans containing differctit terms or conditions. AY/ North American Salt Company A Compass Minerals Company Page t of t PLEASERMTTO: FEDERAL 4: D INVOI -Em% INMr-ENUMBER AAnA GA 4 48- 1 0 4 7632 NE 60 DAYS 512112008 70200060 SOLD TO: 462129 054512 SHIP TO: 5458081 CS54514 CARIViEL UTILfT1ES E. 129THUSTREET 5484 3450 W. 131 ST STREET CARMEL IN 45033 WESTFIELD, IN 46074 UNITEDb`TATESOFAIVERICA 918 DATE SHIPPED CUSTOMIIPD ®LLCrLAUM 01MINHImIMER URDERTYPC to995 ALIGUSTROBBENSSONS 05120!08 W0805E 203010 203010 SO CARMR RAILITHUOt9 2It6PIM"a TYP! P.nB TER SS TEn"M ly 75599 SHIPPING POINT DELIVERED TRUCK B22 TAXSTATUS TAX109 RELEASES SALES REP EXEMPT 00312D1550 B22 I PF�UCT DBE F6F*nQN TAX OUAMM t= UPBT PFCE Errmwn PRCE 7517 BULK COARSE LA SALT Y 24.8= TN 81.14 1,521.77 I I l I SUNNARY: PRODUCT 1,521.77 FREIGHT a FUEL SUBTOTAL 1,521.77 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT... 49,780.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Thla sti. daoeda et bMTamraa,w GordBbrmd onMraens si�d leno4a CREDIT NOTE (T.Ir.1 Gon�brmof swsEio IN US DOLLARS US I TLRMS AND CONLATiONS OF SALL 1. OFFER. No terms stated by Buyer in its bid, Purchase Order, acknow or other form shall be banding upon the Seller except as expressly agreed in writing by the Seller. Buyer is hereby'ncnified 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 SEL.I,ER'S PROPOSAL IS EXPRESSLY LIMITED TO ACC1EP`FANCE UPON 17HE'rERNiS AND'CONDITIONS CONTAINED HERFIN, 2. PAYMENT. Buyer agrees to make pavnient at Sellers location and at tile.. trine specified on the Seller's invoicing document in lawful money of the C.S: The Seller may in its s„I, judgment. require such other payment teems rill deems appropriate. inelu(hng full or partial paynic:ut ni advance Of Shipmca, ar by feltCr'of 3. PAST DUE ACCOUM1 1'S.'A finance charge or the lesser of 15% per month (18% APR) or the highe�l rate permitted by law will be assessed on all pa,t due accounts. interest charged on it past due invoice will he assessed from the date of the invoice. d. PRICES. EXCLPT AS OTI IER \VISI.i SPECFFIED IN THIS OFFER. PRICES ARE SUBJEC "1' TO Cl iANGF W'ITH01 T NOTICE. ORDERS WILL 13E INVOICED• UNLESS OTT IERW'ISE SPECIFIED IN THIS OFFER, ATTHL SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE. OF SHIPMENT Prices on the invoicing document arc net of all applicable discounts an promotional allmexnces. Any questions by the buyer, about the basis ur accuracy of this pricing must be subriuitied to the seller in wining within 60 days of the date of the invoice. a, CANCELLATi.ON AND MODIFiCATION. Orders.nia, he canceled by Huyer only upon (1),wntten or oral notice to the Seller subsequently accepted in ,writing by the Seller and (2) payment to the Scller of reasonable; cancellation charges to be solely determined by the Seller. 6. CREME Credit payment terms muA have the prior approval of the Seller's Credit Department and rnu,t be specified in writing on the IMIer's imoicrn, document. if at any time Buyer's financial iasponsibihty becomes impaired or unsatisfactory to the Scller. Seller reserves the right u, stop shipment, on notification to Buyer and to demand payment in advance or at the ume if' deliver, for future defivem, or to require other security ;ati,facuny to the Seller, and in fire absence thereof, to cancel, without liability, tie unfilled portion of this contract. 7. TAXES, Any tax or other gocernuiental charge now t 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 tittle and in the quantities specified, ant] 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 furnistung requested information to the Seller. delays resulting front order changes by the Buyer, or delay in unloading shipments at deliver v point that are the fault of Buyer. The Seller <hall 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, shorrages of labor or raw materials and supplies including fuel) or production tstcilitie hansportarion ,service or equipment shortages or failures. action of any governmental authority or other conditions beyond the Seller s reasonable control. 9. SHIPM ENi' (:OSTS. Unless otherwise specified on tfhe Seller's invoicink 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 rceori <ignnntm will be paid by the Buyer. le). TRANSPORT RISKS AND CL AiNIS. 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 title. the Buyer is then responsible for proper Protection of Products and compliance with all regulations and ordinance, and will indemnify the Seller against all claims for personal injuries or property damage ar sing lions the morare, rise of handling, of such Products. Claims for danrlge or shortage in transit must he made by the Buyer against the C:arrier.'rhe Buser has the responsibility to inspect shipments before or (luring unloading to identify any such damage or shortage Turd tied [hall appropriate notation is made on the delivery tickets or au in <pec•tion report furriklied by the local agent of the carrier in older to support it claim. 11. NVARRANTY.11ie Seller warrants only that it will convey goad 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 are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, IS MADE BY SELLER, IN(,'LIJDiNG ANY iMPLIED WARRANTIES OF NiERCHANTABILI fY OR FITNESS FOR A PARTICU- LAR PURPOSE. Failure of the Buyer within, thirty (30) day, after receipt of the Product delivered hereunder to give notice that such ptuduct is not its so warramed shall be an unqualified acceptance of such product and ;t waiver of all claim: with respect thereto. In the event of au alleged breach hereof by the Scller, the .sole remedy available to the Buyer on account of any defect in the product shall be bruited to the replace menu of such defective prMuct by the Seller. In the event the remedy provided herein shall he 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 TO RECOVER FROM SEL1.,F.R INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES, INCLUDING. BUT NOT IAMITED TO. THOM: INCURRED ON ACCOUNT OF TI IE QUALITY OR AMOUNT OF PRODUCT DELIVERED OR TIIE NON- DELIVERY OF PRODUCT 'l he 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 againstlosS or damage arising out of.legal action for direct patent inti ingeutent 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. 19. SECURITY INTEREST. The Buyer hereby grants to the Seller and the Seller hereby retains a security interest in all Products furnished by the Scller and the proceeds thereof. until the purchase price therefore is filly paid. Buyer agrees to execute such financing statements and other documents its Seller niay determine to be necessary to perfect such security interest. IS. GOVERNING LAN'. Any ugreenhenr based on the acceptance of this tiller hall be construed in accordance with and governed by the Laws of the Suite of Kansas provided that delivery terms shall be goverried by INCOTERMS as published by the International Chamber of Commerce. 16. ASSiGNABILiTY. Any agreement based on the acceptance of this offer shall riot be assignable by the Buyer without the prior written consent of the Seller and any purported ussignnient without such consent shall be vai(C 17. ENTIRE, AGREEMENT. If accepted, ihi_s offer and the terns on the Seller', invoicing document constitute the'entire agreement of sale and purchase of the product narned herein. No modification of this Agreement shall be of any force or effort unless in writing and Signed by the par ties 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. I� y/' North American Salt Company INVOICE A Compass Minerals Company Page i of 1 l PLEASEwEM9TTD: MERAL ®9: PAyfawTERMS INVOCEDAW IAfVOI-EAIu&wf14 AnA P GA 3aw4-70U 48- 1047632 NET 60 DAYS 5/22/2008 70200432 S OLD T o: 462129/C54512 SHIP TO: 505808 CS54514 CARMIEL UTILITIES CARPEL UTILITIES 3450 W. 131ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 UN�ITEED tT IN OF AMERICA F SIt PRQ9 DATE SM»� CWTUM" FD ®LLCr LANG amm" MIER anaZ YPE io AIIGUSMORMNSSONS 05/21/08 NIQ805W 203011 203011 SO cAe�w walLrTwu®ca O�PtABiTTYPC roa Pw>�.ltT Telwl,rawy 76599 SHIPPINIG POINT DELIVERED TRUCK B22 T"WATM TARIDa wELP.A5ea SALEwEP EXEhFT W312D1550 B22 PRODUCT DEBCRTPTM TAX QUAmTITY UOU UHTT PME EXTENDED MCE 7517 BULK COARSE LA SALT Y 24.5000 TN 91.14 1,497.93 i i sUIMARV: PRODUCT 1,497.93 FREIGHT s FUEL SUBTOTAL 1,497.93 STATE TAX COUNTY TAX CITY TAX NESSAGES: I TOTAL WEIGHT... 40,000.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1 -800- 743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS U5 1,497.03 Tnssmaa��m. s�e> I,° T.. �aco,aa>ormoesr«ewnw�.lasde,►,u,wte CREDIT NOTE �n9wc°naa�° �"�•"a'°�°"'� IN US DOLLARS US TERMS AND CONDITIONS OF SALE. 1. OFFF'R. Nu terns stated h Buver in its h'd. Purchase Order -c toktiow(ed Went. or othr, fforro `shall he 6n in a xn the Seller except as es ressly a<reed in- y t g I 1 P writing by the Seller. Buver is hereby notified of the .Seller's objection to�imd rejection of any additional or different terms in Buycr'C hid- Purchase Order, acknowledgment, or other form .`'J'EIE'SFlI:Li if .S PRUPOti;1'L' IS IXYIit;i�`Ll' I- iMITEI)'?(O ACCI:P`r, NC;L l;Pe;N TIIE TER AND..CONDITIONS CONTAINED HFREIN. 2. YA1'MF.NT. Buycr tl;; S to make Payment at. Set ler'Slocation and at the tittle specified on the Seller's invoicing document in lawful money of the U -The Seller may, .m n, sole judgment. re:gmire A icli Othef payment terms as it deems appropriate, including full or partial payment in hdvance.Of shipment or by letter of credit. 3. PAST DI,E ACCOUNTS. A finance charge of the lcss'e6W,, 1,5% per month (18 -APR) or the highest rate permitted by law will he WcSCSSC•d on_.alf feast due accounts. 1worest charfed'ori a•paisf due invoice ,rill he assessed f rofit'Ibe dale of the invoice. a. PRiCES. Fh('F AS OTHERWISE SPECIFIFI) IN THIS OFFER, PRiCES ARE SUBJECT TO CHANGE; WITHOUT NOTICE. ORDERS WILL BE INVOICED, UNLESS 011 LRWiSF )PE(.IFIEI) IN "'HIS OFFER,:ITTHL :.SLL1,LR'S PRi('Ii IN EFI "IiCT ON'I'11E S('1IEDCLF,D DA "i'Fi Oh S111Ph1E`!T. I riees or'ii:e -uiang document arc net of all apjihcahte discounts and hruntoxional alLivrt Seas. Any ydtstions by the buyer about, the basis or accuracy of'ihis pricing must be submitted to the st,lici in writing within 60 (tays of the date_ of the mvo!re. 5: CAN( ATION,AND MODIFcICATION. Orders_,nay be canceled by Buyer onh• upon (t) written or —t1 notice to Lhe Seller .uhscqucntic accepted' ill writing hv.ihe- Scatter and (2) payment to the Seller t reasonable cancellation charges to he solely determined by the Seller, CREDIT'. Credit payment terms must have tha poor approv:d of the Setter s'Crulit t)epartirteut and most be writing on [h: Seller's invoicintt document, if at any time Buyer's financial responsibilit becomes impaired or unsatisfactory to the Seller, Sellet reserves the right to stop shipment. on notification to Buyer and to detm,nd payment Su advance or at file time of delivery fin' future dchvcnes or to rctildie other security satisfactory to the Seller, and Sn the absence thereof, to cancel, without }iabitity;,the unfilled portion of this-contract. 7. 1-iX ;S. Any tax or pthet g oventniquial shame nov or hereafter levied upon production. severance,- manuFtcture, felivery storage, consumption- sale. use or shipmfnt of Products ordered or sold will he charged to and paid by the Buyer. Such taxes are not colered in ifie Seller's price. R. DEL-•1YS. 411 orders are acecr(ed subject to the Seller's ability to make delivery at the time and in the quantities specified, and the Sellet shall not be liable for damages for fw1ure 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 hr furnishing requested ntf ormation to the Seller, delays resulting from order changes by the Buyer, or delay in unloading shipments at delivery point that are the fauir of Buyer. 'rhe Seller shall not be liable for delays or defaults in delivery caused h} forces beyond its control including but not limited to flooeis, fires, storms, or other acts of Gott by w'ar or act of public enemy (or civil disnrrbance), strikes. lock outs, shortages of labor or ray materials and supplies t,iuciudurg fuel) tit production facilities, transportation service; or equipment shortages or failures. action of any governmental authority or other conditions beyond the Selici's reasonable conhul. 9. SHIPMENT COSTS. Unless otherwise specified on the Scfler'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 unloadine, diversion, or tecinsignment will he paid by the Buyer. 10. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Product: 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 regulations and ordinance, and will indemnify the Seller against all claims for personal injuries or property danral C' arising from the stot nee. use of handling of such Products. Claims for da;nage or shortage m transit must be made by the Buyer again <r the Cartier, Tlx: Buyer has the respon <SbSfity to inspect shipments before or during unloading to identify ally such damage or shortage and see that appropriate notation is mach on the delivery tickets or to inspection report furnished by the local agent of the carric r in order to suppo: t a claim 11. WARRANTY. The Seller tvtniants 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. Sellet 's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRAN t Y OF ANY KIND, EXPRESSI:I) OR IMPLIED, 1S MrADF BY SELI,FR, INCI (.;DING ANY IMPLIED yt',ARRANTIES OF MERCHANCTABILITY OR FITNESS FOR A PARTICU- LAR PURPOSE. Failure of the Buyer within thirty (30) days after receipt of the Product delivered hereunder to give notice that such product is not as so warranted shall be an unqualified a ceptance of such product and it 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 du product shall be limited to the replace menu o shah detective product by the Seller. In the event L- e'remeity provided heicin shall he deemed to have failed its essential purpose, then the Buyer, shall be entitled only to a rotund of the arnotmtspaid to the Seller for'such detective Product. 13. LIM IIce"170e1i'OF'Li_ABILI7;Y.-TIIE BUYER ~HALL NOT BE EN'I ITLED TO RECOVER FROM SELLER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXfFJNSES;-TtiCFa.4DiNG.-Bt•! "t' NOT LIMITED 1'O, TiIOSE, INCURRED ON ACCOUNT OF THE QUALITY OR AMOUNT OF PRODUCT DELIVERED OR THE NON DI;J...tVBRY OP YROt)E1C;T.'Ihe E3uyer assumes all risks and liability for any damage to persons or property resulting from the use of the product delivered hereunder tit manufactn ing processes of the Buyer or in combination with other substances or otherwise. 13. PATEN'l;S..1hC Stile; at%rec a to defend and protect the Buyer against to -s or damtage arising out of legal action for direct patent infringement in connection with r die Seller,, m<unifacurrebf Pmth!it provided the Seller is notified promptly of terry such action with complete infOrtnaugn_and is given an opportunity to defend.- Id. 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 may detennine to be necessary to pet fectsuch security interest. 15. GOVERNING LAW. Any agreement based on the acceptance of this offer shall be construed in accordance with and gove:uted by the Laws of the Sate of Kansas provided that delivery terms shall be governed by INCOTERMS a., published by the International Chamrbcr of Commerce. 16. ASSIGNABILITY. Ariy agreement based on thc'aceeptanwof this offer.shadLnoi be without the prior wrist; n consent of the Sellet and any purported as:ignrnent without such consent shall be v oid, '17. ENTIRF'AGREEMENT, if'ai:cepted, thi 6fTer aitd the terms on tbe:Scllar's iitvciicirliihunnreiti the entire agreement of' sale and purchase of the pioduci nrm:d herein NC; mudr'iraitioa of this Agrecincna shall be of any Circe or eflort unless tit writing and ;igncd by Ilie parties sought ro he hound thereby, and no mo cif i.aboll >hall Ix; elici tcd by the acknov4.l'edkment ur iicce'ptamcc of purchase order forms c6ritairiinz differcalt tenns ui conditions: a Prescribed by State Board of Accounts City Form No. 201 (Rev 1995) ACCOUNTS PAYABLE VOUCHER CITY OF C:ARMEL 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. f� Payee 358765 NORTH AMERICAN SALT Purchase Order No. PO BOX 277043 Terms ATLANTA, GA 30384 Due Date 6/4/2008 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 6/4/2008 70202128 $1,546.84 r 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 081983 WARRANT ALLOWED 358765 IN SUM OF NORTH AMERICAN SALT �Q►� r PO BOX 277043 ATLANTA, GA 30384 JLf'o Carmel Water Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO INV ACCT AMOUNT Audit Trail Code 70202128 01- 6180 -03 $1 6 6t -o3. j,s31.J1 D tol�'o 03 ),S'`)1.9t g6�fb?o a�oq�S G1 I�9�.93 tP �o� uoy3,� a1 •io1�t) t SOP 7o0b&,4b t a L`3t��`� Ol•� t�•D 3 `SC�Z2 I 0S. Voucher Total Cost distribution ledger classification if claim paid under vehicle highway fund