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HomeMy WebLinkAbout159999 05/28/2008 CITY OF CARMEL, INDIANA VENDOR: 358765 Page 1 of 1 ONE CIVIC SQUARE NORTH AMERICAN SALT COMPANY CHECK AMOUNT: $11,910.70 CARMEL, INDIANA 46032 PO BOX 277043 ATLANTA GA 30384 CHECK NUMBER: 159999 CHECK DATE: 5/28/2008 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AM DESCRIPTION 601 R5023990 W0705 70194171 1,506.49 SALT 601 R5023990 W0705 70194172 1,574.36 SALT 6.01 R5023990 W0705 70194173 1,500.38 SALT b01 R5023990 W0705 70195002 1,524.22 SALT 501 R5023990 W0705 70195545 1,491.82 SALT 301 R5023990 W0705 70196531 1,405.00 SALT 601 R5023990 W0705 70196532 1,511.99 SALT 601 R5023990 W0704 70196533 1,396.44 SALT North American Salt Compan INVOICE A Compass Minerals Company paw- I of 1 PLEASERVATTD: FEDERAL®®: PAYIMUTTEWIM INMr-EDATE INMr-ENUMER A LAHTA ?GA o3aa- 48- 1047632 NET 60 DAYS 5/9 /2008 70196533 SOLD TO: 462129 1 C54512 SHIP TO: 505W81 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 V►l.131ST STREET 54M E. 1 25TH STREET i WESTFIELD, IN 46074 UR�D �T IN OF AMERICA i I MWPIMPIMM DATe Std CLISTMOH PD OLLQ LAD CHM IiL UER CMDen TYPY 10400 C14CAGOPLAW OW09/08 W0804E 205044 205044 SO CAFlRffX MLITnUCK0 eTitYWdEfifTYPE FAIR MEOW TEIMM Tennmmw 76823 SCtffMoom SHIPPING POINT DELIVERED TRUCK B22 TAX%TATUS TAXID® RELeASe6 SALE REP EXEMPT OD31201550 B22 I PF=tr-T DEBCFMrn= TAX COJANTITY UOM UNFT PIOE EXTENDED MOE 7517 BULK COARSE LA SALT Y 22.84W TN 61.14 1,388.44 I I SUMMARY: PRODUCT 1,396.44 FREIGHT FUEL SUBTOTAL 1,396.44 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT... 45,680.0000 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 1,388.44 Thh Sib ofModsA b#m Tammand C*tdBbm on fie rommakm of fhfa Inwks CREDIT NOTE cram ,s,dcona�eay.�mam>a�.n�aC«n� IN US DOLLARS US I TERIYIS AND CONDITION'S OF SALE 1. OFFER. 'so terms stated by Buyer its bid: Puichase Orde. acknowledgment, or other form shall be binding upon the Seller ex :i7t as expressly agreetl it) writing by the Seller. Buyer is hereby fit fill of the Seller's objection to and rejection of any additional or d,Ifarent terms in Buyer's bid, Purchase Order, acknowledgment. or other form,. TIIE SELLER'S PROi'OSALdS LXPRESSLY LIMITED TO ACCETT.ANCI UPON THE T EI'ivt5 AND CONDI'llONS. r CONTAINED HF.KF.IN. 2. PAYMENT. Buyer agrees to make payment at SCller'S h>Catio,i and at the ante specified ern the Seller's invoicing docuruent in lawful money of the U. The y Seller may. :n its sole judgnm, nt, rexluirc such other payment terms as it deems appropriate. including full or partial paynioni in advance of shipment or by letter of credit. 3. I'AST I)1 E ACCOUNTS. A,tuanee charge of the Ieesei of 1.5% per month (Ml APR1 or the highest rate perttniltcd by law will h, asse: on all past dtie accounts. Interest charged on a past due invoice will he assessed finni the dauc of the invoice. T. PRICES. FXCI PT AS OTIIhRWISI; SPECIFIED IN THIS OFFER. PRICES ARE SUBJECT' TO CHANGE wiTIJOUT NOTICE. ORDERS `+V111_ fit- INVOICED, UNLESS OTHERWISE SPECIFIED IN THIS OFFEK, :%TT'HFS SELLER'S PRiCL IN EFFECT ON THE SCHEDULED DATE OF SHIPMENIT. Price on the invoicing document ore net of all applicable discounts and promotional allowances. Any questions by the buyer, about the basis or accuracy of this pricing must be sub,uitted to the seller in writing within 50 dais 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 Sellea subseyuemly accept g in w•ritirig by the Seller and (T) payment to the Seller of ic.tseinahlc canc,llation cba egos to be solely determined by the Seller. 6. CREDIT. Credit pacm,'nt 1, cons uum have the p:inr approval of the tiealer'.c Credit Depaumett and mast be specified'in writing, on the Seller'a imowinit docuntem, If at am time Bayer's financial responsibility becomes impaired or unsatisfactory to the Seller, Seller iesal -es the tight to stop shipment. on noaific:d6tt, to Buyer and to demand payment ill advance or at the tittle of delivery for f,ature deliveries or to require other security satisfactory to the Seller, and in the absonec thercof, t(+cauceJ, without huhflity the unfilled portion of this contract. 7. TAXES. %ny tat or other go, ernmetttal charge m)tv or hereafter levied upon production, ',,•verence,_Inaoilfa(;tUno, deliverv, storage, consumption, sale, use or shipment of Products 61dered or .old will he charged to and paid by the Buyer, Such taxes are not covered in the Seller's price. R. DELAYS. All orders are, axepted subject to the Seder's ability to make delivery, at the finite and in the quantities specified, and the Seiler shall not lye liabledor damages for failure to make partial or complete shipment or for i the delay in making shipments, fhe Buyer shall be liable for atriy'added expenses incurred 15 the Seller bceause of Buyer's delay in furnishing reque,tcd inlixniation to the Seiler, delays nsultiug from Dreier charge•• by the Buyer, or delay in unloading'sltipments" at delivery point that are the fault of Buyer. 'fie Seller shall not be liable for delays or default.. it) delivery caused by forces beyond its control including bur•not, limited to floods, fires, stones, or other acts of God, hp war or act of public enemy tu y (or civil disrbance), strike:. lock outs, shortages of labor or raw material; and supplies tincludntg fuel) or production facilities, transportation service or equipment shortages or failures. action of awry governmental authority or other conditions heyond the "idler's reasonable eo tool. 9. SHIPMENT COST'S. Uule, otherwise specified on the Seller's invoicing document. all transportation charges, including. but nor limited nn. carrier's charges f uu:ih, niw •a prior to deliver, d. murra e, caused by Royer, dolav in unlondatg, diversion, or r"e usil will he paid by the Buyer, III. TRANSPOR'i' RISKS AND CLAIMS. Risk of loss and title to Products transfers to the Buyer upon delivery at the F.O.B. point idetllified on the Seller's invoicing docantent On xceipE o+! title, the Buyer is cnen ic,ponsibic• for proper protection cif Products and C.mnpli mcc with all regulations and ordinances and will Indemnify the Seller again'r all clauns for personal injuries or property danna,+e ansin, from the storage. use of handling ofsuch Products. Churns for damage or shortage in transit must be made by the Buyer against the Carder. The Buyer has the responsibility 10 inspect ShipmeutS before or during unfoading t� identify any such Jsmage ur shortage and "cc that appropriate notation is made our the delivery ticket, or an inspection report furnished by the local agent of the carrier in order to support a claim. Il. 4�ARK.INT'F. 1'he Seiler wz Hants uoly that it will couvey good tGic u; the product and that, at the time of shipment. the product te;ti eonlirrm to he dnnJ }Ii heal specifications o1 the Seller. Seller's specifiraions are subject to change at any time without notice to Buyer. NO OTTER WARRANTY OF ANY KIND, EXPRESSED) OR l..OPLILD, IS MADE BY SELLER, INCLUDING ANY IMPLIED lAARRA \T JI:S OF NIETCM: NTABILITY OR FCI NF?' S FOR A RMUICt'- LAR PURPOSE. Failure of the Buyer withing thirty (:30) days alter receipt of thu Product delivered hereunder ru give notice that such product is not as so warranted ,h :ill h ,m r�.ulualH�ed accopt,ur r. of such product and a waiver 6T-all calm, with te,pect thereto. In the rent an alleged hicach hereof by (fie Seller. the sole iernedy available to the Buyer nn a,cuunl of any defect in the product shall b; limited tit the replace- mem a defective product b the Seiler Tit the client the reindly pro: ded hrrcin shall be- deemed to have fatld its ecsentiaf purl), =.c, then the Buyer shall be entitled only :o it refund of the amounu paid to the Seiler forsuch defective Product. 12. LIA' n OF LIABILITY. THE BUYER SHALL NOT BE ENTITLED TO RECOVER FROM SELLER INCIDENTAL OR CONSEQUENTIAL L•N DANIAGES OR EXPSES, I BUT NOT LIMITED TO. THOSE INCURRED ON ACCOUNT OF THE QUALITY OR AMOUNT OF PRODUCT DELiVERED OR THE NON- DITAVERY OF PRODUCT. 'flit Buyer assurnes all risks art(] liability for any damage to persons or property resulting frorn the use of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other substances or otherwise. 13. T ATEN•LS. 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 ruanufaciure of Produ I, pry%ided the Sella is notified promptly of any such action a -nth complete infonn.ition and is Riven an opportunity to defend. Id. SECURITY INTERE5 L The Buyer hereby grams to the Seller and the Seller hereby retains it security intereat 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 Setk•r may detennine to be necessary to perfect such securty micros(. 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 lot sus shall be governed by iNCOTEkb'1S as published by the Jnrc :nnational Chimrber o of Cornmerce. 16. ASSIGNABILITY. Any agreement based on the acceptamcc of this ooffer'shall not ix assit nahle, by the Buyer without the prior written consent of the Sell and any purported assignment without such Consent shalt be void. 17. AGREEMENT. It accepted, this offer and dt2lerms our We Seller's invoicing r4warnenl constitule tl,e entire agreement uf'sale and'purclune or lho: product named herein. No modification of this Agreement shall be of any fierce or effort unless in writing and signed by the parties sought to be bound thereby, and nu rnodifiaaion shall be effected by the acknowlederucnco! aceepuutw of purchase order forth, containing different terms of conditions. Ay/ North American Salt Company A Compass Minerals Company INVOICE Page Iofi PLVASEREMMIO: FWMALm9: TE J F N AY IVI EMn1,6 INVOCE DATE INVOiGeNURI DEH aT ANTA,GA 4 -704a 48- 1047632 ET 60 DAYS 5/2/20013 701 94171 SOLD TO: 462129 C54512 SHIP TO: 505MB CS54514 CARMEL UTILITIES CARPEL UTILITIES 3450 W. 131ST STREET 5484 E. 125TH STREET WESTFIELD, IN 46074 uN �ITE�D �"fATE OF AMERICA f� DATES ctiST�nPO SUCrLA� ee ofm nraeen QIOlnTM F s AUGUSTRORMNSSONS 05101/0,8 Wo805W 201448 201448 SO 75599 SHIPPING POINT DELIVERED TRUCK B22 TUS TAXIDO t�1.CASS'a SAUSimp 0031201550 B22 PRaDUCT DEBOMPTION TAX QUAMTTY UOM UWf PRCE EXTENDED RICE 7517 BULK COARSE LA SALT Y 24.64M TN 61.14 1,506.49 SUMMARY. PRODUCT 1,505A9 FREIGHT a FUEL SUBTOTAL 1,505.49 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 49,280.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY a WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,50049 Thh Si1C aaoo� s �8ffleci b 9+�TamnantlGondltlo'a of S� on 9ro rweees vl� d fih Inwtm CREDIT NOTE.- crarfn IN US DOLLARS US TERMS AND CONDITIONS OF SALE 1. OFFER. No terms suited by Buycr in its hid, Pmcha Order, acknowlcdv'tne:nt, or other form shall be binding, upon the Seller except es expressly agreed ill writing by the -Seller. Buyer is hereby notified of the Seller's objec•ti6n td'and rejection of any additional or different terms in Buyer's bid, Purchase Order, acknowledgment, or other forms. THE. SELLER'S PROPOSAL iS 13 \1 LIMITED TO ACCEPTANCE UPON THE TERMS AND CONDITIONS CONTAINED HEREIN. 2. PAYMFNT. Buyer agrees to make payment at Seller's location and at the Bute specified on the Seller's invoicing document in lawful money of the U.S. The Seller may, in its s61e. judgment, require Suchother jhaynteut ternlsats it deem appropriate. including full or patrtial payment in advance of shipment or by letter of, credit. 3. PAST DUE A C.OUN 'r8. A finance': charge of the lesser of 1.5 per month (18% APR) or the highest rate permitted by la* will be assessed op. all 'past d(te accounts. Interest charged on a past clue invoice will be assessed from the dole of the invoice. 4. PRICES. EXCEPT AS OTHERWiSE SPECIFIED IN THIS OFFER. PRICES ARE SUBIL(A TO CHANGF WITHOUT NOTICE— ORDERS WILL lit. INVOICED, UNi_FSS OTHERWISE SPECIFIED IN THIS OFFER, ATT'HE SELLER'S PRICE iN EFFECT ON Tflli SCI IEDtil.ED DARE OF SHIPMEiv'T. Prices on the invoicing document ate net of all applicable dis ounra and pro:uodonal allowances. Any questions by (he buyer, about the basis or accuracy of.this pricing must be submitted to the seller in writing within 60 day; of the date of the invoice. 5. CANCEid,A "LTON ANi) MODIFICATION. Order, may be canceledfiy Buycr only upon (1) written or oral notice to the Setter subsequently accepted in writing by the Seller and (2) paynieul to the Seiler of reasonable cancellation cliarges to be. solely determined by the Seller. 6. CREDIT. C:reoit payment tents roust have the jir r iof•approval of the Seller's Credit Department and muu'le sh::::ificd in wroth.;' on the Seller's invoicing, document. If at any Bute Buyer', financial recporisihility becomes impaired or unsausfactory,to the Seller, Seller re,crves the right to stop shipment, on notification to Buyer and to demand payment in advance or at the, firma of delivery for future deliveries or to require other security satisfactory to the Seller, and in the ahsene: thereof. to cancel, without liability, the unfilled portion of fns contract. 7. TAXES. Any tax or other govennnrental charge no" or hereafter levied upon production, severance, manufacture, delivery. storage, consumption. sale. use or shipment oil' iodum ordered or sold will be changed 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 deliver at the time and in the quantities specified, and the Seller shall not be liable for damages for kiilurr to make partial or complete shipment or for the delay in making shipments. The Buyer shall be fiable for any added e incurred by the Seller because of Buyer's delay in furnishing requested i nfortuation 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 defaults in delivery caused by forces beyond its control including but not limited to floods, fires. storms. or other acts of Clod, by war of act of public enemy (or civil disturbance), strike., lock -outs, shortages of labor or raw materials and supplies (including fuel) or production facilities. trunSpl•radion service or equipment shortages or lidlures, action 4 any governmental authority or other conditions beyond the Seller's reasonable comrol. 9. Si IPMEN'r Cos "1'S. Unless otherwise specified on the Seller's invoicing document, ail transportation charges, including, but not limited to. carrier's charges for notification prior to deliver, demurrage caused by Buyer, delay in unloading• diversion. or recominatent will he ptud by the Buver. 10. TRANSPORT RISKS AND CLAIMS. Risk of loss and tide to Products transfers to the Buycr upon delivery at the E0.13, point identified on file Seller's invoicing dnrumcm. 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 till claiuts for personal injuries or property damage aiisiog fiom the storage, use of handling of such Products. Claims for damage or shortage in transit must be made by the Buyer against the Cartier. the Buyer has the responsibility to inspect shipments before of during utiloading to identify an Such damage or shortage: and sec that appiopiian• notation k nntde on the delivery tickets or an inspection report furnished by the local agent Of the carrier in order to support a claim. 11. NNARRANT'Y. The Seller warrants only that it will convey good title to the product tend that, at the time of shipment. the product will conform to the published specifications of the Seller. Seller's specifications are subject to change ❑t an little without notice. to Buyer. Nil OTHER WARRANTY OF ANY KiND, EXPRESSLY) OR iMPLIED. iS MADE BY SELLER, INCLUDING ANY 11'IPlAIED WARRANTIES OF MERCI IANTABILiTY OR FiTNIESS FOR A PARTICU- LAR PURPOSE. Failure of the Buyer wishing thirty (30) days after receipt of file Product delivered hereunder to inve notice that such product is not as so wanantcd shat) be an unqualuied acceptance of'such product and a waiver of till claims :eilh respect thereto. In file eccm ,fan <dlegcd breach hereof by the Seller, the sole: remedy mwaihtbl(; to the Buver on account of any defect in the product shall he limited to the rephice- ment of Such defective Product by the Seller, In the event the remedy provided herein shall be deemed to have failed its e putpuse, then the Buyer shall be entitled only u) to refund of the autounts ptad to the Seller for such defective Product 12. LIMITATION OF LIABILI'T'Y. THE BUYER SHALL NOT BE LNT'IT'LIED TO RECOVER FROM SELLER INCIDENTAL OR CONSEQUENTIAL. DAMAGES OR EXPENSES. INCLUDING, BUT NO 'I' LIMITED TO. "['HOSE INCURRED ON AC'COUN'T OF THE QUALITY OR ANlOUN'T OF PRODUCT DELIVERED OR THE NON -DELI VERY OF PRODUCT. The Buyer assumes all risks and liability for tiny dainage to Persons or property resulting front the use of -the product delivered heretirider in nhanufacturing processes of the Buyer or in combination with other substances or otherwise, 13, PATEdTS.'I'ho Seller agrees to defend and piste.: the Buyer against It"s or danr<tge arising, out of legat action for direct patent infringement in connection with the Seller', manufacture of f roduct, provided the Seller is notified prontpdy of any such action with complete information and is given an opportunity to defend. 14. SECURITY ivrEREST.'Ilic Buyer hereby grants to the Seller and the Seller hereby retain. a security interest in all Products furnished by the Seller and -tic proceeds thereof: se until the purcha price thenefoic is fully paid. Buyer agrees to execute such financing statements and other (10CUlmenlS as Seller may determine ;o he necessrin to perfect such security interest. 15. GOVERNiNG LAW. Any n,tmement baeed on the acceptance of this offer shall be construed in accordance will and governed by the taws of the Sratc of Kansas provided that delivery terms shall be governed by INCOTE•RMS as published by the International Chamber of Commerce. Iii. ASSIGNABILITY. An agreement hated on the. acceptance of this offer Shall not be a <signable by the Buyer without the prior written consem of die Seller,:nd any purported assignment without such consent shall be void: 17. ENTIRE AGREEMENT. ti' accepted. this oft'ee. and the tents on file Seller's invoicing docauuent constitute the entire agreement of ,ale and purchase the product named herein. No modillcation of this Agreement shall be of any force of effort unless in writing and signed by the pantie: sought to be bound thereby, and no modification shalt be effected by the acknowiealemeul or acceptance of Purchase order forma containing different ternns or conditions. AY/ North American Salt Company A Compass Minerals Company INVOICE Page iofi PLEASCRGWHTTO: FEDERAL ®B: IWO J r N AY IVI NTTERW6 60 rDCDATE INVOIGGP9IWl8 A �a4 -7D4a 48- 1047632 ET DAYS 51212005 94172 SOLD TO: 462129 C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 931 ST STREET 54M E. 125TH STREET CARMEL WESTFIELD, IN 46074 UNITED tT I N OF AMERICA Flom7 E1XEMFT DATES CNSTCWWva ELLOTLAMM ofman Mm" OAD =flTYP2 3 AUGUSTROB�ENSSONS 05/01/Q8 W0805E 2014 201450 SO MLITRUCK8 EAIiR88E1R TYPE FA H/ 1L rNEIGNi TOMM TwHrno 76599 SHIPPING POINT DELIVERED TRUCK B22 TV3 T.109 ifELJCASE0 SAL=MP 00312D1550 B22 PFML CT DEBCF�TM TAX OUAMM UOM UMT PRCE EXTENDED PRCE 7517 BULK COARSE LA SALT Y 25.7500 TN 01.14 1,574.38 I SUNMARY: PRODUCT 1,574.36 FREIGHT a FUEL SUBTOTAL 1,574.36 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT... 51,500.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 -743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,574.30 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Thh Cook nub�ietbiha TammaeW Go,dlSbrmWSsb oef 9a wraae skb d 9hm imotu CREDIT NOTE rh 0, 11w 'b .n'd."�'a�°'"x IN US DOLLARS US TERMS AND CONDITiONS OF SALE: 1. OFFER. No temps stated by Buyer in its bid. Purchase Older, acknowledgment, or other form shall be hinding upon the Seller except as expressly agreed in writing by the Seller, Buyer is, hereby notified Seller's objection. to and, rejection of any additional or different terms in Buyer's lad. Purchase Ordet: acknowledgment, or other forms. TFIF SELIdiR'S PROPOSAL IS EXPRhSSL.Y" LIMITED TO ACCEPTANCE UPON THE TER31S AND CONDII IONS CONTAINED HEREIN. 2. PAYMENT. Buyer agrees to make payment at Seller's location and at the time specified on the Sellcr's invoicing document in lawful anoncy of the U,S5 the Seller may, in its ct>Ic judgment, require such caber pa}'meut rectos as it deems appropriate. including full or partial Payment in advance of.hiptnent or by letter of credit. 3. PAST DUF; ACCOUNT'S. A fiuuncc chargelol the lesser of 1'5%.per month (18% APR) or the highest rate permitted by law will be assessed on all pa,t clue accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. 4, PRICES. F.XCI ;PT AS OTHERWISE SPECIFIED iN TIHS OFFER. PRICES ARE SUBJECT' TO CHANG1. WITHOUT NOTICL ORDERS WILL BE INVOICED, UNLESS OTHERWISE SPECIFIED IN T'I IIS OFFER, ATTHE SELLk.R'S PRICE, W EFFECT ON THE SCHEDULED DATE? OF SHIPbIENT. Prices on the invoicing document are net of ail applicable discounts promotional allowances. Any. questions by rho buyer, about the hasis.ur accuracy of this pricing )Trust •be` SirTlnriitied 10 the seller in wriling"Within 60 clays of the date of the invoice: 5. CANCELLATION AND M01)iFICJATION. Orders may be canceled by Buyer only upon (1) written or oral notice to the, Seller subsequently accepted in writing by the Sellei and (2) payment to flit; Seller of reasonable cancellation charges to be solely determined by the Seller. 6. CREDIT. Credit payment terms nmsl have the prior approval of the Seller's Credit Department and ruuat be specified in writing oil the Seller's invoicing document, fiat 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 demand payment in advance or the time of delivery for future deliveries or ld require other'security satisfactory tei 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 pt hereufter levied upon production, severance, manufacture;, delivery. storage, consumption, +tde. use or 'shipment of Products ordered or sold will be charged to acrd 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 little and in the quantities specified, and the Seller shall not he liable for damages for fuiluie to rnake 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 tarnishing requested infonnation to the Seller, delays resulting f corn 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 but not limited to floods, fire,. storms. or other act, of God, by war or act of public enemy (or civil disturbance), strikes. luck -outs, shortages of labor or raw materials and supplies (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 dw Seller's invoicing document, all rransponation charge,, including. but not limited to, carrier's charges for uotif Catroo prior to deliver, demurrage caused by Buyer, delay in unloading, diversion, or recottsignment will be paid by the Buyer. 111. TRANSPORT RISKS AND C. .'I,AfMS. 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 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 Ile, morage, use of handling of'such Products. Claims for damage or shortage in transit must he made by the Buyer against the Carrier. The Buyer has lire responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see than appropiitae notation is made on the delivery tickets or au inspection report furnished by the local agent of the carrier in order to support a claim. 1t, WNRRANTY.'ITte Seller warrants only that it will convey gaud 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 lime without notice to Buyer. NO OTI4ER WARRANTY OF ANY KIND, EXPRESSED OR IMPLiED, IS MADE? BY SELLER, INCLUDING ANY bblPl,tlsf) WARRANTIES OF MERCHANTABILITY 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 product is not as so warranted shall he en unqualified acceptance of such product and it waiver of all Claus; with rr,,pea thereto. In the evert of an alleged breach hereof by the Seller, the sole remedy available to the Buyer on account of any detect in the product shall be limited to the replace- ment of'such defective pruchart by the Seller, In the event the rente(ly provided herein shall be, deemed to have failed its essential purpnsr, Oren the Buyer shall he entitled only to a refund of the :uuount paid to the Seller for .such defective PnOuct. 12. LIMITATION OF LIABILITY, THE BAYER SHALL. NOT BE FNT7TLED TO RECOVER FROM SELLER INCIDENTAL OR CONSEQUENTfAL DAMAGES OR EXPENSES, INCLUDING. BUT NOT IAMIT ED TO. THOSE INCURRED ON ACCOUNT OF THE QUALITY OR AMOUNT OF PRODUCT DELIVERED OR T'IJE NON DELIVERY OF PRODUCT. The Buyer assumes all risks and liability for any damage to persons or properly resulting from the use of" the product delivered hereunder in manufacturing processes of tine Buyer or in combination with other substances or otherwise. 13. PATENTS. The Seller agrees to defend and protect (he Buyer against loss of d niage. arising out of legal action for direct patent infringement in connection with the Seller's manuhictme of Product, provided the Seller is notified prompily of any such action with complete information and is given an opponunity to defend. 14. SECURITY iNTEREST. The Buyer hereby grants to the Seller and [lie Seller hereby retains a security int ie.,t in all Products fuuished by the Seller dud the. proceeds thereof, until the purchase price therefore is filly paid. Buyer agrees to execute such financing statements and other documents as Seller may delermine. to be necessary to perfect such security interest. .1.5. GOVERNING LAW. Any agreement based on (tie 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. gmemed by INCOTERMS its 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 assignment without such consent shall be void, 17. ENTIRE. AC:REEMENT. If accepted, this offer wind 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 to be bound thereby, and no modification shall be effected by the acknowledgment or acceptance of purchase order forms containing different Lerms or conditions. I #Al korth American Salt Company A Compass Minerals Company INVOICE Page 1 of i FLEASE MAT TO: MIDE"ALID4: �AYFeIeNTTEI4hEi INVOIGEDATe INVO1GENUMER OU P.O. -�M4a 48- 1047632 NET 60 DAY 5/212008 701 SOLD TO: 4621 29 1 05451 2 SHIP TO: 505808 J CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST STREET 5484 E. 126TH STREET CARM WESTFIELD, IN 46074 UU NrrEED SATES AMERICA FA:XS r1ow DAMSI� CUSTTB'RMP6 ®LLCFLAUM CtAFDl""MmH CMDCRTVPE s AUGUSTROMENSSONS 05JO21OB WOB05W 201451 201451 SO IIaLITRUCK0 ®alnFwRw TvF2 r IL rlD�xr TIMM TMINT011v 76590 SHIPPING POINT DELIVERED TRUCK 622 TU5 TAX ID PIELmse0 SALES IMP EXEMPT 0031201550 822 PRODUCT DEBCFmrnm TAX CMNTITV UOU WaT PFICE EXTEMDED F RCE .7517 BULK COARSE LA SALT Y 24.5400 TN 61.14 1,500.38 SUMNARY: PRODUCT 1,50K138 FREIGHT FUEL SUBTOTAL 1,500.38 STATE TAX COUNTY TAX CITY TAX NESSAGES: TOTAL WEIGHT 40,080.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,500.38 WE APPRECIATE YOUR BUSINESS IN US DOLLARS ThKSaS al.—d. ,.T.rm dCo"dMomd 5311 4N ravema d 8hh l.L'. CREDIT NOTE cTeenB, aconm�r,rmof �,.n��o,,,� IN US DOLLARS US —II TLRMS AND CONDITIONS Oh SALE, 1. OFFER No terns stated by Buyer in its bid. Purchase Order, acknowledgment, or other form shall he binding upon tire Seller ct cept as expressly agreed hi writing by the-Seller, Buyer is* hereby notified of the Seller's objec•tiori to and.rejectign of any additi6nal or different ternis in Buyer's bid, Purchase Order, acknowledgment, or other forms, T'HL SELLER'S PROPOSAL IS EXPRI'iSSLY LIMITED TO ACCEPTANCE UPON THE T'RNIS AND CONDITIONS CONTAINED'HERF,IN. 2. PAYMENT. Buyer agrees to make payment in Seller's location and at the time specified on the Seller's invoicing document in lawful niuney of the U.S. 'the Seller i n y, in its sole judgment „require suchbther payrnent_teutiE A it$eents appropriate. including full or partial payment. in advance of shipment or by letter of ciedit. 3. PAST DUE: ifCCOUN•rS. A finance charge of the lesser of 1.5% per month (185, -APR) or the highest rate permitted bylaw +mill he assessed on all pas due accounts. Interest charged on a bast clue invoice will be. assessed fromthe date of (lie invoice. 4. PRICES. f CEPT AS OTHI' RM"ISF SPECIFIED IN '['HIS OFFER PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE, ORDERS WILL BE INVOICED, UNLESS OTHERWISE SPECIFIED IN THIS OFFER, ATTTTF. SELLER'S PRICE IN LF'FECT ON THE, S0IEDULED DiVIT, OF ,SHEPMEN1'. .Price% on the invoicing.docurnen( ate net of all applicable discounts and promotional allowances. Any question hy Ih.: buyer, about the bn >is or accuracy of ttus pricing must be Submitted to the seller in writing within 60 clays of the date of the invoice. 5. CANCELIJV17JON-AND '+I001FICATION. Orders ratty be ranc&d by Buyer only upon 1)'wiitten or oral notice to the Seller suE�cqucmly accepted in writing by the Stier and (2) payment to [he Seller of reasonable cancrltation charges to be solely determined by the Seller. 6. CREDIT. Credit payment terftlS must have the prior approval of the Seller', Credit Department and must be specdicdl in w -rung on the Seller's invoicing document. If tit tiny time Buver'a financial responsibility becomes impaired or unsauslac•tory to the Seller, Seller rr,erves the right to sa'p shipment, on notification to Buyer and to demand payment in advance or an the time of delivery for future deliveries or to require other security s.,usfactory to the Seller. and in the absenec thereof. to cancel, without liability, the unfilled portion of this contract, 7. TAXES. Any tax or other govenimental chi aye now'(r hereafter levied upon product ion, sevcrnnce, manufacture, delivery. storage, consumption. sale, use or shipment of f'toducts ordfer6d 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 Sellers ability to make delivery at the tittle and in the quantities specified, and the Seller shall not be liable for dania ,.es for failure to make partial or coinpletu shipment or for the delay in tuaking shipments. The Buyer shall be liable for tiny added expenses incurred by the Seller because of Buyer's delay in furnishing requested iufounation to the Seller, delay-, resulting front order changes by the Buyer, or dela} in unloading shipments at delivery point that are the fault of Buyer. The Seller shrill not be liable for delays or defaults in delivery caused by forces beyond its control including but not limited to Hoods, file,, <iorrris. or other nets of God, by war or act of public enemy for civil disturbance), Strike, lock -amts, Shortages of labor or mw materials and supplies (including furl) or production facilities. transportation service or equipment shortages or failures• action of tiny governmental authority or other conditions hevond the Sclltn', reasonable control. 9. SifTPMENT COSTS. Unless otherwise specified on the Seller's invoicing document, all tr<nspcutalion charges, including, but not limited to, carrier's charges fix notificaton prior to deliver, Beni Bragg caused by Buyer, delay in unloading,. diversion, or reconsignment will be paid by the Buyc•r. 10. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products transfers to the Buyer upon delivery :.t the F.O.B. point identified on the Seller's invoicing document. On rec•ript of fiflu, the Buyer is then responsible for proper protection of Products and cornplianc. with all regulations and ordinances and will indemnify the Seller against all claims fur liersonal injuries or property damage arising from the storage, use of handling of such Products. Claims for damage or shortage in transit must be mach: by the Buyer against the Carrier. The Buvet has the responsibility to inspect slupments before or duruig unloading to identify any such damage or shortage and sec that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent Of tile carrier in order to support a claim. 11, R'ARIL4N1'Y. The Seller warmni,t only that it will convey good title to file product and drat, at the time of shipment. tire 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 OTHLR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED. IS NIADF. BY SELLER, iNCLUDING ANY IMPLiE,D WARRANTIES OF MERCHANTABILITY OR FiTNESS FOR A PARTICU- LAR PURPOSE. Failure: of the Buyer within thirty (30) days after receipt of tie Product dclivcied hereunder to give notice that such product is not as so warranted I hall be an unqualified acceptance of such product and a waiver of all claims with respect thereto. I In the erenl of an tJICgui breach hereof by the Seller, the sole remedy available to the Bever on account of any defect in the product ,half be limited to the replace- ment of such dcfective product by the Seiler. lit the event the remedy provided ht -,rein Shall be deemed to have failed its CSSCnlisd propose. then the Buvei ,hall he 'nulled only to a ref'unel of the amountS paid to the Seller for such dcfeeti+c Product. 1.2. LIMIT'AT'ION OF LIABILiTY. THE BUYER SHAi.I. NOT BE ENTITLED TO RECOVER FROM SELLER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES. INCLUDING, BUT NOT LIMITED TO. THOSE INCURRED ON ACCOUNT OF THE QUALI'T'Y OR AMOUNT OF PRODUCT DELIVERED OR THE NON- DEIsFVERY OF PRODUCT. Tlhc Buyer assunics all risks and liability for any damage to persons or property resulting from the use of the product delivered hereunder in nnanu fact tiring processes of the Buyer or in combination will) other substances or otherwise. 13, PAT'E:NT'S. Me Seller agrees a, defend and piow,et the Buyer agilinst loss or damage arising out of legal action for direct patent infringeruent in connection with the Seller's manufacture of Product. provided the Seller is notified promptly of any such action with complete informauon and is given an opportunity to defend. 14. SECURIFY INTEREST.'lihe Buyer herebv grants to the Seller and rile Seller hereby rctarn.s a Security interest to all Products furnished by the Seller and proceeds thereof, until the purchase price therefore is fully paid. Buyer agrees to execute such financing statements kind other duxumcnts its Seller may determine to be necessary to perfect such security interest. 15. GOVERNING LAW Any alueement 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 guveuted by INCOTI:RMS a published by the International Chamber of Corumerce. 16. ASSiGtiA BILrI'Y'. Any agreement based on the acceptance of this offer shall not be assignable by the Buyer without the prior written consent of the Sadler ,ind tiny purported assignment wnhoul such consent ,Shall be 17. ENTIRE) AGRI?EMENT. If accepted- this offer and the terms on the Se'ller's invoicing docurihent constitute the entire atgreerncnt of .ale and purchase of ax product muned'herein. No mollification of this Agreerneit shall be of "any fierce or effort unles3 iti writing and signed by the parties sought to be bound thereby, and [IQ mqd' ficanom shrill be effected by the acknowledgment or acceptance of purchase older forms containing different tcrnis or conditions. /AY/ North American Sait Company A Compass Minerals Company INVOICE Page -1of1 FLEASEREM6TT0. FEDERAL 10 B: FAYNIEWTVIPM INVOIGEDATE INVOIC,ENLIM ®ER ATLANTA ATLANTA �0U 48- 1047632 N ET 60 DAYS 5/6/2005 70195002 SOLO TO: 4621291054512 SHIP T O: 5058W i CS54514 C4RMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 UNITED tTATE OF AMERICA 2UPPEDFT"M DATE3?vvPED CUSTEMNF0 OLL CF LACEW. CtiRBenmMDPR CMDERTYM lams AUGUSTROBMNSSONS 05/05/08 WOBOSE 201452 201452 SO CARRIER RMLITRUCK0 1%MFZMMfTTYPP F.GEL TE S TERT97Cw 7659 SHIPPING POINT DELIVERED TRUCK B22 TARSTATUS TARID@ RELFAW0 SALES REP EXEMPT 0031201550 B22 PFFwur r DEBCFMrnM TAX OUAmm UOM UtSTT PFWE EIC rmm mcE 7517 BULK COARSE LA SALT Y 24.9300 TN 01.14 1,524.22 I SUNNARY: PRODUCT 1.524.22 FREIGHT S FUEL SUBTOTAL 1,524.22 STATE TAX ODUNTY TAX CITY TAX FAESSAGES: TOTAL WEIGHT 49,800.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,524.22 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Tn Salo af avoft AsWatsctb of S.-do o Ap rayar ukb allhm 1n ka CREDIT NOTE ('rm�and GOmisMrta of ale smo IN US DOLLARS US 1 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 wrfdag by the Seller. Buver 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;. 'fHE SELLER'S PROPOSAL iS EXPRESSLY 1_i1,11TED TO ACCF,PT:ANCE' UPON THE TERMS AND CONDITIONS CONTAINED HEREIN. 2. PAYMENT. Buyer agrees to make payment at Sellers location and at the time specified on rite 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 BUE ACCOUNTS. A finance charge of the lesser of 1.5% per month (I $'i3 APR) or the. highest rat; permitted by,lavv will he assessed on all past duce accounts. lntcrost charged on a past due invoice will he a..s'sessed front the date of the invoice. A. PRICES. Fkt'EPT AS OTHERWISE SPECiFiED IN THIS OFFER. PRICES ARE SLJBJF;( "1' TO CHANGE: WITHOUT NO'lWE. ORDERS WILL BE INVOICED, UNLESS OTHERWISE SPECIFIED IN THIS OFFTR, AT THE. SELLER'S PRiCE IN E1 I -ECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing documcid are net of all applicable discounts and promotional allowances. Any questions by the buyer, about the basis or accuracy of Phis pticmg mu,t be submitted to the seller in writing within 60 days of the date of the invoice_? 5. CANCELLATION AND MODIFICATION. Order, ntay he canceled by Buyer only upon (1) written or oral notice to the Seller subscqucndy accepted in writing by the Seller and (2) payment to the Seller of reasonable cancellation charges to he solely determined by the Seller. 6. CREDIT. Credit payment terms must have the. prier approval of the Seller's Credit Department and must bra specified in writing on the, Seller invoicing document, tt at any time Buyer's financial responsibility becomes impaired or umatisl'actory to the Seller, Seller reserves the night to stop shipment. on notification tci Buyer and to dentand payment in advance or at the time of delivery for future deliveries.onto require other security satisfactory to the Seller. and in the absence thereof, to cancel, without liability, the unfilled portion of this contract. 7: TAXES. Atiy Las Or other gtivernniental charge now or hereafter levied upon production, severance, manufacture, deliver}, storage, consumption. sale, use or ,hipntent oI' Products ordered or scud will he chargeil to aucf paid by the Buyer. Such tares aw not covered in the Seder's price. R. DELAYS. All orders an; accepted subject to the Seller's ability to make delivery at the tine and in the quantities specified, and the Sellcr shall not be liable for dama for failure to snake 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 reque,wd information to the Seller, delays resulting front order changes,by the Buyer, or delay in unloading shipments, at delivery point that are the f "aulr of tiuyei. The Seiler shall not be liable for delays or defaults in delivery caused bV forces beyond its control including but.n9t limited to flotxis, fires, storms, or other acts of God, by war or act of public enemy (or civil disturbance), strikes. hock -outs, shortages of labor or raw rnateriad.'aiid supplies tincludmg friel) or production facilities. transportation service or equipment shortages or failures. action of any governmental authority or other conditions heyond the Seller's reasonable contiol. 9. SHIPMENT" COSTS. Unless otherwise specified on the Seller's invoicing document all transportation charges, including, but not limited to, carrier's charges for notificatiou prior to deliver, demurrage caused by Buyer, delay in unloading, diversion, of reconsignment will he paid by the Buyer.. 10. TRANSPORT RISKS AND CLAIMS. Risk Of" loss and title to Products transfers ti 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 indenmify the Seller against all clanus for peisonal injuries or property duruage arising from the storage. use of handling ot'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 before or during unloading to identify any such damage or shortage and sec that appropriate notation is mace on the delivery ticket., or an inspection report furnished by the load agent of the carrier in order to uppoi t it claim. 11. YA'ARRANT'Y. The Seller wanants 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 time without notice to Buyer. NO OTHER WARRANTY" OF ANY KIND, EXPRESSED OR IMPLIED, IS MADE BY SELI.ER. INCLUDING ANY IMPLIED %kARRANTTES OF MERCHANTABILITY OR FR NESS FOR A PARTiCU- LAR PURPOSE. Failure of rte Buyer wihing thirty (30) days alter receipt of the Product delivered hereunder to give notice that such product is not as so warranted shall he aii unqualified acceptance of such product and it waiver of all claims with respect thereto. I In the event of an alleged breach hereof by the Seller. the sole teniedy available to the Buyer on account of any defect in the product shall he limited to the replace rnent 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 he emitted only to a refund of the awounis paid to the Seller fur such defective Product. 12. LMITTAT1ON OF LIABiLITY. THE BUYER SHALL NOT BE ENTITLED TO RECOVER FROM SELLER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES, INCLUDING. BUT NOT LIMITED TO.'ITIOSE INCURRED ON ACCOUNT OF fllE QUALITY OR AMOUNT OF PRODUCT DELIVLRED OR T IIF NON-DELIVERY OF PRODUCT. The Buyei assumes all risks and liability for any damage to persons of property resulting front the use of the product delivered hereunder in manufactn ing 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 of damage arising out of legal action for direct patent infringement in connection with the Seller's manufacture of Product provided the Scaler is notified promptly of any such action with complete information and is given an opportunity to defend, 14, SECURITY INTEREST. The Buyer hereby grant to the Seller and the Seiler hereby retains a security interest in all'Products furnished by the Sellcr and the proceeds therof, until the purchase price therefore is fully paid. Buyer agree, to execute such financing statements and other documents as Seller may determine to be necessary to perfect such security interest. 15. GOVERNING LAB'. 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 tetras shall be governed by iNCOTERNIS as published by the International Chamber of Commerce. 16. ASSIGNABILITY. Any agreement based on the acceptance of this offer shall not be assignable h a y the Buyer without the prior written consent of the Seller and any purported assignment without such consent Aa all he void. 17. ENTIRE AGREEMENT. If accepted, this offer and the terms ou the Seller's invoicin document constitute the entire agreement of sate and purchase of she product named herein, No nnodification of this Agreement shall be of any force or eflbrt unless in writing and signed by the panties sought to be bound thereby, and no modification shall be effected by the acknowledt or acceptance of purchase order form, containing different terns. or conditions, a AY/ North American Sait Company A Compass Minerals Company INVOICE P&P -1of1" PLeASefleN6TIM. FED etru.ma: j FAy1mNTTE"fAs INYOIG JINvoreE Nu,mEfl An o3W -7a� 48- 1047632 NET X60 DAYS 5/7/2008 70195545 SOLD TO: 462129 f C54512 SHIP TO: 50$808 l CS54514 CARMEL UTILITIES CARTEL UTILITIES 3450 W. 131ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 UNITED tT TE AMERICA F rum DATE�SPPED CUSTCEM"PD ®LLCrLAvMG orm"MMUER QHDEflTYPE 3 AUGU5TROMMENSSONS 85/07 /08 W08U5W 203009 203009 SO H RNUTRUCK0 9MPPAZWTYPE P.01& FROMM TOMS T'ERVWMRV 76599 SHIPPING POINT DELIVERED TRUCK B22 TUS TAX IDA P�LEAS0 SALES REP EXEMPT W31201550 B22 PRODUCT DEBCFJPTM TAX QUAIMTV UOM UNTT PFFCE EXTENDED FREE 7517 BULK COARSE LA SALT Y 24.4000 TN 81.14 1,491.82 I I SIJNM PRODUCT 1,491.82 FREIGHT s FUEL SUBTOTAL 1,491.82 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTA L W EIGHT 48, 00 0. 0000 G r oss Pounds FOR BILLING INQUIRIES CALL 1-000-743-7258 THANK; YOU FOR YOUR ORDER PLEASE PAY US 1,491.$2 WE APPRECIATE YOUR BUSINESS IN US DOLLARS TRh ssm at caods h a b a,a Tam,a and G 'ditk d 5 't o tlw —a %kW of 4h frt lca C R E DIT ROTE !m- t:, (TarmssW CandRbrmut ata adc ays@s�b at watw. IN US DOLLARS us TERMS AND C'ONDiTIONS Of' SALE 1. OFFER. Nu terms stated by Buyer in its bid, Purchase Order. acknowledgment, or other form shall be binding upon the Seller except as expressly agreed it writing by the Seller, Buyer is hereby notified of life Seller's objection to and rejection of any additional or different terms in Buyer's hid, Purchase Order, acknowledgment, or other foams. THE SELLER'S PROPOSAL IS EXPRESSLY LiN41TED TO ACCEPTANCE UPON THE TERNIS AND CONDITIONS C:ONT.AiNED HEREIN, 2. WkYMEN7. Bever agrees to make payment at Seller's location and at the time specified on the Seller's invoicing document in lawful money of alts U.S. The Seller may, in its sole judgment, require such other payment terms as it deems appropriate, including Pull or partial payment in advance of shipment or by letter of credit. 3. PAST TIUE ACCOUNTS. A finance charge of the lesser of 1,5% per month N 8% APR) or the highest rate permitted by law will be assessed on all past due accounts. interest charged on a past chic invoice will be assessed from the date of the invoice. 4. PRICES. EXCEPT AS OTHERWISE SPECIFIED IN THIS OFFER. PRICES ARE SUBJECT TO CHANCi6 WITHOUT NOTICE. ORDERS WILL BE INVOICED, 1 NL•ESS OTHERWISE SPECIFIED IN THIS OFFER, AT THE SELLER'S PRICE IN EFFECT ONTHE SCHEDULED DAM OF SHIPkIFNI Prices on the invoicing ducurnent are net of all applicable discounts and promotional allowances. Any questions by the buyer, about the basis or accuracy of this pricing must he submitted to the sefler in writing within 60 days of the dale of the invoice. 5. CANCELLATION AND iMODiFiCATION. Orders may be canceled by Buyer only upon (1) written or oral notice to the Seller uabsequently accepted iu writing by the Seller and (2) payment to the Seller of reasonable cancellation charges to be solely detcrnined by the Seller. 6. CREDIT. Credit payment terms must have the prior approval of the Seller's Credit Dcpaftruent and must be specified in writing an the Seller's invoicing document, if at any time Buver's financial responsibility becomes impaired or unsatisfactory to the Seller. Seller reserves the right to stop shiproent. on notification to Buyer and to demand payment in advance or at the mime of delivery for future deliveries or to require other security Satisfactory m 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, side, use or shipment of Products ordered or sold will be charged to and paid by the Buyer. Such taxes arc not covered in the Seller's price. 8. DEL.-INS, All orders are accepted subject to the Seller's ability to male delivery at the 6me and in the quantities specified, and the Seller shall not be liable for damages fur failure to make partial or complete shipment or for the delay in snaking shipnocnis. 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, of 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 but not limited to 1100dS, files..StnrnS. 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 prnducton facilities, transportation service Of equipment shortages or failures, action cif 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, demurrage cau,ed by Buyer, delay in unloading, diversion, or rcconaignnient will be paid by the Buyer. 10. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products mari4crs to the Buyer upon delivery at the EO.13, point identified on the Seller's invoicing document. On receipt cif title, the Buyer is then responsible for proper protection of Products and compliance with fill regulations and ordinances and will indemnily the Seiler against all claims for personal injuries or property damage ansmg front the storage, use of handling of such Products. Clairol, for damage or shortage in uatisi[ must be made by the Buyer against the Carrier. The Buyer has the responsibility to inspect shipments before or dining unloading to identify any such damage or shortage and sec that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. 11, R "1KIZetNfY. The Seller warrant s only that it will convey good title to the product and that, at the time of shiproent, the product will conform to the published specifications of the Seller, Seller's specifications are subject to change at tiny tirne without notice to Buyer. NO OTHER WARRANTY' OF ANY KiND, EXPRESSED OR IMPLIED, 1S MADE BY SELLER, INCLUDING ANY IMPLIED GvARRAMrILS OF h' 1F.RCHANTABILiTY OR FITNESS FOR A PARTICU- 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 be an unqualified acceptance oi'suc•h product and a waiver Of all claims with respect thereto. In the event of air 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 lire replace- ment „f such defective product by the Seller. In the event the remedy provided herein shall be deemed to have !:tiled its essential purpose. then the Buyer shall be entitled only to a refund of the amorous paid to the Seller for such defective Product. 12. t.iNlrrAT'ION OF idABIL1TY, THE BUYER SHALL NOT BE ENTITLED TO RECOVER FROM SELLER INCIDENTAL, OR C'ONSf -,QUENiTAL DAMAGES OR EXPENSF.S, INCLUDING. BUT NOT LIMITED TO, THOSE TNCURRIED 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 da to Persons or property resulting from the use of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other subsumes or otherwise. 13. PATENTS. The Seller agrees to defend and protect the Buyer against loss or damage at out of legal action for direct patent infringement in connection with the Seller's manufacture of Product, provided ale 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 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 detenninc to be nmessary uo perfect Such security interest. 15, GOVERNING LAW. Any agreement based of) the acceptance of [his offer shall be construed in accordance with and governed by tine Laws of the State of Kansas provided that delivery terms shall be governed by iNCOTERNiS as published by the international Chamber of Cornmerce. 16. ASSIGNABILITY. Any agreement based on the acceptance of this offer shall not he assignable by tire Buyer without the prior wiit[eu consent of the Seller laid any purported assignment without such consent shall be void. 17. ENTIRE AGREEMENT. if accepted, this offer and lie 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 he of any force or effort unless in writing and signed by the parties soughs to be bound thereby, and no modification shall be effected by the acknowledgment or acceptance of purchase. order forms containing dillerem terms or conditions. AY/ North American Salt Company INVOICE A Compass Minerals Company Page -1of1 PLEASE MAT TO: PEDERALD®: PAymewTems INVOIGEDATE 1 1wocem 7 m 0 ae AnAffrA ?GA 7043 48- 1047632 NET 60 DAYS 5/9/2008 96532 SOLD TO: 462129 C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES 554884 E. 1 25TH LI S TREET 3450 W. 131 ST STREET WESTFIELD, IN 46074 UNIITEED tTATESSOFAMERICA F rum DATE SHU :ED CU&Tcmn PD ®LLMLAD� atmanomen CMDEn TTPR 0400 C14CAGOPLANT 05/0910,8 VU"SW 205042 205042 SO RMLITRUCK0 ampfi na TYPe FAMIL rvusm rTerms TMFBTDW 76823 Schn t 0)169 SHIPPING POINT DELIVERED TRUCK B22 EXEMPT Taxme 0)312)1550 YD:LlA'Sa sAtsRe� I PRmum DEWRO t M TAX CKJARMY UOM UNIT PRX;E EXTENDED PROF 7517 Bl1LK COARSE LA SALT Y 24.7300 TN 81.14 1,511.99 I SUHtdARY: PRODUCT 1,511.99 FREIGHT a FUEL SUBTOTAL 1,511.99 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 US 1,511.99 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Thb STi or Qooda b aub(7ctb Sea TarmaandGoed@brta a4 S� on 9a ravmnild of fib Irnota CREDIT NOTE tTarma a'"°" �i° nn`' t." "°'m° IN US DOLLARS US I TERMS AND CONDITIONS OF SALE 1. OFi No temis stated by Buyer in its bid, Purchase Order. acknowledgment. or cl&r fonn be binding upon the Seller except as expressly III;reLd in writing by the Seller. Buyer Is hereby notified (if the Seller's objection to and rejection of any additional or difteroril teens in Buyer's bid, Purchase Order, acknowledgment, or other lblffcs. ME SEL.LER'S f1R()POSAI- TS EXPRESSLY 1ANUTED TO AC(fEI-1FANCF UPON THE TERMS AND CONDITIONS CONTAINED HEREIN. 2. 11,111 fitivei agrees to make payment of Seller's location and at the tinic, specified on the Seller'.% invoicing document tit lawful money of the U.S, The Seller may, in it, sole judgmerit, require such other Payment terms as it deems appropriate, inclmling fall or partial payment in advance of shipment or by Icti•r of credit. 3. P, DUE ACCOIL.NTS. A finance, charge oft the lesser of 1. J% per mouth (18% APR) or the highest late pennitted by law will be assessed on all past due accounts. Interest charged on it past due invoice will be assessed front [be Illue of the invoice. 4. PRICES. EXCEPT' AS OTHJ�RWISE SPECIFIED IN THIS OFFER. PRICES ARE SU'13JECTTO CHANOF WITHOUT NOTICE. ORDERS WII 1, BE INVOICED, I NULSS OTHERWISh SPECIFIED IN THIS OFFFR,ATTHI: SFIJ,ER'S PRICE IN EFFECTONTHE SCHEDULED D.M'I; OF SHIPMENT. Prices on the. imoicing docuincTIL are net )fall applicable discoums and promotional alfovvanccs. Any questions by the buyei, about the basis or accuracy of LIA, pricing inim he submitted to the seller in writing within 00 days of.dic date of the invoice. S. CANCEIA.ATION AND iMODIFICATION. Oiders, may be canceled by Buyer only upon (1) written or orid -untice to the Seller iJbiequently accepted it) w6flog by the Seller and (2) payment to the Seller ofrca_ cancellation charges to be solely dewrJoined by the Seller. 6, CRI; 'IWE Credit payment icriii, must have the prior approval ol-thc Seller's Ciedit Depiltincili aild must Ile sin itied ill writing ?It the Seiler', imniJn"-" do�Alnlcoj, 11 ,j j jJ L f J- bCkoffkc,, itinpaired kit tin,adsfactory to the Sella, Seller the tight to stop hitimcm, kit) notification I,) Buyer an,; to demand payment in ..'civariev or :u the of delivery for Noire deliveries or to require other sectino, satisfactory to the Seller, and in the absence 7. JANES. Any tax or other governmental charge now or hereafter levied upon production. ueNcraucc, manufacture, delivery. storage, consumption, sale, tv or shipment kif'llitKluet.,tir(terL:dt,i sold "Ill be charged loand paid bythe Buyet. Such nixes are riot covered in the Seller's price. H. D E AAYS, All orders are aecepted subject to i lie S 1,�r's abi lity to make Itch very. at the ti Inc' and lit a rhe.quantrues slll:cified, and the Seller shall not be liabl-c for damages 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'thu Seller because of Buyer's delay in funusbing requested infortnation to the Seder. delays resulting from order change.; by the Buyer, or,dc',j3 in unloading shipments at delivery point that are the fault of Buyer, The Soda shall not be liabl, for delays or defaults in delivery caused by forces beyond its control including but not limited u> flood flies, ?dorms, or other acts of God, by war or act of public enemy (or civil djsnirhance),.strikcs. lock'outs, sbortams of labor m raw materials and supplies (incinding fuel) or production facilities. transportation service or equipment shortages or failures, action of any governmental authority or other conditions beyond the Seller's reasonable 'onlrol. 9. SHIIIlILNT COSTS. Unless otlict-w6e specific,] oll the Seller's invoicilig document, all transportation charge:., Including, but not limit to, carrier's charges for nozifi :.Aion prior to defivej, demurrage caused h} ployei, delay in unloading, diversion, or rm;omj.gnmetu will be paid by the Buyer. 11). TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Product,, oarl2fers to die Buyer upon deliver v al (tie ROM, poin. identified on the SeIer% uroicuig docurrictiL On reccipi of dfle, the buyer k then rcspori for proper protection of Product and complimlee with all regulatiwis lied ordinances tit)<' will indenzinly the Seller against Illf claim, fur per,onat injuries or property damage arising from tit( storage, use of handling of such Products, Claim f, damage or sho in transit must he made by the Buyer agani,l the Carrier, The Buyer has the responsibility to inspect shipments before or during unloadin' to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets of all inspection report furnished by the local agent of the carries in order to support a claim. Lt. NVARRANTY.The Seflci kvarrants only thin it vill convey good litIc to the product and that, at the dine of shiprnern, the product will conform to the published specificalloi of the S01101, scllcr's specifications are, subject to change. at an V tirne without notice to Buyer, \0 OTITER 1,v'.-,RRANTY OF ANY KIND, EXPRE'SSED OR IMPLIED, IS MADE BY SELLER, INCLUDING ANY m-1PLIED'WARRANTIES OFNMERCHANFAHII-ITYOR I'll'NESS FORARARI'lCu- I.AR PURPOSE, Failure of the f3river withinp thiriv (30) day, after receipt oftlic Product delivered hereunder to give notice that such PlOdUCt is not as so vkanailled shall he ,in unqualifled acceptance of such product and a waiver of gill claims with respect therein, In di, cmit of arialic brew ,h hereof by the Seller, the sofc remedy :iv.zJab1c, to the Buyer on account of tiny (1cfect in the product shall be linilled to the repLice rumn defective product b, the ScIlec, Irk the evcrit the icniclly provided herein shall be deemed to have tailed its essential purpo then the Buyer shall be ctiliti ,lly to i, rffim d of the alli, mias paid to the biller for such defecti,c Product. 12. mmrrxrION OF IAABIIATY. THE BUYER SHALL NOT Bh L.JNTITL.LD TO RECOVER FROM SELLER INCiDENTAl. OR CONSEQUENTIAL DANIAGUS OR EXPENSES, INCLUDING. BUT NOT LINMITED TO. THOSE INCURRED ON ACCOUNT OF I'HE QUALITY OR AMOUNT OF PRODU( DEUVEAED OR THE NON-DELIVERY OF PRODUCT. The Buyer assumes all risks and liability for any damage to persons or property iLsolfing from the use of the product delivered hereunder in manufacturing, processes of the Buyer or in combination with other substances or otherwise. 13, MTFNTS, The Seller agrees rodeferid and protect the Buyer against lo,s or damage arising out of legal action for direct patent infringement in conne. with file S, manufacture of Product, provided thuScIle; is notified promptly of any such adman with complete Jill ormation and is given an ppoitumly 10 defend. 14. SEC li RITY INTERESI. 'I lie Buyer licictiy ,a nts to (lie Seller and the Seller hereby retain, a security inteiv,1 in all Products furnished by (lie Seller and the plocced dmeof, until the pm,: hose prict, therefore is fully paid. Buyer i,,eli to execute such f statements and other documents as Seller ma dctenilitic to be neec:si,ry it, perfect Such secur Interest. 15. GOVERNING UVW. Any a based on the acceptance tit' chi, offer shall be conslioed in accordance with and g ovemcd by the Laws of ilia Slate of Kansas provided that delivery temi, shall be g m cried by INCOTFRNlS as published by the hicritational Chain',,, of Commerce, 16. AS` 1GN'ABILITY. Any n4i cement based ,in the ;icccpriinee of this offer shall not be assieviable by the Buyer without the prior wi itien consent of the Sufiel and any pur:�,nitxd rk�sigrimcnl without such consent Ault he void. 17. ENTIRE AGREEME-NT. If accepted, this offer and the terms on the Seller's invoicing docurnein, McSfilok; the entire agrecrylent of ,ale and purchiv,, ,if the product named herein. No modification of this A k gicement shall be, of force or effort unless i i writin and signed by the parties oiwhi to be bound thereby, and no modification shall b, etflicied by the acknowledgment or acceptance of'purchase order forins containing different terms or conditions AY/ North American Salt Company INVOICE A Compass Minerals Company Page i of i PLEA52 WENT T0: FMERAL 104: I rAywm?Tr TCRMS INVOICE OdITC INVOICE Nu m"" ATL ANTA, GA 4 8 1047632 NET 60 DAYS 5/0/2008 70196531 SOLD TO: 4621291 054512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARPEL UTILITIES 3450 W. 131ST STREET 5484 E. 125TH STREET i U i�(ESTFIELD, IM 46074 NN ITEED L S'TATESOF AMERICA I I F rrim DATE S CUSS EW PD ®LLCr IAMM CiFiDEflliMmm CADENTYM i 10480 0MCAGOPLANT 05109//08 W0805E 205040 205040 SO CAFHMR naafTeuoce f0UPli wTTYPE KOK Parr TIMM TNIIMMv 76823 SchRfd 02187 SHIPPING POINT DELIVERED TRUCK B22 TAX%TATU.% TAXIDA fW&RAIM 9ALESRep EXEMPT OD31201550 B22 PRODUCT DEBCFKlPTKM TAX QUANTi7Y UOU UNFT PFICE EXTENDED PRCE 7517 BULK COARSE LA SALT Y 229M TN 81.14 1,405.00 SUMMARY: PRODUCT 1,405.00 FREIGHT FUEL SUBTOTAL 1,405.00 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT... 45,850.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 -743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,405.00 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Thl, 01 m SU11= ieTemn�rtdGord6brmdS�eonAvrawtmfFi lfhiltwot° CREDIT NOTE !P. tTe��,ac°brm °t�sm���.�a��,� IN US DOLLARS US T' RIM'S AND CONDITIONS OF SALE 1'. OFFER.. Xo teiins stated T 'Buyer in its hill, Purchase Order. acknowledgment, or other form shall be binding upop the Seller except as expressly a in writing by tLr, Seller. Buyer is heivby notified of the Seller's objection to and re�iectiou of any additional or different terms in Buyer' bid, I"urchaso Order. acknowledgment, or other form.. THE SELLER'S PRO(IOSAL, TS F.X LIMITED TO ACCEPTANCE UPON THE TERMS AND CONDITIONS CON'TAIINED HVRFIN. 2. PA1711TENT. Bayer agrees to make payment a -location and at the time specified on fire Seller's invoicing document in lawful nioney of the U.S. The Seller rria,y, in it'. sole judgmeiit. requim such other payment terns as it dccms appropriate, including full or partial pa in advance of shipment or by letter of credit. 3. PAST IWE ACCOUNTS. A finance charge of the, lessei of I 5 per month (18 APRs or the highest rate permitted by law will be asse,sed on all past due nccount,�. Intere charged on a pact title invoice"iVill he a front the dale of the invoice. 4. PRICES. EXCEPT AS OTHERWISE SPECIFIED IN THIS OFFER. PRICES ARE SUBJEC TO CHANGE `iii ITHOUT NOTICE. ORDERS WILL LIE INVOICED, UNLESS OWERWISE SPECIFIED IN THIS OFFER, ATTHI SULER'S PRICE IN FFI ON THE SCHEDULED DXfF Of SIIIW,10 Price- On the ini oicingdocujuml ;lie net of all applicable discounts and promotional allowance Any que by the buyer, about the basis or accuracy of this pricing must be submitted to the sellei in writing within 00 clays of the date of.Lhc invoice. 5. CANCELLATION AND MODIFICATION. Orders only be canceled by Buvel only upon (1) written or oral notice to the Seller subsequently accepted in writing by the Seller and (2) payment to the Seiler ofi—isonable cancellation c uugt%s it) be solely detennined by the Seller. 6. CREDIT l,'Jl( fl:i� LIMA tl'ffr,,s MLNI have !lie p;io; approval of Depw fine tit and must he PCCified in %krin t I w or, th 6 Selt& nivol c h I t" document, }fat ul little Buyer's financial jc,ponsihifii beconies impaired or inmitisfaciory to the Seller, Seller iescri the right to 'stop Jupment. on iiotificziiioIi to Buyer and to demand payment in aclsarice or at the time ot'delivery for future deliveries or to requht other sccunty satifactor to the Seller. and in the ab%cnc. thereof, to cancel, Without liability, the Unfilled portion of this contract. 7. TAXES. Xiiy'tak or other governuienuil cliarge,novv or hereafter levied upon production, ma (telivery, storage, consumption. sale, ue or shipment of'Products ordered of sold will be chajged to and paid by the 13 uyer. Such taxes are no[ covered in the Seller's price.. R. DELAYS. All order's arc accepted subject to the Seller's ability to milk,: delivery-at the time and in the quarunies spccificd, and the ScIleT shall flot.be liafile'for damages for fw1ure to make partial or complete shipment or for the delay in makin shipments. The Buyer shall lie liable for any added expenses incurred by the Seller because of Buycr's delay in furuifling requested information to the Seller, delays re'uttilli; from order chatues by the Buyer, or delay in unloading shipments at delivery point that are the fa of Buyer. 'file Selk•r shall not be liable for delays or default,, in delivery caused by forces beyond its control incfUding but not, limited to floods, fires, storm;, or other acts ol'God. by war or act (it public. enemy (or civil disturbance), strike,. lock out shortages of labor or raw material, supplies (including fuel) it production facilities, transportation service or equipment shurtagcs or failures, action of any governmental authority or other conditions beyond the qcllet s reaitinable control, 9. SHIPMENT COSTS. Unl, otherwise specified oil the Seller's invoicing document. all tran,portation charges, including. but not limited to, carrier's charges for notification prior to deliver, demurrage caused by Buyer, delay in unloading, diversion, in reconsignment will he paid by the Buyer. 11). TRANSPORT RISKS AND CLAINIS. Risk of lo,s and title to Products transfers to the Buyer upon deliver% 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 cumpliance will --IJ regulations and ordinance, and will incleinnif the Seller against all claims for petsonal injuries or property damage arising froin the steerage, use of handling of such Products. Claim' Q for larriage or shortage in transit must be made by the Buyer against the Carrier. The Buyer Int the responsibility to inspect Shipments before or during unloadinz to identify any such damage or shorta and see that appropriate notation is made on the delivery ticket, or an inspection report furnished by the local ageul of :hc carrier in order to s upport a claim 11. \NARRANTY. The Seller variants only that it will convey good title to the product and dial, at the time of shipment, the product will conform to the published specifications of the Seller. S, specifications are subject LO change, at any time without notice to Buyer. NU OTHER WARRANTY OF ANY KIND, EXPRESSED OR INIP1,111D, IS MADE BY SEI.UR. INCLUDING ANY IMPLIED `ArkRRANTIES OF MrRCHANTABII.ITY OR FITNESS FOR A PAR1105- LAR PURPOSE. Failure of dm Buyer Withinil t (30) days after receipt of the Product delivered hereunder to give notice that such product is not as so warranted shall bean unqualified acceptance ol'such product and it waiver of all claim; with respect thereto. In the event of an alleged breach hereof by the Seller. the sole remedy avtdlahle to the Buyer on account of any dJect in the product shall he limited to the replace- meni ol' defective product by the Seller. rn the event the remedy pi6vided herein shall he deenied tolavc ftiled its essential purpose, then the 13twer shall be entilled, to a refund of the amounts paid to the Seller for such dcfeCUVC PrOdUCt. 12, LIMITATION OF LIAB1IX1Y. BI 1 YER SHALL NOT BE E'.NT,TLED TO RECOVER FRONT SELLER INCIDEN] AL OR CONSEQUENTIAL DAMAGES OR EXPE NSES, INCLUDING. DING. BUT NOT LIMITEDTO, THOS'; 'S INCURRED ON ACCOUNT OF'pH QUALM OR QUAL ORAkIOUNT OF PRODUCT I DELIVLRED ORT11F NON DELIVERY Of PRODUCT 'file Buyer assumes all risks air(] liability for any damage to persons or propcity resulting from the Use of (tic product delivered hereunder in inanufactining processes of file Buyer or in combination with other subsuincn or otherwise. 13. RATENTS. The to defend and protect the Buyer agaimt loss or damage arising, out of legal action for direct patent infringement in comimfion with the Seller's manufacture of'I piocJdcd the Sclici JS notified prompilt of any such action with complete information and is giverran opportunity to defend, 14. SECCRITY INTEREST. The Buyer hereby rants to the Sel and the Seller hereby rciains a security interest in all Pro furnished by the Seller and the proceed, thereof, until the purcha price therefore is fully paid. Buyer agrues to execute such financing StateiriCniN and other documents as Seller may detennine to be necessary to perfect such security interest. 15. GOVERNING LANA". Any agreement based oil the acceptance of this offer hall he construed in accordance with and governed by the Laws of the State of Kansas provided that delivery leinis shall be governed by INCOTERMS as published by the International Charnber ofConnneic,% 16. ASSICNABILITY. Any agreement based on the acceptance ofthis shall not be a,signable, by the Buyer without the prior written consent of the Seller and all) inn assignment ivoliout such consent shall be void. 17. EN rIRF` AGREEMENT. If accepted, this offer and the isms in the Seller's invoicing document constitute the entire agreement o sale and pul of III product named herein, No modification of this Avreenrcrt shall be of any force or effort unless in writing and signed by tire parties Sought to be bound thereby, and no rnoilJ7cation shall be efiecied by the m:knowIcdt, Uent oracceptanec of purchase order terms containing different term, orcoriditions. 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, C price per unit, etc. Payee 358765 NORTH AMERICAN SALT Purchase Order No. PO BOX 277043 Terms ATLANTA, GA 30384 Due Date 5/19/2008 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 5/19/2008 70196533 $1,396.44 a 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 a- 11- 10 -1.6 Date Officer VOUCHER 081876 WARRANT ALLOWED 358765 IN SUM OF NORTH AMERICAN SALT op PO BOX 277043 yw`) ATLANTA, GA 30384 O pSk Carmel Water Utility J ON ACCOUNT OF APPROPRIATION FOR Board members PO INV ACCT AMOUNT Audit Trail Code 70196533 01- 6180 -03 $1,396.44 7 r�9tt L�A gp.o3.. Isou.(-q ��1��1 t --C�� 1a16b •63: 1 5C0 3 g tt•L1$[1 1 ��g 5��5 i •.1�l9t .tea •7c� tq�.5�a Cl- l�l�p•6`3, I511•q� 7���2��� ni•[��50 14b5.M 1910.7b Voucher Total 44 Cost distribution ledger classification if claim paid under vehicle highway fund