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HomeMy WebLinkAbout158054 04/01/2008 CITY OF CARMEL, INDIANA VENDOR: 358765 Page 1 of 1 1I ONE CIVIC SQUARE NORTH AMERICAN SALT COMPANY CARMEL, INDIANA 46032 Po Box 277043 CHECK AMOUNT: $12,176.64 ATLANTA GA 30384 CHECK NUMBER: 158054 CHECK DATE: 4/1/2008 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 601 R5023990 W0703 70174423 1,502.21 SALT 601 R5023990 W0705 70175174 1,514.44 SALT i 601 RS023990 W0705 70175175 1,551.73 SALT 601 R5023990 W0705 70177331 1,515.66 SALT 601 R5023990 W0705 70177770 1,572.52 SALT 601 R5023990 W0705 70178331 1,439.85 SALT 601 R5023990 W0703 70178332 1,515.66 SALT 601 R5023990 W0703 70178333 1,564.57 SALT I I 11voLlh Amri eogc an Oak Compan INVOICE A Compass Minerals Company Page i of i PLEASE REh9T M. FEDERAL 108: PAYO,�NTTE(fi.6 I PM& DATE INVO -e mjkwEft ATLANNrA ?GA wwl -m43 48- 1047632 NET 60 DAYS 3/1X3/2 70178332 SOLD TO: 4021291 C54512 SHIP TO: 505808 I CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET U�NITEDSTNAS OF AMERICA CAR ITED T TE AMERICA SIaFPE I'llm DATEStOPPM cusiTm"M ®LLCFLAMM Oimilte Ilan CMDEflTYPE 10995 AUGUSTROMENSSONS 08119108 W0803E 184787 184787 SO CAMMI TNdLITWUCKP Em18llalis6TTYPE Pl,ll. TERMS TEAFYTORV 76598 SHIPPING POINT DELIVERED TRUCK B22 TAX°STATUS TAX RD0 10LEA52 6 SALBID:P EXEMPT 0031201550 B22 PRODUCT DMFH'TKM TAX GiilAHi7TY USA UNIT Pf�CE EXTENDED PLACE 7517 BULK COARSE LA SALT Y 24.7900 TN 61.14 1,515.88 SUMMARY: PRODUCT 1,515.66 FREIGHT FUEL SUBTOTAL 1,515.66 STATE TAX COUNTY TAX CITY TAX NIESSAGES: TOTAL WEIGHT.. 48,580.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258. THANK YOU FOR YOUR ORDER PLEASE PAY US 1,515.66 WE APPRECIATE YOUR BUSINESS IN US DOLLARS I -Mk Sab afaaCHftdn WbpclbfioTammandCorditmafS. dm ntwramrwadad91hlrwta CREDIT NOTE cTg��,dcan��.af .n�aaam� IN US DOLLARS US i �i TERMS AND CONDITIONS OF SALE 'ir OFFER. No terns stated by Buyer in jt&hid, Purchase Onset, acknowledgtnent, or other forin .shall be binding upon the 5elier except is expressly agreed in writing by the Sellc:. Buyer is hereby notified of the Scller', objection to and rejection of any additional or different trams in Buyer's bid, Purchase Order, acknowledgment or other firm T'IfIs.SEL.i.F:R'S PROPOSAL iS EXPRESSLY LIMITED'fO ;ACCEPTANCE UPON THE TERMS AND CONDITIONS CONTAINED HEREIN. 2. I'AY &LENT. Buyer'acrecs to make payment at Seller's location and at the time spzcified on the Seller's invoicing document in lawful money of the U.S. The Seiler Wray, in its silo juctgmeni require such Miler- payment terns as it deems appropriate, including full in pausal payment in advance of shipment or liy letter of credit. 3. i'AST DUE ACCOt. NTS. A finance charge of the lesser or L ,per month (i Al APR) or the highest Tale permitted by law will he as on all past due accounts. interest charged on it palm due invoice will he assessed frdinl the date of the invoice. 4. PRICES. EXCEPT AS OTI iERWISE SPECIFIED iN THIS OFFER. PRICES ARE SUBJECT TO CIIANGL WiT'HOLT NOTICE. ORDERS WILL 13E I _NVOICLD. UNL.LSS OTHERWISE SPECIFIED IN THIS OFFER, AT THE, SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing'document are net of all applicable discounts anti promotional allowances. Any questions by the buyer. about the basis or accuracy of this pr icnr� must be suhm:itwdt to the seller in w•riling within 60 t4iys of the date of the invoic; 5. C ANCEI..LA'PION AND MODIFiCAT'ION. Orders ruay be canceled by Buyer only upon (1) written or oral notice to the Seller subsequently accepted in w i nino by the Seller and (2) payment to the' Seller of'reasonable cancellation charges to be solely determined by the Seller. 6. CREDIT. Credit payment terms must have'the prior approval of the Seller's Credit Department and must be .specified in writing on the Scller's imoicing dot if at a y time Pus cr's financial responsibility becomes impaired or umsatisfactoiy to the Seller, Seller re <crrees the right it stop shipment, oil notification Lion w Ilw_"r and to demand payrmau in advance of at the tittle of delivery [or future deliveries or to require other security satisfactory to the Seller, and in the absence Uivi, its t;aucel, n ithuut liability, the unfilled portion of this contrari. 7. 'TAXES. Any tax or other governmental charge now or hereafter levied upon production, severance, manufacture, delivery. storage, consumption .al e, use or shipment of Products ordered or sold will be charged to and padd by the Buyer. Such taxes ore not covered in the Seller's price. DELAYS. All orders are accepted subject m the Seller's ability to make delivery at the time and in the quantities specified. and the Seller shall not be liable for damages for litilue to masse partial or complete shipment or for the delay in making shipments. The Buyer shall be liable for any added expenses incurred by the Seller because of Buyer's delay in furnishing requested information to the Seller. delays resulting from order changes by the Buyer, or delay in unloading shipments at delivery point that are the fault of Buyer. The Sellet shall 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 net of public enemy (or civil disturbance), strike,. lock -outs, shortages of labor or raw materials and supplies (including fuel) of production facilities. transportation service or equipment shortages or failures. action of any governmental authority or other conditions bcyomd the Seller's reasonable control. 9. SHIPRiI ;N'T COSTS. tiles, otherwise specified on the Seller's invoicing document all transportation charges, including, inn not limited to. carrier's charge; fin notification prior to deliver, demurrage caused by Buyer, delay m ur,loadmg, diversion, or reconsignment will be paid by the Buy,-r, 10. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Product, transfer, to the Buyer upon ivery at the F.O.B. point identified on tote Seller's invoicing document. On receipt of title, the Buyer is then responsible lot 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 fiom the storage. use of bandling of such Products. claims ti,r damage o: shortage in transit must be made by the Buyer against the Lanier. The Buyer has the rc,pousibility to inspect shipments before or during untoadine to identify any such damage or ;horta and see that appropriate notation is made on the delivery tickets or ati inspection report fumished by the local agent tit the carrier in orct ;r to support a alarm. 11. WARRANTY. The Seller warrant only that it will convey good title to de product and that, at the tittle of shipment, the product will conform to the published specifications of rile Seller. Seller's specifications are subject ur change at any time without notice to Huyer. NO OTHER WARRANTY OF ANY KIND, EXPRIiSSED OR IMPLIED. IS MADE BY SELLER, INCLUDING ANY IMPLIED WARRANTIES OI' MERCHAN' 1AB11 .t= I'X- OR- NI °i'NH3SPOR"•YPr RTiCt(- LAR PURPOSE, Failure of the Buyer wishing thirty (30) days -afar receipt of the Focuser delivered hereunder to ghe notice that such product is not as so w,irr<mrcd shall h,-.:e unqualified aced ::erne of such product and a wiriver of all clairns with respect thereto. In the event of an alleged breach hereuf by the Sclf:;r, the sole remedy available to the Buyer tin account of any defect in the product shall be limited to thus r: place meat of such defective product by the Seller. to the event the remedy piin'idcd herein shall he deemed to have Rifled its essential purpose, then the Buyer shall be. entitled only to a refund of the auounta paid to the Seller for such defective Product. 12, I.FMITATION OF LIAi6ILITY. THE BUY1 R SHALL NOT BE ENTITLED TO RECOVER FRONT SELLER iNCIDENTAL OR CONSEQUEN'I]AL DAN•IAGES OR EXPENSES, INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED ON ACCOUNT OF THE QUALITY OR AMOUNT OF PRODUCT DELIVERET) OR THE NON DELiVIERY OF PRODUCT. The Buyc r assumes all risks and liability for any damag: to pennons of property resulting front the use of the product delivered hereunder in manufacturing p: ocesses of the Buyer or in combination with other substances or otherwise. 13. PATENTS. The Seller..agrees to defend and protect the Buyer against loss or damage arising out of legal action for direct patent infringement in connection with the Seller's manufacture of Product, provided the Seller is notified promptly of any such action With complete information and is given an opportunity to defend. I4. SECURITY iN ERF,ST. The Buyer herehi, g rants to the Seller and the Seller hereby retains a security interest in all Products furnished by the Seller and the proceeds thereof, until the purchase prig. therefore is fully paid. Buyer agrees to execute such financing staterncnis and other documents as Seller troy determine to be necessaii to perfect such security interest. 15. GOVERNING LAW Any agreement based on the acceptance of this offer shall he, construed in accordance with and governed by the Laves of le State of Kansas prwided than delivery terms shall be governed by INCOTF.RMS as published by the International Chamber of Commerce. Ifi.: tSSIGNABIT.ITS'. Amy a reememt based on Ure acenptance oC tliisi+i'fcr shall not In assignable by the Buyer without the prior written consent of flue Seller and any purported assignment without such consent shall he cold. 17. ENTIRE, AGREEMENT. if accepted, this offer and the terms'on the Seller's invoicing document constitute the unite agreement (,]'sale and purchase of the product named herein. No modification of this Agreement shall be of any force or effort unless in writi» e and aigued by the parties sought to be bound thereby, and no m6dif iration shall bi by the acknowiedgment or acceptance of purohase order forms containing different terns or conditions. AY/ North American Salt Comppny INVOICE A Compass Minerals Company Page 1 of 1 PLEASCRGABTTD. rWERALDO: GCDATe INVOICCNUIME" A ?GA 4-M43 48- 10�7C32 NET 60 DAYS 311912008 70178333 SOLD TO: 4621 SNIP TO: 5058091 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 125TH STREET UNITEDSTXtS OF AMERICA UNITED OF AMERICA 9iBPii`DPJiOLEI DATE *29PPM C ®LLOPLADING olm""Mer" OADENTYPE 10995 AUGUSTROBMNSSONS 03119/08 W0803W 184788 1847a8 SO CArm" ONLITNUMO @t p&Svw TYF2 Pala PREIMM WIN&% TMFUTCMV 76599 SHIPPING POINT DELIVERED TRUCK B22 TARSTATUS TAXIDA RELMw0 %ALE%Rep EXEMPT 00312D 1550 B22 PRODUCT DEBCFMTnON TAX CUAmm uom uwr PRCE EXTENDED PRCE 7517 BULK COARSE LA SALT Y 2&5100 TN 01.14 1,564.57 I i SUMMARY: PRODUCT 1,564.57 FREIGHT FUEL SUBTOTAL 1,564.57 STATE TAX COUNTY TAX CITY TAX NESSAGES: TOTAL WEIGHT 51,180.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7268, THANK YOU FOR YOUR ORDER PLEASE PAY t:,:2. US 1,584.57 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Thh s� daoo� h vAalset b !fe TemfasrM GorelMorn d 5�s on 8re reaem sF� d fi!a mote CREDIT' NOTE tp. a t• r�"° c°" �I°' m' r 'y ""°°�"'a�'`'�'�"". "m'a.`°"'�. IN US DOLLARS US t TERMS AND CONDITIONS OF SALE 1. OFFER. No terns stated by Buyer in its bid, Purchase Order, acknowledgntpnt (It other fornr shall be binding upon the Seller except as'exnressly agreed in wrniu by file Seller. Buyer is hereby notitiecf o1' the Seller's objr, teen to and rejection of any additional or different rents in Buyer's bid, Pmchasc Order, acknowledgment, or other forms. THE SELLERS PROPOSAL iS EXPRESSLY LIINIITED TO ACCtPTANCE UPON TIII, TERMS AND C.ONDfrlONs CON TINED HEREIN, 2. PAYMENT. Buyer agrees to make payment at Seller's location and at the time specified on the Seller' invoicing document in lawful money of the U.S. The Seller may, in its cola judipri t, require such other payment terms as it deems appropriate, including full of partial payment in advance of shipment err by letter of 4 credit. 3. PAST DUE ACCOUNTS. A finance charge of the lesser of 1.5% per month (19% -A PIZ) or the highest rate pennitfed law will be assessed on all past due accounts. Interest charged iai tt past due invoice will be assessed from flue date of the invoice. d. PRICES. EXCEPT AS OTI IERWISE SPECIFIED iN TII1S OFFER. PRICES ARE SUBJECT TO Cl IANGE WITHOUT NOTICE. ORDERS WILL BE INVOKED. UNi.I SS OTHERWISE SPECIFIED iN T iIIS OFFER, rYI'THE SELLFR'S PRICE IN EFFECT ON THE SCHEDULED DNIT OF SHIPMENT. Prices on the invoicing dOeumerit are net of all applicable discounts and promotional allownrices. Any questions by the buyer. about the basis or aeernacy of this prime, must be submitted to Ilse seller bt waiting within 60 clays of the date of the invoice. S. CANCELI.A fli)N AN17 N Orders ma} be canceled by Buyer only upon (1) written or oral notice to the Seller subsequently accepted in writing by the Seller and (2) payment to the Seller of reasonable cancellation charges to be solely determined,by the Seller. 6. CRF.1)►T. Credit payment terms must have the prior appiov d of the Seller's Credit Department and ri u,ct be specified in writing on file Scl(cr'> invoicing document, if at any time Buyer's financial responsibility becornes impaired or unsatisfactory to the Seller, Seller reserves the right to stop shipment on notification to f3uper and to demand payment in advance or at the time of deliver) for future deliveries or to require other security satia<actory to the Seller, and in the absence thereof, to cancel, w ithow liability, the unfilled portion of this Contract. 7. T :AXE& Any tax or other govyenmental charge now or hereafter levied upon production, severance, manufacture, delivery. stoiage, consumption, sale, use or. shipment of Products ordered or sold will he charged to and paid by Ilse Buyer. Such taxes tic not covered in the Seller's price. 8. DELAYS. All orders arc, accepted subject to the Seller's ability to make delivery at the time and in file quantities specified, and the Seller shall not be liable for damages for failure to make partial or complete Shipment or for the delay in making shipments. The Buyer shall be liable for any added expenses incurred by the Seller because of Buyer's delay in furnishing requested infornrafion to the Seller, delays resulting ti'om order changes by the Buyer, or delay in unloading shipments at delivery point that toe the fault of Buyer. The Seller shall not he liable for delays or defaults in delivery caused by forces beyond its control including but not limited to floods. tires, storuts, or other act, of God, by war or act of public enemy (or civil disturbance), strike;. lock -outs, shortages of labor or raw materials and supplies (including fuel) or production facilities, transportation service or equipment .shortage•; or failure,. action of any governmental authority or other condition" beyond the Seller's ieasnrtable 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 caused by Buyer, delay in unloading. diveisiou, or reconstenment will be paid by the Buyer, 10. T'RAN'SPORT RISKS AND CLAIMS. Risk of loss and title to Products transfer; to the Buyer upon delivery at the F.O.B, point Identified on the Seller's invoicing document. Ora receipt of title, the Buyer is then responsible tin proper protection of Products and compliance with all regulation; and ordinances and will indemnify the Seller against all claims for personal injuries or properly damage arising. hour the storage. use of handling of such Products. Claims for damage or sh in transit musl In made by the Buwx against the Carrier. The Buyer has the responsibility to inspect shipments before or during unloedm; to identify any such f orage or shortage and see that appropriate noution is made on the delivery tickets or aft inspection report furnished by the local agcn� of' the carrier in order to support a claim. 11. of:ARRANI'Y. The Sadler warrants only that it will convey good titles to the product and that, of 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 fRIPLIED, iS MADE BY SLId_ER, INCLUDING AN't IMPLIED'WARRANTIES OF MERCHANTABILITY OR FITNESS FOR"VPARTICt L AR PURPOSE, Failure of the Buyer within, thirty (30) days after receipt of the Product delivered hereunder as gi%c notice that such product is not a; s,, esarrnted shall rte an uoquahfied acceptance of'such produca and a waiver of all clainis with respect thereto. In the .went of an alleged breach hereof by the Seller, the sole reniecty available to the Buyer on account of any defect in the produce shall he limited to file replace- ment of such defective product. by the Seller. In the event the It rnedq provided herein shall be deciucd to have failed its essential purpose. then the Buyegshall be entitled only to a refund of the amounts paid to the Seller for such del2ctive Product. 12, LIMITATION OF LIABiLi;TY. THE BUYER SHALL NOT BE ENTITLED TO RECOVER FROM SELLER INCIDENTAL. OR CONSEQUENTIAL DAMAGES OR EXPEtNSL:S,.INCLUD1Nli, BU 'f NOT LIMITED TO, THOSE INCURRED ON ACCOU NT OF TFIE QUALITY OR AMOUNT OF PRODUCT i.N.LI VERED OR THE NON DELIVERY OF PRODUCT The Buyer assumes ail risks art([ liability for any darua,c to persons or property resulting from the use of the product del ivermi.herenafeu in manufacturing processes of the Buyer or in combination with other substances or otherwise, 13. PATENTS. The Seller agrees to defend and protect the Buyer against loss or damage arising out of lead action for direct patent, infringement in connection with the Seller'; manufacture of Product, provided the Seller is notified promptly of any such action with complete information and is given an,opporunity to defend. )A. SECURITY 1NTEw The Buyer hcieb, grants to the Seller and the Seller hereby retains a security interest in all Products furnished by the Seller and the procceds thereof. until the purchase price therefore is fully paid. Bever agrees to execute such financing statements and other docunwnts as Seller may derv mine to be nec.ssary to perfect Such security interest. 15. COVERNINC LACY. Any agreement based on the acceptance of this offer shall tie construed in accordance with and governed by the Laws of the State of Kaus,s provided that deliv,rry terms shall be governed by INCOTERMS as published by the International Chamber of Commerce. 16. ASSiGN ILITY. Any agreement based on tluc acceptance of this offer shall not be assignable by the Buyer without Ilse prior written consent of the Setter and any purported assignment without such consent shall be voice 17. ENTIRE ACREEMENT•. If accepted. this offer and the terms oa the Seller's invoicing document constitute the entire agreement o1 sale and purchase of the produa t named herein No modification of this Agreement shall be. of any force or ellort unless in writing arid signed'hy the parties sought to he bound Cher. hy, and no modification shall he effected by the acknowledgment or acceptance of purchase order forms containing different torus or conditions. 7 A/ North American Salt Com pany INVOICE A Compass Minerals Company Page 1 Of 1 BOX R SEt4EAWTTo. 1 WMIAL 04: PAYAENTTEfP S INVCMoe E ATE INV=ENUAMMT a- 48-1 04763 I N ET so DAYS 1 3/1112008 701 74423 SOLD TO: 462129/C54512 SHfP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. i 25TH STREET U STkItSOF AMERICA UNITED tfATE AMERICA 9$HPP ®PR�7 DATR DPW CUSTCMWR PD MLLCPLA@M cum "MtJa9HEfl OflMR TYP2 10995- AUGUSTROBBENSSONS ON 10/05 W0803iN 181748 181745 SO CARRSER 1TAIL JTRtiCISO e110PalwTYPE P.CiB TeMm Tt?RR1TCHw 76599 SHIPPING POINT DELIVERED TRUCK B22 TAX%TATIFS TAX100 RELPAWB SALE REP 1 EXEMPT W3120 B22 i PRODUCT DEBCRtPTM TAX CMAWFY UOU UWT PRCE EXTENDED PRCE 7517 BULK COARSE LA SALT Y 24.5700 TN 81.14 1,50221 I SUWAARY: PRODUCT 1,50221 FREIGHT a FUEL SUBTOTAL 1,502.21 STATE TAX COUNTY TAX CITY TAX MESSAGES: V TOTAL WEIGHT 48,140.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,502.21 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Thh 5aia of acoda In Bm T itlo amm=dCaldrm of Ssq o %a raornadda av MiIm irwoka CREDIT MOTE tTsrmc�+ec,�nmtia�a` a .seara�txo stvmw.nasaeeam� IN US DOLLARS US i T1 IN AND CONDITIONS C)F SALf 3. iiI'FFR —No fctui; :,vczl by Buret hr, Purchase Oo!,; acknowled=meri Ur oilier form sti::Il binding Limn ills S: }f(f except as e-,'n. :c; It- agreed it) t• L I I wr.(lr :g. i>y the Sclte :W,yer is hereby rr'a-}ic'I iif the Seller s A)f. "tfon to and reio:(ion tit' any aJditfei ;,il or diff,rent to =m in Buyer's bid. Purchaw Order, :nov.- Iedgnicnt, or „Iher fiuni,. fHE `1'i, ;_LER'S PROPOS iS LXPRFSSLY iT%lI'FED TO AC( 1.1' "tANC E L PON HIE TERMS AND C,ONDITIONS CONTAINED HFRI PA`r?%- TFN "1", BL ar .Errecs to make payi;i nt at Scher s i„ca.lt• :3 and at tyre^ I,rtac src:,ijwd or t}te Ss 1{, 3', invoicing docul3„nt in lawful tn<rne; oC 0 k, U,S. The folks, ,n ,u}:' i•;clf'ir.,nt. require .ucf. other payment tcf n„ as it dee:ros appioplian mcfuditiv full partial tray inert 'r rr.f aucc of shiruicill b letter of 3, PAST DUE ACCd f NT S, A finance :u: :are of the le:scr of J ?c per month I, I i •k PR) or the hig 5i rate perrniacd ny i will he assessed on t.t pa,! due ,tun Imere ,t :r.t cri tut a pats, du; ul: oic; a f}l be a nom the date of 0W 11 X. 4 PRICE'S. FXt" %S OTHF:RWI4V '`Pt (AFJ ?D IN Tf-li CIFl FR. PRiU-S \PI: SUBIF;C "I' F0 (,IIA'XiE 1ri ITI h)f.'; N( "Tf('J ORJOt'.RS WILL BE JC FD, UNLF'Y HFRtl'1SF 4P} C:I •I) IN! THiS -T it At THL; SELI Fi PRJC'I, IN FH 1.1 :'f 1.3'v'F10- SC III- :1 I'D DXFF of SH!P,vtJ \T 1' "o file tmo;i,:i!:,' :1c ,c L, {Yte.nt are nr, i applicable (li "1:4 told 17ra ryi :t! ;,1{i v an ccs. Ariy tl!i :(i, by tilt' bu t !"ow ti: bai ^t ,,3 a:eU :i l' ()f this :tl�t c S ::life. c.f'o in,.sclict in wnn ;Within 60 tia':r, w fh: data; of the fro 1-`:<:ELLAHO., AND :AICBIBII It,!'t'lt)ti° Order., niat' h tuie,leci by BWu L• ,nlv upon (1) wrfnrii or oral notice i. "Cher .ubsCw!_n' t zk,(,pt,d in the Sell:;: payment to tit' :cr. e,.,,t,tlltton char ;c. to w olcly deicrtuit,- cd 1)y :fie Seller. wrns .:it: lix 9 a}q'E: of the Seder' t: '•,lit Dzpartnieat ar,t ,aast he sled ;i.,' :fia; tar. at .,:.y is re's i :u, :ca: „s'bilft} itet::,;• aoaired or misafa fury to the Seller. v st +:p htpnn; ir, 1, ni,at t,. id to dc1)1! .y nent iii ti,Iti I1a I file tune of d" 1; For f ?€tune deli :cr ;'c or to recati3, ;Ns :-..,,cun!Y sati,l :,cE :�,rt fo !h:: St;tlr€. ;:4d Ehc t:,.'r„ t, t„ cant :e). :i 1 .t :LiIity, Chr n3,iiI d p.nnon of thi., cn,r. =.r,. "1':+SES. Any tas otf°.3 eovernment, l ?izxuc now or hell. "fler levied upon prnan.tion. seveniocc, i,ianulacture, deliv,ry vorage, con,limplir sale, u,e or Mpf icii; of Prodnc:. o; gold tt.ill hC _Irk'; :d to and paid L. IL Buyer, Such t<:1, s .:te nut covev,:,f in the Seller's price.. i R. DEL WS. At; or,L: are accepted suhic,,t Ill the Scller'i, abili :v t,• ,mike deliier� i:t 11w tinie and in the ,l,utviulics specilwd, w(i the Scllei shall nett t iitiNc tn i da,n. ey for fl lura w ri,ak pa3tial or :.t;i•t it tc shipment or It)[ flit delay' in malting .Aup,nents. Fh, Brt','• shall be liable nit iviz adtf,d expcnsc> a wrccl by th, •ll 'i because: of lttii'_r" .1ei'v hi furni.l„u,: ;eque,tcd fnforwwti to the Seller, dc•}r„; resulting front i r,ttangcs h} th, flu °er, or delay in unio 4,l ne',hipments :it "Oiikery point ))rt:t a l, 1;ie fault of B ''Iv; Seller slit €Jl nor o, liable for tfclay; r dci :hilt, in delivoo, c.sused by hole,,', 1 :hard its conu"ol rte's. ding but not itu :urli to floods. lira,, t: 'ir,. or othei ak z of ;;od, by wit, or rwi of public enemy' 1,0„ ctai! disnirn.nter) ,ujk,t,. lock -nuts, i i_c of labor nr taz. m weriul, :rid ;inelnehng I' 1 w; ''i Production f, trilrl,portatiot s :rvl, %t or edttipmtrli sts:u'ta es or failure,- a1:6(n of any govcmaw al wnhortty or o he ,:•onditiutls )(I :l :he Sale: s €e: <.'.fi. :)i, contiol. 't. '93III'1'Ih :N "f' C :f )5' tale„ otherwi s idt the Sell invoicing do. umcn rill tran,pnrtaftoa ,:h- Ergrs, inclndimt, i -,w c ot iiinited to, cra charges o:,!iti: a1w1l pi i.or:., e :l er. dcrn( €rraI,4� ...:3 t1 by Bayer, del:,} in unloading, divc(sif 3ecunsif,nmeni ill he paid by tin° i theta. I} TR ItNSPORT Rj,' .KS AND C:I."11," S. R4 of loss and tit:::(, Products uan to the Boyer upon JtIirery at itic O. t. point idewi#i,J „n the Seller', oiJnr docunieni 0. iec, of title, (lee };;n•,r is then lespon,ibk• for proiier pniteetiun of Pruduet ::wct conlphance with all 7c wlation.: and ordMiZ:ic and gill ntxr,:vifr he Seller;: ^tt.n <i till clui3n; for i i,onal injuries or fyoi crtr dantar, arisu.g f'n„i! !h, sttnaee. use sr li,wdlin of such Products, for dtniYlle of ',bo,t.i in trtunii nit tic made by dr, iia cr t ;ain't the Ca-i:eI, File Bover La ir„ r,spvnahihty i•., ia. ;beet shtp3nrnts h ur during troy €o id'.nufy s .tic!) dartnge t shortage and ice thm app€UprfaLe notation f, made on thv deliw,u ticket, or an mope "Lion report furtkhcd h\ the local at o' dic carn"fer i.i i :k: t, support it claim Is !%ARRAN FY. f ?t•: Tier wanants linty 3ii.; it will convey;._ ,1,J title to the pri <cu.l Ehat, at the tni•; o#' chspllwnu the },r ",i1t.,t will confortil t(, t'ic published E.siions of" ill, "i,;:. Seller's ,pet i!?cunon,, air ,uh;cc t„ change at all% tint without vwlit:, i B,!: cr NO OTHER WWRANTY OF KIND, l= t "'?f ;SSED OR INTH,:LLf, IS MADF BY `Fi LI'R. INC'J I'L >Ii1 XNY IMPLIFI) %%AkR_%N" JFS Ol ',!ERCFIANTABIIJ VY OR FITNESS I-OR A l't RTICIt t- PURPOSI I ai!w l,` ih, Buyer withir� d ;irty 0301 dais a#i, :r tert{rt of the Ynx:u't d; I,rcied hcicuoai 0 ai,;: ncticr t' :r..i o!I •r,,,ft,et is n,:t j, c „rue of ata 1, prl :t .nal a waiter t,:.- I :i :n1, tt ith t '.l', tit ;'I :e:o I n tr ,•i::nt of an at.:;'' -f ,,itvh hereof by f l c Scilei. the Sole i s iii -_Ay av ;nlable to the 1inc.e'r 011 a,;cUialt ei iw:, tl: feet )n the pmdito •.hall he binned to the wph:ce rrcm of such dcfecii••r ;woduci b?� tile; Seller In the event the rer, :dy provided h er ,in %iiall he deemed to late,, fauled its ccsertf `3 purpose, then rho B;iver shall be ilEin e :I "-Illy t a rcfwlf r.f the anii paid t, t1w S,I{cr tot su,h ri .ractivc Product. I'. u.NuTA'I'ION OF I,JAHILF Y. S ilk kl,1 ER SHALL. Ntr'i' BE f° :NTITI FD FO RI 'COVER IR( 0,1 Si"LLER INC:If',F:s 'IAL OR CONSLQUENTIAL D IE,S OR E`C li? Sl: S, INCLUDIIX 31, NOT ITMI'ID "to, i'f1051, 1NC I ON ACC :C)!:N I OF Fl IE QIIAI,rr,' OR AMOUNT Ok PRODUC T DC; IV OR I ill' `,ON DELIVERY 01 PRODUCT The B::yei assume, all ri.k', .!n(l liability for any (.,snare to person.; of pr re,uhing #ruin file use of the .)roelt,ct deliiered lie i, tl:ider in wanufactwim procc,ses of the Buve•r or fit eombinati with oilier subsfan ,a, or otherwise. L;. PAJIII] IN. "I tic 1 acrees to defe"'d ant_+ protect the Buyer a :tinsi lost of damia, t; orl out of lel_:,i :talon for direct patch infrin^_enien€ in cornlection with Ili_ Sciier', m<.nufcct.3r(' 1 pfrn idc,i the S,Ilcr i, notified Promptly of any such atotfan with soap ew telormation and i, triv ?,it opportunip to dekcnd. M. 4"(J,RITY IN I l': }il "S"'° The Buyer hClehy gr.tmS to the Sc,ier and the Seller h, rnthv t nains a we urily interest in all Piodw :ts furnished by the Seller and the pr,.'vvd, thereof; until th piatha,e price tl".reli ire is fully' P "id. Vwu� r a<.r e to ccee coach financing ,tntc and other doe n:3 „'nos as Seller ma} d to ok ii .:c, to perfoci ouch securily interest I4, l "Olk 1,RRliCr 1. :l` t. %fp ti.jct'.in,nw I':3,iiJ on fill; accel -l" oil tlli, Offer ,In,ii ke e'ol"Lrflcd ill :i('Ct with and :i by the Lau, c•1 Jhw St,ae of n s'r,:i•; ided it :t fir -felt teints,hall'ie ,ii rn,d by INC'OTF(Y t15 a, published hr; 1110 Isucinational C:hatlibcr of C'olllm it- *SIGNAHTI I fl- :igrecntem h:oc,i ;,n the acceptamer of 3111, offer shall stn i?, ic .nnhle by tt.r }lfiver Without us, ;)r .;r linen c„es.ra a, Helier and ao,, f, ;p. ;rtcd aaicn, ..:.t .,%:;out such .o.3;cii: ,filth he Void. 07 FIRF, AGREF,,ii %N F. it ace,pted, ,1,;, and tht tei —3 the Seller's wwictnn document on the entire; air €n nt of ;talc and ;lirchit:c° of'ilie iu. hefcif,. nnf,hiicalion Of !hl, Acreeutent, shall b” i -f any force or c: €t,, anfcss in wining ant' .,€Fmcd by the pi:xtie, sought €rf he hound there•hy, ittt� f .iJ 3: ait :ha;! i ;ricc treed by the a. :I.no :Jtiinent or acecpta, 4* purchase ord: i tOrm., eontaininp di!3erent terms or cunctil��Jj­ Ay/' North American Salt INVOICE Company A Compass Minerals Company Page- 1 of i PLMSeRENBTM FeDMALDO: f'AYfXW7EffkM fP4 aue.M IPJVDCaNuNaa? AnANTA,zGA 33s4 -TU43 48- 104 7632 NET 60 DAYS 3112/2008 70 SOLD TO: 4t32129/C54512 SHIP TO: 5058081 CS54514 CARMEL UTILITIES CARMEL UTILITIES 345o W. 131ST STREET 5484 E. 126TH STREET U�NI OF 7 A Q MERICA UNITED S`7ATES F AMERICA �Pi4m DATES cuspMa"Pa 0LLCr1A>g= 0imef?Ihftf IM" ICMDefTTyM io995 AUGUSTROBBENSSONS 03/11/08 W0805 181750 181754 SO CARMH faAUrTHUM0 eMtffPMnfTTYPE MC PrEEMr M UM Te31Ffl4OWY 765% SHIPPING POINT DELIVERED TRUCK B22 TAXSTATVS TAfi1D9 0 3ALeSnEP EXEMPT 0031201550 B22 I PF=tCT DEBOMP ION TAX QUAWM UM MUT PRX;E EXTENDED PRCE 7517 BULK COARSE LA SALT Y 25.3800 TN 61.14 1,551.73 I I I SU14MARY: i PRODUCT 1,551.73 FREIGHT a FUEL SUBTOTAL 1,551.73 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT... 50,760.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 -743 -7256 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,551.73 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Thh ssm or aoo� h nulgoet b a,e er sah �n er„a„e,nnnfdm of thh irHOta CREDIT ROTE (Term B,d CarxSibm are sho av- �wwa.nrrialLcom} IN US DOLLARS US I� i 'rf ;RfVIS AND CONDITIONS OF SALE, 1. OFFER. No terms stated by Buyer in its bid, Purchase Order. acknowledgment, nr other firm shall he binding upon the Seller except as expressly agreed In u:fntg by the Seller. fluver is hereby not'ssie•d of the Seller's ob to and nti::ctinn of any additional or difFrent term:- in Buyer's bid. Purchase Order, acknowledgment, or other forms. THE SLLLER'S PROPOSAL IS EXPRESSLY LIMITED TO ACCEMANCE UPON TI IE TERRIS AND ('O\DITIONS CO.%TATtiI:D HEREIN. 2. PAYMENT. Buyer agrees to make payment at Seller's location and at the little specified on the Seller's invoicing document in lawful money of the U.S. The Seller nr<ty, in its sole judgment, require such other payment terms as it deems appropriate, including full or partial payment in advance of shipment or by letter of credit. 3. PAST DUE ACCOUNTS. A finance charge of the lesser of 15% per month (IRSf APR) or the highest rate permitted by Jaw will be assessed on all past due ao_ounts. Interest charged on a pact due invoice will be assessed front the (fate of the ill voiec. 4. PRiCES. EXCEF"I' AS OTHERWISE SPECIFIED IN THIS OFFER. PRICUS ARE SUBJECT TO CHANGE W1THOl "I' NOTICE. ORDURS WILL BE INVOi ED, UNLFSS I'M IF.RW ISE SPLC.JVIED IN THiS OFFER, <1TTHE SELLI R'S PRiCL IN EFI'EC:T ON TIIE SCHE'D1'I TJ) DATE OP SHiPIMENT. I'n es on the invoicing document are net of all applicable discount, and proniotiona: allowances. Any questions by the buyer, about the basis or accuracy of this nwst he suhmutcd to the seller in writing within 60 days of the date of the invo:(e. 5, G),NCEi LATION AND MODIFiCATION. Orders ntay be canceled by Buyer only upon (t) written or oral notice to the Seller subsequently accepted in w; itiug by the Scaler and (2) payment to the Seller of reasonable cancellation charges to he solely deuanincd by the Seller. 6. CRI,,DIT. Credit prymeut terms must have the pricer approval of the Se:lleCs Credit Department and must he specified in writing on the Seller, nlvoichtg dotatrtteni, 11' at an} time Buyer's financial re,ponsibility becomes impaired or uusntisfacror to the Seller, 5c:ller reserves the right io stop shipment. ou 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. TAXES. Any tax or other governmental charge now or hereafter levied upon production, severance, manufacture, delivery, storage, consumption. sale, use or shipment of Products ordered or sold will he charged to and paid by the Buyer. Such taxes are not covered in the Seller's price. 8. DELAYS. All orders are accepted subject to the Seller's ability to make delivery at the time and in the quantities specified, and the Seller shall not he liable for damaces for failure It) 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 furnishbup, requested information to tine Seller, delays resulting from order changes by the Bu; cr, en 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 hp forces beyond its control including but not limited to floods, fires, storms, or other acts of God, by w•ar or act of public enemy lter civil disturbanc,•), strike,. lock -outs, sb)flagcs of labor or raw materials and supplies (includin- Ill,:]) of production facilities. transportation service or equipment shortages or failures, action of any gover r,ntental authority or other conditions beyond trite Seller's reasonable consols 9. SHIPMENT CtfS'CS. Unless otherwise specified oil the Seller', invoicing document, all transportation charges, including;. but not limited to, carrier's charges for notification prior to Jc:lrer, demurrage caused by Buyer. delay in unloading, diversion, or n centsirnment will be paid by the Buyer. 10. 'fRANSI'ORr RISKS AND C1.- 11:NS. Risk of loss and title to Products Lramlers to the Buyer upon Jrlivery at the Eu.R, point identified on the Seller's invoicing document On receipt of title, the Buyer is then responsible for proper protection o1' Products and compliance with all regulations and ordinances and will indemnify the Seller against all claims for pci,onal in or property damage arisnt from the storage. use of handling o[ such Products. Clams for damage or ,shortage in transit must be made by the Buyer against (tie Carrier, The Buyer has the responsibility to inspect shipments before or during o0oading to identify any such danunge or shortage and see that appropriate notation is made on ill, delivery tickets or an inspection report furnished by the local azem of rite carrier in order to support a claim. Jt. WARRANTY. fJrc Seller waiarits onk that it will Con" gar title to the prodt:.t and that, at the time of shipment, the pa will conform to the published specifications of' tile Seller. Seller's specification, are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND, FXPRF..SSED OR IMPLIED, IS MADE BY SELLER. INCI 1;DING ANY IMPLIED WARRAN'rll:S OF MERCHANTABILITY OR FITNESS FORA PARTICU- LAR PURPOSE. I ailure of the Buyer withi,:n thirty "30) dais alter receipt of the Pro tract delivered h, roller to give notice 0;.,r .itch product t, n,x .:S wauant.d ,hall be all unqualified acceptance of such product and a wain er of all claim, wk nth respect thereto. i In the event of an alleged ba:ach hereof' by rlae Seiler. the sole remedy available to the Buyer oil account of arp- defect in the product shall he limited to the replace- orient cal' such defective product by the Seller. In the event the rennedv provided herein shall he deeuned to have failed its essential propose, then the Buyer shall be entitled only to a refund of the amounts paid to the Seller fill ,u:h detucdve Product. t2. LQ1imvriOti OF LIABILITY. THE BUYER SHALL NOT BE ENTITLED TO RECOVER FROM SELLER 1NCIDENT.AL OR CONSLQUENTIAL !.)AMAGE.S OR EXITLASES, INCLUDING, BUT NOT LiS11TED "1'0. THOSL INCURRED ON ACCOUNT OF THE QUAI.ITY OR A \MOUNT OF PRODUCT It Et.IVERED OR THE NON- DELIVERY ERY OF PRODUCT. The Buyei assumes all risks and liability for any damage to persons of property resulting front the use of tte product delivered hereunder in manufacturing processes of the Buyer or in combination with other subsutnces or otherwise. 13. PATEITS. The Seller agrees to defend and protect the Buyer against loss or datnnage arising out of legal action for direct patent infringement in connection with he Seller's manufacture of'Product, provided the Seller is notified promptly of any such action with complete information and is given an opportunity to defend. 14. SECURITY INTEREST The Buyer hereby grants to the Seller and the Seller hseby 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 bt necessary to petfec:i such security interest, 1 GOVE?RNINC LAA Any agreement ha,ed on the acceptturce of this offer shall he construed in accordance with and governed by the Law, of she Stare of Katras provided tN t delivery teens shall lc governed by INCOTEkt1IS as published by the Inte rnatioml Chamber nI Cornrnerce. to. ASSIGNABILI I'Y. Any agreement based oil the acceptance ot'this offer shall not be assignable by the Buyer without the prior written consent of the Seller and a ny purported assipnmrnt without such ern`.ent ,hall he void. 17. EN f1RE AGRFENIFNT. if acceptaJ, this offer and the: terms tin the Seller's invoicing docurent constitute the entire agreement of sale and purchase of rite p oduct named herein, No mwdific•ation of this Agreement shall he of any force or effort unless in writing and signal by the parties sought to be hound thereby, and no modification shall be effected by the acknowledgment or acceptance of purchase order forms containing different term: or conditions. A/ North American Salt Company A Compass Minerals Company INVOICE Page 1 Of 1 PLEASEIMM@TTO. PMENALIQ6: PAYmEwTeFi s wore DATE INvor- emkoe" A TL AWA, GA 7W 48- 1047632 N ET 60 DAYS 3/1712006 7017733 Saul TO: 4021 SHIP TO: 505808 CS54514 CARMIEL UTILITIES CARMIEL UTILITIES 3450 W. 131 ST STREET 5484 E. 125TH STREET KITED STR`TES OF AMERICA UN TED O AMERICA S1(1PPID YR>$7 DATe S"n C TGue P17 ELL CF LADSttlo M=ff r warn CmDeR TYM Io99s AUGUSTRORGENSSONS 03/14108 W0805E 184784 184784 SO CARER HAlLI nUCC0 MUPMEWTYPZ P.OB PREf011 TEF&M TEREUTOW :t ssg9 SHIPPING POINT DELIVER TR UCK B22 TAX%TATUS TAR100 HELIAME O %ALe3.REP EXEMPT 0� 1 1550 B22 PRQOtcT DESCRIPTION TAX QUANTITY I1ou umT PRICE EXTENDED PRICE 7517 BULK COARSE LA SALT Y 24.79M TN 61.14 1,515.50 SUMARY: PRODUCT 1, 515.66 FREIGHT FUEL SUBTOTAL 1,515.66 STATE TAX COUNTY TAX CITY TAX WESSAGES: I TOTAL WEIGHT 49,580.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,515.68 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Thh Safe MOerh is nub BroTomrmandCnn f dSbem of saw on 8ln roa®tn aldo of tits lmol =o CREDIT NOTE t and Gondtbmo.%bwoa IN US DOLLARS us ,8 TERMS AND CONDITIONS OF SALE 1. OFFER. No terms stated by Buyer in its bid, Purchase Order, acknowledgment. or other form shall he hiding upon the Seller except as expressly agreed in writing by the Seller. Buyer is hereby notified of the Seller': objection to and rejection of any additional or differznt terns h) Buyer's bid, Purchase Order, acknowledgment, or other forms. THE SELLER'S PROPOSAL 1S EXPRESSLY LIMITED TO ACCLPT:ANCE UPON THE TERMS AND CONDiTIOtiS CONTAINED HEREIN, 2. PAYMENT. Buyer agrees to make payment at Seller's location and at the time specified of the Seller's invoicing docuoenc in fawful none} of the U.S. The credit may, in its sidle judgment, require such other payment leans as it deems appropriate, including full or partial payment in advance of shipment or by letter of credit. 3. PAST DUE ACCOliNTS. A finance charge of the lessee of 1.59E pci month (I 4'r, APR) or the highsst rate permitted by law- will be assessed on all past due, accounts. Interest charged on it past due invoice will he assessed from (lie date of the invoice. J. PRICES. EXCEPT AS OTIIERWISE, SPE.CIEIED IN THIS OFFER. PRICES ARE SUBJECT TO CHANGE wrriIOLT NOTICE. ORDERS WILL BE INVOICED. UNLESS OTHERWISE SPE AFIED TN "('HIS OFFER, ATTHE SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Priers on the invoicinf document are net of all applicable di�cou itt, and promotional allowances. Any quesLions by the buyer, about the basis or accuracy of this pricing mu, t be submitted to the seller in writing within 60 days of the date of the invoice. 5, CANCEL1,ATION AND A' IODIFI(::ATTON. Orders nay he canceled by Buyer only upron (1) written or oral notice to the Seller subsequently accepted in witting by the Seller and (2) payment to the Seller of reasonable; cancellation charges to be solely determined by the Seller. 6. CREDIT. Credit payment teens must have the prior approval of the Seller's Credit Department and must he specified in writing on file Seller's invoicing. document, (fad any Lillie Buyers financial responsibility becornes impaired orunsatisfactory to the Seller. Sollerreservrs the right to stop shipment, on notification to Bu }'e.r aad u de:ni,ind payment in advance of at the time of dcli, -r ;ry for future deliveries or to require other security satishictauy to the Seller, and in the absence hereof, to cancel, without liability, the unfilled portion of this contract. 7, TAXES. Any tax or other goventmenial 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. BELAYS. All orders are accepted subject to the Seller's ability to make delivery at the time and in the quantities specified, and the Seller shall not be liable for damages for failure to make partial or complete shipment or for the delay in making shipments. The Buyer shall be liable for any added expenses incurred by the Seller because of Buyer's delay in furnishing requested information to the Seller, delays resulting from order changes by the Buyer, or delay in unloading shipments at delivery point than 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 Lo flood,. tires, storms, or other acts of God, by war or act of public enemy (or civil disturbance), strikes. lock -outs, shortages of labor or raw materials and supplies (including fvel) or production facilities, transportation service or equipment shortages or failures. action of any governmental authority or other colicitions beyond the Seller's reasonable control. 9. SHIPMENT COSTS. (Jules, otherwise specified on the Seller's invoicing document, all transportation charges, including, but not limited to, carrier's charges for notification prior to deliver. demurrage caused by Buyer, delay in unloading. diversion, or reconsignment will he paid by the Buyer. 10. 'TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products trnsfict, 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 danmge arising+, Dam the storage. use of handling of such Products. Claims for damage or shortage in transit must be made by the Buyer against the Carrier. The Buyer has the responsibility to inspect shipments bedvn; or during unloading to identify any such darnage or shortage and sec that appropriate notation is made on the delis ;ry tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. 11. WARRANTY. The Seller warrant; onll that it will coney 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 ore subject to change at arty time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, IS MADE BY SELLER, INCLUDING ANY IMPLIED :ARRAN7IES OF MERCHANTABIL.1'lY OR FITNESS FOR A PARTICU- LAR PURPOSE. Failare of the Buyer w-ithiug thirty 00) da after receipt of the Product delivered hereunder to give notice that such product is not as so warranted ,ball he an unqualified acceptance of such product and a waiver of all claims wall) respect thereto. (u file event of am alleged breach hereof by the Seller, the soli; remedy available to the Buyer on account of any defect in the product shall be limited to the replace- ment of such def ecfivo product by the Seller. In the event the mnedy provided herein shall he deemed to have failed its essenii l purpose, then the Buyer shall be entitled only to a refund of the amounts paid to the Seller for such defective Product, 12. LIMITATION OF LIABILITY. THE BUYER SHALL NOT' BE F.NTIT'LED TO RECOVER FROM SELLER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES, INCLUUINIi, BUT NOT LIMITED TO, THOSE INC:URREU ON ACCOUNT OF THE QUALPTY OR AMOUNT OF PRODUCT' DF..i,t VERED OR THE NON- DELiVLRY OF PRODUCT The Buyor assumes all risks and liability for any damage to parsons of property resulting from the use of the product deli, eyed hereunder' in manufacturing processes of the Buyer or in combination with other substances or otherwise. 13. PATENTS. The Sellcr agree. to defend and protect the Buyer against loss or damage arising out of Ica ad action for direct patent infringement in connection with the Seller's manufacture of Product, provided the Seller is notified promptly of any such action will) complete information :rod is given an opportunity to defend. 14. SECURITY iN 'rEREST. 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 be necessary to perfect such,ecurity interc,t. 15. GOVERNING LANs`. Any agreement based on the acceptance o1' this offer ,hall be construed in accordance with and governed by the Lanus of the State of Kansas provided dun delivery joins shall he governed by INC:OT'ERMS as published by the International Chamber of Comurcrcc 16. ASSIGNABILITY. Any agreement based on the acceptance of this offer shall not be assignable by the Buyer without tire prior written consent of the Seller and ally purported assig mogul without such consent shall he v oid. 17. ENTIRE AG&EEMENT. If accepted, this offer and the terms on the: Seller', invoicing document constitute the enure agreement of sale and purchase of the product named herein. No modification of this Agreerneut shall he of any force or effort unless in writing and signed by the panic, sought to he hound thert;hy, and nu modification shall be effected by the ackno A led ement or t c,=ptancc of purchase order forms containing different terms or conditions. North American Salt A y/" Company INVOICE A Compass Minerals Company Page 1 of i rLPASE REMffM.. FWWAL ®B: PAYMWNT Mf4LEf INYCXCE DATE IfYYOIGEf�81LOER AnAr ?GA awW -rte 48- 1047632 NET 60 DAYS 3118/2005 70177770 SOLD TO: 4821 2g 1 05451 2 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST STREET 5484 E. 125TH STREET UNITED STATES OF AMERICA UN ETA E AMERICA F,"ST rnm DATE StUPP® CUSTCMW FD ®LLCr LAW= coma RF mn QIDEflTYPE s- AUGUSTROBBENSSONS 03/17108 W0805W 184785 1847a5 SO FINLITWUCK0 limpawma TYPi P.na 91R MERMTTRIMM 7FTOAY 76599 SHIPPING POINT DELIVERED TRUCK B22 TVS TAXtD* IMUME� SAU�S IMP EXEMPT 00312D 1550 B22 PRDDUCT DEBOROrrM TAX QUAMM WM UWT PRCE EXTENDED PRCE 7517 BULK COARSE LA SALT Y 25.7200 TN 01.14 1,572.52 SUMMARY: PRODUCT 1,57252 FREIGHT a FUEL SUBTOTAL 1, 572.52 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 51,4440.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY a US 1,572.52 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Thhsa>• d000�maubpetb4HTatmaandGOtdftloendSaYonOare .��al�fdBhlmoka CREDIT NOTE a creermsdcorbino tiisd �,d,.,sf��,,,� IN US DOLLARS US i TERMS AND CONDITIONS OF SALF. 1. OFFER ;vo.te stated by Buyer in its bid, Purchase_Order, acknowledgtftcnt, u =r other form shall he binding upon the Seller except as expressly agreed in Wr,eiug by The`Sellei. Buyer is hereby notified of the Seller's ohjuaiou to'and rejection of any additional or different terms in Buyer's bid, purchase Order, acknowledgment. or other forms. THE SELLER'S PROPOSAL iS EXPRESSLY I,.IhiITED TO,ACCEPTANCE UPON THE TERMS AND CONDITIONS CONTAINED HEREIN, 2. PAY'+MENT..Buyecagrees to make payment at Seller's location and at the time spceificd vn the Seller's invoicing document in lawful money of the G.S. The Seller may, in its stale judgmeht, require such other payment 1& ns'as it deems appropriate, including full nr partial payment iu advance of ,hipment or by letter of credit. 3. PAST DUE, ACCOLNTS. A finance ch.uge of the lesser "or 1.5% per month t i $di APR) or the higbest tale pennitied by law will be assessed on'aill pact due accounts. interest charged in as past due invoic•e.rvill he aesessed.frora the date of the invoice, 4. PRICES. EXCEPT AS OTHERWISE SPECIFIED IN' PHIS OFFER. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE,. ORDERS WILL BE INVOICED. UNLESS OTHFRWISE SPECIFIED TN T HIS OFFi ?R, XF THF., SE•LLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT Prit,�s on the invoicing document are net of ail discount and jxnminii ?mnlialloeiances. Any clu„tions by the huyer. about the basis of ecuracy of this pricing must be submitted to the seller in wailing within 60 days of the date oG the invoic.. i. CANCELI,XrION IM) MODIFiCATiON. Orden may be canceled by Buycr`only upon (1) written or oral notice to die Seller subsequently accepted in venting by the Seller and (2) payment to the SeHcr of ra<isonable canccllatjon charges to be solely determined by the Seller. 6. CRFAMT. Credi= payment terms roust liana. the prior approval of the Seller's Credit Dcparmacnt and nntst be specified in writing oa the Seller's imoicing document. if at any uutc Buyer's Financial responsibility become, impaired or unsatisfactory to the Seller. Seller reserves the right to slop shipment, on notification a+ Buyer and to demand payment in advance or at the tinfc of dcl;very for future deliveries or to n•quire other security sarishaann to the Seller, and in the ah,ence thrreoi', to cancel, w irhoul liability, the unfilled portion of this contract. 7. 'PARES. Any tae i,r ntht;r g overnnren(al charge-Ir6w or hereafter- levied upon prrnha:tion, severance, manufacture, delivery. storage, consumption, sale, rise 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. i S. DELAY'S. All ordars are accepted subject to the Seller's ability to make delivery at the time and in the quanunes specified, and the Seller shall not be liable for darnages for failure to make partial or complete shipment or for the delay in making shipments, The Buyer shrill be liable fir any added expenses ineurred by the Seller because of Buyer'; delay in furnishing ruluesied information to the Seller, delays resulting from cider changes by the Buyer, or delay in unloading shipments of deli, -cry point that are tile; fault of Buyer. The Seller shall not he Kahle for delays or default in delivery caused by forces beyond its control including but not limited to floods. tires, storms, or other acts of God, by war or act of public enemy (or civil disturbance), strikes, h.u•k -out shortages of labor or row materials and supplies (including fuel! or production facilities. transportation service or equipaannt shortage; or failure,. action of any governmental authority or ether conditions beyond the Seller's reasonable control. 9. SIIIPiN'1GNT COSTS. Uules, otherwi,e specified on the Seller's invoicing document, all transportation ebauges, including, but not limited n). carrier's charge, for notification prior to deliver, demurrage caused by Buyer, delay in unloading. diversion, or reeonsignment will be paid by the Buyer. 10- 'TRANSPORT RISKS AND CLAI &1S. Risk of loss and title to Products transfei, to the Buyer upon delivery at the EO.B. point identified on the Seller's invoicing document. Uri receipt of title, the Buyer is their ie,ponsible for proper protection of Products and compliance with all regulation, and ordinances and will indemnify the Seller against all claims for personal injuries or property daniage ari,ing front the storage. use of handling of such Products. Clnims for damage or shortage in transit must be hrade by the Buyer against the Canicr. The Buyer has the responsibility to inspect shipments before or during wiloading to identify any such chuna or shurtage and sec th.11 at notation is made on the delivery tickets or an i i>pcction report furnished by the local agent of the carrier i order m suppon a chin, 11. 1 'ARR-1NTY. The Seller warrants only that it will convey ood title: to the. product and that, at the aline, of shipment, the product will conform to the published sp cifications of th; Seller. Seller's apecilirttions ;ire suhjrcr to change ai any time without none, to Buyer. NO OTHER WARRANTY Of'.ANY KIND, T EXPRESSED OR IMPLIED. IS MADE BY SELLER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FORAPARTICU- EAR PURPOSE, Failujo of the Buyer washing thirty (30) days after reu ipt of the Product delivered hereunder to give notice that such product 1 not as so warranted All h, an uugr,alif; d a ceprarrce of ac h prochrt and a waiver of .ill claim=; wit h respect thercut, Ili the vent of an alleged breach hereof by the Seller, the sol, rciucdv available to the Buyer cur account of any defect in the product shall be limited to the replace- mom of such.defectivc product by the Seller. in the evert alre mrnedv provided herein .hall he deennid to have failed its essential purpose, then the shall be entitled only to a refund of the amounts paid to the Seller for such del"mive Product. 12. LIMITATiON Of LIABILITY. THE BUYER SHALL NOT BE F,NTITLI3D TO RECOVER FROM SELLER INCIDENTAL. OR CONSEQUENTIAL DAMAGES OR EXPENSES_ INCLUDING BUT NOT LIMITED TO, THOSE INCURRED ON ACCOUNT OF THE QUALITY OR AMOUNT OF PRODUC '1' DELIVERED 6k THE "NON- DELIVhR1 OF PRODUCT 1be Buyer assumes all risks and liability' for any dauna,,c to persons or property resulting from the use of the product delivered hercuhlcr in manufacsuring processes of the Buyer or in combination with othei substances or otherwise, 13. PATENTS. 'E'hc Seller'aerei 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 matittfacture of Product, provided the Seller is notified promptly of any such action with complete information and is given an opportunity to defend 14. SECURITY INTEREST. The Buyer hereby grants to the Seller and the Seller hereby retains a ,security interest in all Products furnished by the Seiler and the proceeds thereof, until the purchase price; therefore is fully paid, Buyer agree, to execute such financing staternetvs and other documents as Seller tray determine to be necessary to perfect such security interest. I.S. GOVERNING LAZY. Any agreeniew hosed on the acceptance of this offer shalt be construed in accordance with and governed by file 1 sew, of the State of Kansas provided rhi=t delivery terms shall he governed by 1NCOTERMS as published by the International Chamber of Commerce. H:. ASSIGN 1B1LI'IY. Any agreement based on the acceptance of dots oiler shall not be assignable by the Buyer without the prior written consent of the Scaler and any purported assiy_nrnenf without such consent slu'di be void. 1 ENTIRE AGREEMENT. If acc, offer and thc_terms.on the Seller', invoicing document constitute the entire agreement of ,ale and purchase of the product named herein. No modification of this Agreerne.91 shall he,.of any force or effim unless in iOriting and signed by thc• parties sought to he bound thereby, and no modification shall be effected by the acknowlai^_nteut onzLeptaiwe of purchase order focus containing different ternfs or conditions. A/ North American Salt Company INVOICE A Compass Minerals Company Page iofi J rLeASEMMITM: FWWAL ®9: PAYI�MTEn0.6 60 DAYS IP�A701GCMTG 1 1woneflWAmen An:Ar A, GA -7043 48- 1047632 N ET 3119/2008 70178331 SOLD TO: 462129/C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450W. 131ST STREET 5484 E. 126TH STREET UNI OF AMERICA CA RMEL IITEED t4ATE$ OF AMERICA SrinwwrllM uaTeSr PPa� CIPSrmnn;o ELL CrLA� amm" iNwn Q10enTYPe lows AUGUSTROBMMSONS 03/18/08 W0805E 184785 184785 SO cAtim" nsLfTnuoc* fx=P9M9ff TYiz r .a& r1032lT TOMM Tmpum11Y 75599 SHIPPING POINT DELIVERED TRUCK B22 TAX%TATUS TAX 100 RFLPASS B SALE fwP EXEMPT 00312D 1550 B22 PRQOUCT OMCFUFnM TAX c2UAmm um umT PFICE EXTEmnEO PRCE 7517 BULK COARSE LA SALT Y 23.5500 TN 81.14 1,439.95 SUTAMARY: PRODUCT 1,439.85 FREIGHT a FUEL SUBTOTAL 1,439.85 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT... 47,100.0000 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 1,439.85 Tn45.�daoo�hs�petb4w Tarma and GorpRbtad Simon 9a ra�em alded8tm imot� CREDIT NOTE (r� ern andGondSbnaot aaahn IN US DOLLARS u5 TERMS AND CONDITIONS OF SALE 1. A. "FER. No teens stated b Buyer in its bid, Purchase Omer, acknowledgment.'or other form shall be binding upon the Seller escept ti expressly agreed in wruing fly the Seller. Buyer is hereby notified of the Seller', objection to and rejection of any additional or different terms fu Buyer's hid, E'mchase Order, acknowledgment. or other forms. THE SI L,I,i ?R'S PROPOSAL 1S EXPRESSLY LIMITED TO ACCEY ANCE UPON Ttlh TERMS AND CONDITIONS CON'T'AINED HEREIN, 2. PAYMENT. Buyer agrees to make au Seller's location :a -d at the time specified on the Seller' invoicing document ir, lawful' money of tfie U.S. The Seller may in its sole judgment, require such other payment terms as it dee nu appropriate, including full or partial payment in advance of shipment or by letter of credit. 3. PAST DUE ACCOUNTS. A finance charge of tite lesser of 1:5`9o.pol month (E ':a -APR) or the highest rate pennitfed by law wIT) be assessed on all past due accounts. Interest charged tin a'paot due invoice will tie assessed from the date of the invoice, r 4. PRICES. hXCEP`f AS OTHERNN "ISL SPECIFIED iN THIS OFFER. PRICES ARE SUBJECT TO CHANGE wrrHOUT NOTICE. ORDERS WILL BE INVOICED. UNLE;tiS Ci I'1IF ?.R11fISE SPI ?C(fIED TN 1'EI1S OFFi ?R, ATTHE SIiLLER'S PRICE IN EFI'L'Cl' O\ rl-]E SCHT.I)iiLFD DATE OF SHIPMENT. Prices on the invoicing document are: net of all applicable discounts and promotional allowances. Any questions by the buyer. about the basis or accuracy of this pricing must be submitted to the seller in writing within 60 days of the date of the invoice. 5. (ANCELUMON.AVD MODIFICATION. Orders, map he canceled by Buyer only upon (1) written or oral notice to tire Seller subsequently accepted in wi iting by the Sellei and t2) payment to the Seller of reasonable cancellation charges to he solely determined by the Seller. 6. CREDIT. Credit jmynicnt tenor roust httve the prior approval of the Seller's ('credit Department and mu,et be specified in writing on the Seller's imotoinr document, if tit and time Bayer's financial responsibility becomes impaired or uusatisi'aclory to the Seller, Seller reserves the right to mop shipmem, on notification lo 13uver and to de land payment in advance or at the nine of delixurb for future delnerics or to requite other ,octuity satistacte,ty to the Seller. and in the ab,ence thereof, to cancel, without liability, the untitled portion of this contract. 7. TAXES. Any tax or other governmental charge now or hereafter levied upon production, Severance, manufacture, delivery. storage, consumption, sale, use or shipment of Products ordered or old will he charged to and paid by the Buyer. Such taxes are not covered in the Seller's price. 8. DELAYS. All orders arc accepted subject to the Seller's ability to rriah delivery at the time and in the quantities specified, and the Seller sliall nor be liable for damages for failure; to make partial or complete shipment or for the delay in making; shipments. The Buyer shall be liable for any added expenses incurred by the Seller because of Buyer's delay in furnishing reluesled information to the Seller. delays resulting from order changes by the Buyer, or delay in unloading shipment, at delivery point that are the fault of Buyer. The Seller shall not he liable for delay.e or default, in delivery caused by forces beyond its control including but not limited to flood:.. tiros, storms, or other act, of God, by war or act of public ene[rn (or civil disturbance), strikes. hock -outs, shortages of L•thor or raw materials and supplies (including fuel) or production facilities. transportation service or equipment shortage, or failure,, action of any governnrntitl authority or other condition, beyond the Seller's reasonable control. 9. SHIPMENT COSTS. 1!nless oiherwisc specified on the Seller's invoicing document, all iianspottation shames, including, bill not ]finite(] to, carrier's charge, 1'or notification prior to deliver. demurrage caused by Buyer, delay in unloading, diversion, or rec:onsignmenr will be paid by the Buyer. 10. TRANSPORT RISKS AND CLAINIS. Risk of loss and title to iroducts 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 fior 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 hour the storauge, use of handling of such products. Clairm for damag e or shortage in transit trust be made by the Buyer against the Cart before Carrier. The Buyer has the responsibility to inspect shipments bere or during unloadin, to identiii any ,rich damage or shoruige and se that appropriate notation is made on the delivery tickets ur an inspection report furnished by the local agent of the carrier in order to support a claim. 11. WXRRANTY. The Seller warrant only that it will com.cy good title to the product and that, at the tittle of shipment, the product will conform to the published specifications of the Seller. Seller's specifications are sub,jecr to change at any time without notice to Buyer. NO OTHER 'W'ARRANTY OF ANY KIND, IAPRESSF-D OR IMPLIED. IS MADE BY SELLER, INCLUDING ANY IMPLIED WARRANTIES OF NIL•RCHANTAB1L11Y OR FrVNESS FOR yFARTiCU- I,AR PURPOSE. F.Auie of the Buyer wthing thing (30) day, after receipt of the Product delivered hereunder to ;ire notice lh,:t such product k our as so uamnrcd llal! be mt vuqual ficd ac"prance of such product and a w aivcr of'.ill :Iairns with respect thorclo. In the event of am alleged breach hereof by the Seller, the sole remedy available to the Buyer on account of any defect in the product shall be limited to the replace- ment of such defective producCby the Seller. in the cv`eul the remedy provided herein ,hall he dcciiicd to have failed its esseiiiiad purpose. then the Buyer shall be entitled only to a refund of the aruounts paid to the Seller for such defective product. 12, fAMITATION (:)F LIABILITY. THE BUYER SHALL. NOT BE ENTITLED TO RECOVER FROM SELLER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES, INCLUDING, Bl. T NOT LIMITED TO, THOSE INCURRED ON ACCOUNT OF THE QUALITY OR AMOUNT OF PRODUCT DELIVERED OR THE NON -DCLi VERY OF PRODUCT Jlic Buyer assumes all rinks 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 subst-a nces or otherwi 11 PATENTS. The Seller to defend and protect the Buyer against loss or darnage arising out of legal action for direct patent infringement in connection with the Seller's manufacture of Product, provided] the Scoter 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 reruns a security interest in till 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 ncty determine to be necessary to perfect such security muxesi. 15, GOVERNING LAW. Any agreement based tin the acceptance of this offer shall be construed in accordance with and governed by the Laws of the State of Kansas provided that delivery• terns shall be governed by INC:OTEKMS as published by the International Chamber of Commerce. 16. ASSIGNIUM ITY. Any a based on ilte acceptance of this offer shall lieu be assignable by the Buyer without fire Prior written con >ent of the Seiler and guy purported assitmnieut without such consent Shall be void. 17. ENTIRE AGREEbiEN'L if aceeptcd, this offer and the ternt.'ou the Seller', invoicing doctunent Constitute the entire agreement off and purchase of the product named herein. No modification of this Agreement shall he ell' any force or efrettt unless in writing and signed by the panes sought to he bound thereby and no modifica6mi shall he effected by the acknowledgment or acceptance of purchase order forme containing different terns orconditions. A/ North American Salt INVOICE Company A Compass Minerals Company Peke 1 of i FLFASP FFEMn M. f IDWAL DO: PAYF.S MTERFM MAKY a MTE l wvorcmj�MEW A1QANNTA2GA 30384 -043 48- 1047632 NET 60 DAYS 1 3/12}2008 701751 SOLDTO: 4M29/C54512 SHIP TO: 5058051 CS54514 CARIJEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 125TH STREET UNITED STAPES O F AMERICA UNITED tf ATES OF AMERICA S!>UP®MM QATe °.�fFi P2D CUSTMER PO ELL C7 LAM= coRn waEH ONnEM VM 1r7m AUGUSTRCffiM SONS 03111/08 W0805E 181749 181749 SO CAFM11 FWL1TRUCK B mLBPdde ff TV PE P.@FL PFil�MT Man TEflf3TQFFV 76599 SHIPPING P011'dT DELIVERED TRUCK B22 TAX%TATUS TAXID® RELEASE& 3ALMFMP EXEMPT 0031201550 B22 PFMLICT DESORffl M TAX auAwrry uom uHrr PP=E EXTERMID Pncr: 7517 BULK COARSE LA SALT Y 24.7 TN 81.14 1,514.44 I I` SUMNA PRODUCT 1,514.44 FREIGHT FUEL SUBTOTAL 1,514.44 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 49,540.0000 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 1,514.44 Trfa S +b af9w n b fiaToren¢sndcordeFaoasf Sate on 9+a romma silo of W& lmn La CREDIT NOTE IN US DOLLARS US i TERNIS AND CONDITIONS OF SALT: 1. OFFER. No term., itaurd by Buser in its hid. Purchase Ordei, ticknowiedgment, or other form shall be binding upon the Seller except as expressly agreed in wr'tin- by the Seller Buyer is hereby ni of the Seller's objection to and rejection of any additional or different terms in Buyer's bid, I'mebase Ordei, acknowledgment, or wher"forms. THE SELLER'S PROPOSAL, IS EXPRESSLY LiNUTED TO ACCEPTANCE liPON T"IfE TEMM1S AND CONDITIONS CONTAINED NTAINED HEREIN. 2. PAYMENT. Buvoi agrees to make pay,acnt at Seller's location and at the time pec•ifil-d on the Salter' IMOicing dO,urter„ in lawful mane, O! the U.S, The Sciier imay, in its n ;adyrucnt, teyuire such other payment terms as it deems appropriate, including full or paniad payment in .idvance of shipment or by I"ter of crodit. 3. PAST DUE ACCOUNTS. A finance charge of the lesser of 1.5`.-6 Per month tJ kt: APR) or the liighost rate permitted h; h .ill be assessed rn all past due accounts. interest chat ged on a past due invoice will be assessed ;runh the date of the tuvoice. 4. 1'RECF,S. EXC IT AS OT'HERWiSF SP?[CIFiED IN THIS OFFER. PRICES ARE SUBJECT TO CHANGE WITHOUT' NOTICE. ORDERS WILL BE I� VOICED, I. NL SS {)THERAVISF, SPE('lt'IE17 1N THiS OFFEK, ATTHE SELLER'S PRICE i\ EFFF;C'f ON'I'f 1E SCHEDUI,LD D :1I'Ii OF Slill'AIENT. Prtces on the invoicing document are net of all applicable discounts and promotional allowances. Any yue by the hunter. ;:beau the basis or ac::uracy of thi, rinsing must he submitted w the seller in writing within 60 day., of the (late of the invoice. 5. CANCELLATION AND MODIFICATION. Orders may be canceled by Buyc :r o my upon (I) written or oral notice to the Seller subsequently accepted hr wr J- by the Sell(- aeJ payment to the Seller of reasonable cancellation charges to be solely determined by the Seller. 6. C'REDfT. Credo payment term, must hone the prior approval of the seller':. t'rcJt I7eparutc it :1-1 :no.t he spee,fi;d ii .Nixing on the S, rr' rent run,; doctnheni, If at any time Eiuyer's Imanciaf tapomrhifiry hec•omr., r:,pa; red or unsa6A'1 i, to the Seller. Sc11c iescrncs the r ght to stop Ghipmen on• no'ilwattion to Buyer and to demand payment in advance •n' at the little of dejiveiy for future do livcri, s or to require niher security satisfactory to the Seller. and in the absence thereof, to cancel, v ith ut liability. the Hurried portion of this contract. 7. T:ARFS. Any taY or other governmentid charge now or hereafter levied upon production, screraucc, manufacture, dclivcrv. sumige, consumption, Gale, use or shipment of Products ordcie:d or sold will be charged to and paio by the Buyer. Such taxes are not coveted in :lee Seller'., price, 8. DELAYS. All w&.s are accepted subject to the Seller's ability to make deli(cry at the time and in the quantities specified, tin([ the Seller shall not be liable for danutges for failure to male 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 Buy 's delay' in furnishing requested information to the Seller. delays resulting from order changes by die tiutor, or delay' in unlott ing shipments at delivery point Thai are the fault of Buyer. The Seller shall not be liable for delays or defaults in delivery caused by forces heyoud its control including hilt not litmiled to floods, for,. storms, or other acts of God, by war or act of public enemy cur civil distuihance), strikes, lock outs, sh, of labor racy materials and supplies (including furl) or Production facilities. transportation :eryice or cquipmew shortage, or failures, -ction of any government l authority or other condmcnns bevoud the Seilei's rc,isonuble control. 9. SHIMMENT COs "rs, Unless otherwise specified on the Seller's invoicing docuruent, all nansportation charges. including. but not limited to. carrier', charges P notification prier to deliver, demurrap.c caused by Buyer. delay in unloading, diversion, or rcconciennicat will be paid by tbo Guyer. 11), TR.A\SPOR'r RISES AND CLA[NIS, Risk of loss .,ilex title to Products tia*tafers to the Buyer upon delivery at the F.O.B. point identified on the Seller's ern +icing docunnent. On receipt of title the Buyer is then responsible f proper protection of Products and compliance with all regulations and ordinances and will indemnify the Seller against all claims for personal injuries or p:operiy damage arising trot) the storage, use of handling of such Products. Clair.is for damage of shortage in oancit must be made h} tn. B,iyer agaurst the Carrier. 'I he Buser has the responsibility to inspect shipment, F: Enre er duinp; unloading to identify any such damage or shortage and sec that appropriate notation it made on the d"Ilvery uckets or an impaction report fur»ishl(d by file local anent of the carnet in order to support a claim. 11. NV VRRANT The Seller warrants only that it will convcl good title to the product and that, at the time of shiprneut, the product will conform to the published slx :cifieations of the seller. Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER W.ARRANTY OF .ANA' KiND, f?XPRESSED OR iMPLIED, IS MADE BY SELLER, INCLUDIMi ANY IMPLIED AVARR ANTI ES OF MERCHANTABILITY OR FITNESS FOR A PARTICli- L AR PURPOSE. Failure of the Buyer withing thirty (;30) days after receipt of the Product delivered hereunder to give uouce that such product is not aG so warranted shall be an unqualified acceptance oI''such srwauver of all claims with respect thereto. In the event of an alleged breach hereof by the Seller, the aac namely available to the Buyer on account of any defect in the product shall he limited to file replace- ment of such defective prodcrct by the Seller. To the event the „mxdr provided herein shall be deemed to have fitiled its essential purpose, then the Buyer shall be untitled only to a refund of the amounts p;Jd to the Seller fo 'ugh defective Product 12. [AMIT.ATION OF Li:iI im"rv. T HL BL'YER SHALL. NOT BE ENTITLED TO RECOVER I ROM SELLER INCIDENTAL. OR C ONSEQUENTIAL DAMAGES OR EXPEN INCLEIDING, BUT NOT LIMITED TO, THOSE INCURRED ON ACCOUNT OF TIIE QUAL11 OR AMOUNT OF PRODUCT DELIVERED OR THE NON- DI-LEV ERY OF PRODUCT'. The Buyer assumes all risks and liability for any damage to persrnns or property rcsultim, from the use of lie product delivered hereunder in manufacturing processes\ of the Buyer or in combhration with other ,subst'iri or otherwise. 13. PATFNI 1'S. Tire Seller agrees to defend aril protect the Bever against loss or damage arising out of legal action for direct patent infringement in connection with the Seller's manuf.icture of Produce, provided the Seller is notified promptly of tiny such action with complete information and is given an opportunity to defend. 14. SECURITY INTEREST. The Buyer hereby graw to the Seller and the Seller hereby reruns a security interest in all Products furnished by the Seller and the proceeds thereof, until the purchase price therefore is filly paid. Buyer agrees to e 'ecute such finauciu�; statements and other documents ac Seller may detenminc to he necessary to peri'ect such security nitcrest. 15. GOVERNING LAW. ;Any agreement hosed oil the accepance of this offer shall be construed ill accordance with and govenred by the t aws of the State of Kansas provi(te(i ,ice delivery term, shall he govemcd by 1NC'OTERMS as published by the international Chamheh of Commerce. 16. ASSIGNABILITY. Any agreement based on the acceptance of this oft'er shall not be assignable h} the Buyer without the prior written consent of :he Se!:a <uld any purflorred as.,ignmeit without such consent shall be void. 17. FtiT IRE 1t.RSCE• :D1F.NT. if aea:pt:d, thus offer and ih, to rms on the Seller';: invoicing docunx nt constitute: the entire agreement of sale and purchase of the product nomad 1„ tau. No moditicau(,n :,1'this Agreement shAl he of any forer or effort unless in writing and signed by the parties sought to be hound thereby, and no moditicati :'n u11 be effected by file exknow•ledgment or acceptance of purchase order forms containing different terms or conditions. Prescribed by State Board of Accounts City Form No. 201 (Rev 1995) ACCOUNTS PAYABLE VOUCHER CITY OF CARMEL An invoice or bill to be properly itemized must show, kind of service, where performed, dates of service rendered, by whom, rates per day, number of units, price per unit, etc. Payee 4 358765 NORTH AMERICAN SALT Purchase Order No. PO BOX 277043 Terms ATLANTA, GA 30384 Due Date 3/25/2008 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 3/25/2008 70178332 $1,515.66 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 VQUCHER 081227 WARRANT ALLOWED 358765 IN SUM OF NORTH AMERICAN SALT PO BOX 277043 ATLANTA, GA 30384 ®,®�R�,�® Carmel Water Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO INV ACCT AMOUNT Audit Trail Code 70178332 01- 6180 -03 $1,515.66 7c�11�� "1�17,i'75 61�5���5 1551.73 '7(- bt.l�l�ob� (SZa ?C�1 b 1 .6 CI75174 al: I�i`1J h� i5l ik.tl \j Voucher Total Cost distribution ledger classification if claim paid under vehicle highway fund