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HomeMy WebLinkAbout155838 01/23/2008 CITY OF CARMEL, INDIANA VENDOR: 358765 Page 1 of 1 ONE CIVIC SQUARE NORTH AMERICAN SALT COMPANY CHECK AMOUNT: $8,810.74 CARMEL, INDIANA 46032 PO BOX 277043 ATLANTA GA 30384 CHECK NUMBER: 155838 CHECK DATE: 1/23/2008 DE PARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 6u1 R5023990 W0705 70119137 1,479.10 SALT l 601 R5023990 W0705 70122762 1,457.50 SALT G,01 R5023990 W0703 70123817 1,413.72 SALT j 601 R5023990 W0705 70123874 1,420.14 SALT 601 R5023990 W0705 70125651 1,579.8.6 SALT 601 R5023990 W0705 70125652 1,460.42 SALT ;JA North American Salt Company INVOICE Compass Minerals Company Page 1 of 1 PLEASERENTTO: PEDERALID6: j r N Ay MEMTERAS fi0 DAYS INfi7QIGaDATE IMOCENUMER AnAW, A ?GA 3wM 48- 1047632 E7 i /6 /2008 70125652 SOLD To: 462129/C54512 C54512 SHIP To: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. i 26TH STREET UNITED STATES OF AM ERICA UNITED tTATES OF AMERICA wo smun rnclm DATE99PPM c uslum n Pa MLLCr LAW4G armnt mime CMDERTMe 1o995 AUGUSTROBBENSSONS 81/03!48 -IAfAM5vr 148760 148760 SO CAIMB RAILITHUCKA EER8PM5ff TVPY P.DIB rrusGm TIMM T0,w,0 Y 7659 SHIPPING POINT DELIVERED TRUCK B22 I TAXSTATUS TAAIDO Immsee 4ALG 1@P EXEN[P'T 0431201554 B22 I?RODUCT DEBOWUN TAX cm mm UON UMT PME ErrMjD SCE 7517 BULK COARSE LA SALT Y 25.0200 TH 58.37 1,40D.42 SUMMARY: PRODUCT 1,460.42 FREIGHT 8r FUEL SUBTOTAL 1,460.42 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT.. 50,040.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-80&-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1 WE APPRECIATE YOUR BUSINESS IN US DOLLARS a,)s sm of Oooda ksubpwtb Itie TammandG r%fft m of Ss1e on gee m ama ddm at thk mote CREDIT NOTE r�-Mt eza��mA+�.r�scom�. IN US DOLLARS US i rj F Th RMS AND CONDITIONS OP SAL13 1. OFFER. No terms suited by Buyer in its bid_, Purchase Order, acknowledgment, or other form shall he binding upon the Seller except as exprssly agreed-in writing by the Seller. Buyer is hereby notified of the Seller's objection to and rgjection of any-,additiprial or different terms in Buyers, hid. Purchase 'Order, acknowledgment, or other forms. '1'ITE S1.l.,LER'S PROPOSAL IS EXP1ZfSSLY'1..IMITED TO ACCEPTANCE UPON THE TERMS AND CONDITIONS CONTAINED HEREIN. 2. PAYMENT. Buyer agrees to nlakc_paymeiit.at Seller's location and at the tune specified on the Seller's invoicing document in lawful money of the LLS. The Seller may, in its sole judgment, require,such:olhcr payrnwit terms as.it deems appropriate. including full or partial payment in advance of shipment or by letter of credit, a 3. PAST DUE ACCOUNTS. A Finance chaige o1• the lesser of 1.5% per rnonth (18% -APR) or the highest rate permitted by law will be assessed on all past due accounts. interest charged on a past due invoice, will be assessed fronn the date of the invoice. J. PRICES. EXCEPT AS OTHERWISE. SPECIFIED IN Tills OFFER: PRICES ARE SUBJECT TO CHANGE WITHOUT NU'1'1C :1;, ORDERS WILL BE INVOICED, UNLESS OTHERWISE SPECIFIED IN -THIS OFFER„ XFTIIE SELL rR'S PRICE IN EFFECT ON I HF; SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts and promotional allowances. Any questions by the buyer, about the basis tin accuracy of this pricing nisi be submitted to the seller in writing within 60 days of the date of the invoice. 5. CANCE LATION AND•MODIFICATION.Orders- may canceled by-Buyer only upgn_(I) written or oral notice to the Seller subsequently accepted in writing by the Seller and (2) payment to the Seller of reasonable'caucellalioo chtirges to be solely determine by the Seller. 6. CREDIT. Credit payment teens must have the prior approval of file Seller's Credit Department and must be specified in writing on the Seller's invoicing document, If at any time. buyer's financial responsibility becomes impaired or unsatisfactory to the Seller, Seller reserves the tight to stop shipment- on notification to Buyer and to demand payment advance or al the time of delivery for future deliveries or to require other security sarisfactory the Seller, and in the absence Itieteo)f, to cancel. without liability, the unfilled portion o(tbiS contract. 7. TAXES. Any tax or other govemnental charge now or hereafter levied upon production. severance, manufucture, delivery. storage, consumption, sale., use or shipment of Products ordered or sold will be charged to and paid by the Buyer. Such taxes are not covered in the Seller's price. 8. DELAYS. All orders are accepted subject to the Seller's ability to make delivery tit the tine and in the quantities specified, and the Seller shall not be liable for damages for failure to nialle partial or complete shipment or fur 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 Seiler, delays resulting from order changes by the Buyer, or delay in unloading shipments tit delivery point that the 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, fires, storms, or other acts of God, by war or ncl of public enemy (or civil disturbance), strikes, lock -outs, shortages of labor or raw materials and supplies (including furl) 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 othe specified on the Seller's invoicing document, all transportation charges. including. but not limited to, cagier',, charges for notification prior to deliver, demurrage caused by Buyer, delay in unloading, diversion. or reconsignment will be- paid by the Buyer. 10. 'TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products transtens to file; Buyer upon delivery at the RO.E, point identified on the Seller's invoicing document. On receipt of title. the Buyer is then responsible for proper protection of Products and compliancee with all regul and ordinances and will indemnity the Seller against all claims for personal injuries or property damage arising from the storage, use of handling of such Products. Claims for damage of shortage in transit must be made by the Buyer against the Carrier, The Buyer has the responsibility to inspect shipments before or during unloading to identify any such d or shortage and see that appropriate notuion is made on the delivery tickets or an inspection report furnished by the local agent of the Carrier in order to support a claim. 11. WARRANTY. The Seller warrrlLs only that it will convey gored tide t) the product and that, at die little of shipment, the product will conform to the published specifications of' the Seller. Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, IS MADE BY SELLER, INCLUDING ANY IMPLIED WARRANTIES OF. MERCHANTABILITY OR FITNESS FOR A PARTICU- LAR.PURPOSE. Failure of the Buyer Withing thirty (30)-days after receipt of the Product delivered hereunder to give notice that such product is not as so warranted shall be an unqualified acceptance of such pioduc•t and a waiver of all claims with respect thereto. In the event of an alleged breach hereof by the Seller, the sole rernedy available to the Buyer on account of any defect in the product shall he limited to the replace- meat ut'such defective product by the-Seller. In (lie event the remedy provided herein-shall be deemed to have failed its essential purpose, then Buyer shall he `entitled only to a refund of'the auuounts paid to file Seller for such defective Product. -12. LIMITA'T'ION OF LIABILITY. SHALL NOT BE ENiITLED TO RECOVER FROM SELLER iNCIDENTAL OR CONSEQUENTIAL. DAMAGL3S OR EXPENSES; INCLUDING. ILIJI' NOT LIMITE D TO, THOSE INCURRED ON ACCOUNT OI''l'HE QUALITY OR AMOUNT OF PRODUCT DELIVERED OR THfa NON- DELIVERY OF PRODUCT. The Buyer assumes all risks and liability for tiny damage to persons or property resulting front the uce of the product delivered heieunder in manufacturing processes of the Buyer of in combination with other substances or otherwise. 13. ,PVI'ENTS. The Seller agrees to defend and protect the -Buyer against loss or danuage.arising out of legal action for direct patent infringement in connection with the Seller's manufacture of Product, provided f Seller is notified promptly of any such action with compete information and is given an opportunity to defend. 14. SECURITY iNTP•,REST The Bayer hereby grants to the Seller and the Seller hereby retains a security interest in all Products furnished by the Seller and the proceeds thereof, until the purchase price therefore is fully paid. Huyer agrees to execute such financing statements and other documents its Seller may determine to be necessary to perfect such security interest, 15. GOVERNING LAW. Any agreement based on the acceptance of this offer shall be construed in accordance with and governed by the Laws of the State of Kansas provided that delivery ternis shall be governed by INCOTERMS as published by the I Chamber of Commerce. 16. ASSIGNABILITY. Any agreement based on the acceptance of this offer shall not be uesiguable_by the Buyer without the prior written consent of the Seller and any purported assignment without such consent shall be void. 17. ENTIRE AGREEhTENT. 11' accePEed, °this offer and the terrri, on -the Seller's invoicing document constitute the entire agrectnent of sale and purchase of the product named herein. Ndi modification of this Agreement shall he of any force or effort unless in writing and signed, by the. parties sought.to be bound thereby, and no modification shall be effected by the acknowledgment onacceptance of purchase order forms containing different terms or conditions. I ACCOUNTS PAYABLE VOUCHER F f, CITY OF CARMEL An invoice or bill to be properly itemized must show, kind of service, where performed, dates of service rendered, by whom, rates per day, number of units, price per unit, etc. Payee 358765 NORTH AMERICAN SALT Purchase Order No. PO BOX 277043 Terms ATLANTA, GA 30384 Due Date 1/14/2008 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 1/14/2008 70125652 $1,460.42 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 c Date Officer V v v V I 11 I% 7T V I TV U J V V l %1 %r 1 1 4 1 1T /11L L V V V L V 358765 IN SUM OF NORTH AMERICAN SALT PO BOX 277043 ATLANTA, GA 30384 5 �R�►'� Carmel !Water Utility ON ACCOUNT OF APPROPRIATION FOR a Board members PO INV ACCT AMOUNT Audit Trail Code 70125652 01- 6180 -03 $1,460.42 ti x Voucher Total $1,460.42 Cost distribution ledger classification if claim paid under vehicle highway fund A/ North American Salt Company INVOICE A Compass Minerals Company Pie tofl FLEASE REN9TT0: FWMAL 04: FAYM Tf TERMS INYCM-E DATE IIYYOIGE NU;MER A n A�A ?G 1 -7o43 4 6- 104 7632 NET 60 DAYS 121 3112007 70123 3 SOLD TO: 4621 29 1 C54512 SHIP TO: 505508 I CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST STREET 5484 E. 126TH STREET UNITED STATES OF AMERICA UN tTATE 0 AMERICA PR�d DATEMDPPED CUSTCMRFD DELLcrLA oKDr:aMRAIM" CFlDEIRTYPE loss AUGUSTROMWTS`ONS. 12128107 W0703W 144415 144415 SO CAJUMn MLfTIIUCKV IWPNIPMWPaZ F.QK PREMMMMS TOUSTONY 7659 SHIPPING POINT DELIVERED TRUCK B22 TAX-STATUS TAXID0 I;EI.rA°., 0 3ALE#HEP EXEMPT 0031201550 B22 i I PwDDUCT DERCRIPUM TAX QUAMM UOM Ut& PFICE EXTENDED PROE 7517 BULK COARSE LA SALT Y 24.2200 TN 58.37 1,413.72 SUBMARY: PRODUCT IA13.72 FREIGHT FUEL SUBTOTAL 1, 413.72 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 49,440.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 114ANK YOU FOR YOUR ORDER PLEASE PAY t4r US 1,413.72 WE APPRECIATE YOUR BUSINESS IN EIS DOLLARS Thh StladQoo�hnuhlnclb 9w Taeenasnd CnedRbrm of Ssh on B'e rage yen ai a!&�h imota CREDIT NOTE (rggrMxId rmor7=w� 7 X). IN US DOLLARS US TERMS A \D CONDITIONS OF SALL t. OFFER. No tei ins stated by Buy'ei in its bids. Puichase Order. ,wknowledgulOnt, (,r oilier form shall )c hinding upon the Seller except a expressly agaeea in Wliting by the Seller. Buyer is hereby notilled of the Seller's objection to and re,jcetion of any aclditinnal or different terns, in 13uycr•s bid, Purchase Older. acknowledgment. or other forms. T] IF. SELLER'S PROPOSAL iS LXPRF,SSLY i IN11 TED TO ACCEPTANCE UPON THE TERMS AND CONDITIONS CO \1AINED HL-REIN 2. PAYMENT. Buyei agrees to make paNllwni at Seller's loea!iois and at the time pccilicd on the Seller'% invoicing document, in lawful none; of the C.S. file Seller may, in its sole judf ;ment, require such :ofticr payment vertu: xs it deems appuopriatc, including, full (u pauttaf payment in ad:-an:ce of ahipmert or by €ette credit. 3. PAST DUE AC COI MTS. A finance charge of the Icser of 1. per ;nonth f:8':i, APR) or the highest raa pernmted b} tail will be as,cs,ed on :ill past (;ii; accounts. huerest charged on a past dne invowc will he asses,cd fii>m ?he titrt, of the inv „ice d. PRICES. EXCEPT AS OTHER%6'ISF SPECIHED IN T111S OF E'R. PRit.`ES r:Rl. SUBJECT TO CHANGE ti'ri i-loUr NOTICE. ORDERS WILL gels. IN `tJl{'F,D. UtiLE4SS'01'1 EEHtVISG Sph('wmr) I V'IH1S UI'17SR, A'E' "il lii SGI_LI :R'ti F'RICEi 1\ E;F} to i f' C) "HF, SC :11EE11`1.E.1,} \I't_ OF SFIIF' ^.tE'. E'r;ces on the invoicing document are net of all applicable dtscouuts gild promotional aflouauccs. Any gacau.ms by the buyer, "hoot tlto basis in acrut.ic, of ii:i, pricm, be Subrn4led to rlie seller ill wiitin); within 60 dayrof the date of the invoice. S. (.ANCELLA'rI0N AND MODIFICATION. Orders may h; c :ntcelcd by Buyer only upon (1) w,itte'i ,n oriel notice to ih: Seller ,uhsequer)(h ac• e icd a: lvritirg by the Seller and (2) payment to the Seller of retisonable caucellauon charges to Esc• solely determined h? tilt; Seller. 6. CREDIT. Credit paynten€ terms mint bate the prior approval of the Seller's Crcdit Department anti n,um he .peclfleo in „f,orlg on tire Svilcl', mcoicigr document, [f at any tinge Huyer's financial responsibility becomes iureaired or unsatisfaotnn to the Seller, Seticr rrseive, the rich: lit crop hipmcnt. on aoohcatioo irl Buycr and to demand payment in advance or lit rite time of delivery for future deiiveiie or rci require other w,:mity caiii tor) to the Seller. and in the ubsente thereof, to cancel, wirhmil liability, the unfilled portion of thi.e.aoniract. 7. TAXES. Any tax or othri wvaernmental cluir c now or 1?areadt r levied upon production. sereraicti. miwu fact tire. delvieiy. fora „c., consumption. side, use or shipment of Produ is ordered of Sold will tic charged to and paid by the Btiycr. Such taxes, are not covered in slid Seller's prk:e iI. DELAYS. All orders art. accepted subject to the Seller's ability; to muke dichyciy at the tine, and in th, quantiti” specified, and the .Seller,hall not be fiablc ter damages for failure to make partial or complete shipment or for the May in making, shipmcru- The Buyer hall b=: liable for am added expense: incurred by the Seller because of Buyer's delay in fumishinh requested information to the Seller, delays resuiune from order c)anee by the Buy: i, or delay it) unloading shipinerus at delo.ery point that are the fault of Buyer, Thc, Seller shall not br liable for delays or do. taolis in dclnur% cai :sed by forces hest oud its control includinc but tin, Inbred to flood,. fires, :,turm.s, of other acts ol't:;od, by war or act of public metny tot civil disunhanee), ,Wkcs. lock -ours. ,hojuges of laim or raw material, ,trdl uhhlies (including 2iu;1) ar production fariliues, transp,iitation srtlice or equipment .anaira es or failures, .,ekioit of env ,�oveninicnial authority or other condition: beyond the Seller', reaisonahle control, 9. S tip MENT COS' IS. I ;if less othenvi,e pocif ice nit the ScHer's invoicing d ctor.iit, all tr chate>. including but not hunted to, carrier's ciIa! Z for notification prior to deliver, demtnTM caused by Birvei, dch:v in unloading, diverSiow ,U ,ICC`UnSf ,ltn Ctil :it ill Iti, TRANSPORT RISKS AND CLAIMS. Risk Of IU.eS and tide it) Products transfers to the Buyer upon delivtxy at the ii.()M. point identified ou the Seller invoicin; document. C1n receief of title, the: Haver is then responsible lox proper protection of Products and compbanc:e with 2111 regula;ibriK a d.' _uiiivaniae aiid will in,lemnify the Seller again,t all claims for personal injuries or prgx:tvy drini age arisilig from the stoi:age. uSC of hand[im of such products. (:(airs tot damage of ,iiortage in transit nuM be made by [tic Bliyer against the Crashes. The Buyer has the resp on to in,pc,.t shipments ht-foie or during uafo:,dmg to idertit} any such damn or sbolia e and see that appropriate notation is mac!.; on the delivery rickets or an inspet :flan ieporf fuminbed by the local aecnl of the carrier in order to support a claim. 11. WARRANTY. The Seller :,varranrs only rh: t it wii[ convey good title to the product and that_ at the time of shipment, th; product will eaniofni to i1„ published specilicaiiotls cif the Scller. Seller's spe „ifications are subject w change at any tittle without notice to Buye_ NO OTIIE,R WARRANTY OF ANY KIND, EXPRESSED OR iMP €.IED, IS 6'IADE E3Y SLLL R, INCLUDING ANY IMPLIED WARRANTIES Ol= 4' LRC :I (ANTABILY Y OR FITNESS FOR A PAR110I IAi, PURPOSE, Failury if the Buyer within” ?hirry (30)- day, -afer receipt of the Prodtt ;Cdelivered hereunder w e,t-e notice that so,:h product is not %o wary lot d rebel's lie an unqualified .ice: ptance of such pr,Kttwi and a l im cr ,,f all ctainx, wit) resp ?eci thereto. In the event of an alletac,6 bleach hereof by th-• Seiler the sole remedy available to the Rug on account of tu?y tie'fect in the pio,3uci .Audi be limited to the ieplace- nment of stash defective product by the Seller, ht the event tlic remedy provided herein .sheelf be de'e'med m hen:: lanes ils es .ntia; pu pose, then the Bayer tihadi Ile eulided only to a refund «f the amounts pails to the Seler for such def'ecove Product. 12. JAMIT:AT'ION OF LIABILITY. 'I HE 11UYFR SHALL NOT BE ENTITLED TO Ri:C'OVER FROM Sl'LLER (`kr(.'Il)I.XTAL OR CO \SLQUI ::1'f[il. DAMAGES OR EYPF',SP;, IWI.UDIN i, BUT NO'I LIMI TI:1) T 'THOSE INCURRED ON ACCOt N F OF THE QU.A €.'i Y OR .1'v (A ENT 01: PRODUCT DF,LIb'ERED OR THE-'NON DE1,IVERY OF PRODUCT -'The Hu; er assumes all risks and liahihty t;or ariy c',:aivar,c to imrsons or 1-torero, l"tilung born ti ;e 3�.; lit thi• t ,iodoct delivered hctcundei in manufacttlriits eioeesSeS of the Buyer or in c inlpnaui+.n with dither substances or otherwise. 13. IIAT ENTS.'rhe Se1i, al rces to defend and protect lbc-Buy, against lo,s or daniagte arising: out of le fuel aefimi For direct ratc)Ia Inbtneem.nt En ;onlllac;wn glut; the S( tier's manufacture of Product, plo+idcd dw Seller is notified 1; =omedy of any such ac tiro with ::omelet: infoEnation and giten an opportunity to defend. 14. St:CUttITY INTEREST. The Buyer heichy grants to the Sclicl and the Seller hereby retains a security intcre in all Product, tiimi,hed by the Seller suits the pnoccuds thoreoL until the pulchasc price themiute is fully paid. Buyer agrees to execute such financiott Statement, and otfict tko.omd :iits as Seiler may ticlolmill to he n ;c:cssaiy to perfect t ui h ccuiity intorest. V 13. GO` E'RNI :NG LA%Ii. AnY agreement h.,vA nit the acceptance of ibas offer shall be construed in acconiat,ce with and cicrndd b_v the Law s of' the Str:e of K,1t%:,a, provided that deb tennis shall he L( by 1\COI I,WNIS as published by the International Chamher of C'ommercc. 16. ASSIGNABILITY. Ariv agreement based the ac•„epramce of [hr, offer Shall not, be assignable by the Bti ect without the et for :trim n con,crit of the Seller.:ud .rosy l�Wpoited as,ignntent without such eoii shall be void. 1 ENTIRE AGREEMENT. If accepted. tht, offer and the term, d the Seller'., tnvd ;ing document can -limle the entire a. rcetnent of .sale and purchase of the pnxlcict named herein No modification of this Ag;iccruent .shall tie of any force or effort unless in writing and coned by the; parties B ought to be bound therelm and no r ;i shah be e ffected by the aclowl` :ltdgritent or aeeepialice of purchase cirdei form, containin diflu'ent term or conditions. I North American Salt Company A Compass Minerals Company INVOICE Panc I of I PLE SE REMI TO: FENRAL ID3 FN�7w1:NT TERW IMAME DNTE NVC40E 14UWER P.O. 2 CA W381 -7043 48- 1047632 NET 60 DAYS 12P26 2007 711119137 SOLD To; 462129 C54512 SHIP TO; 5 0 5608 to 654514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST STREET 54134 E. 12ITF! I STREET UNITED STATES OF AMERICA UNITED STATES OF AMERICA S►PPFn RKJM RATF S4 p"n tAXTOKWR PO RR I OF I AW& CONWR MWRFR wro raw- 1099b- AUf- US I R0KRFN55CXN5 I N I SM7 M", OSw 1 143707 SO yARRMR BAR ITRUI;1[g FuU1PuRjr YPF FOR Pw*"TTRMfi TFRRITOgv $1 IIPPINO POINT nn IVf Rm TRUCV. R ?:o TAY STATUS TAYIntP RFIFASFg SAIFSRFP J XI 0031201 50 PRODUCT DESMPTION TAX a4uANfl7Y uum I UWT PRWE I EXT'ENOM PRICE 7517 131-ILKCDARSL LA SALI Y 25.3400 I N 58.37 1,479.10 I $UIIt MARY- PRODUM 1,479.10 F12tIGH I F. F ILL StJBis)IAL 1,479.10 SIAILIXX r.i)UN IY I AX CI IY 1 AX MESSAGES! 3 TOTAL WEIGHT. So,68a.moo Grass Pounds FOR BILLING INQUIRIES GALL 14110 743 -7258 -THANK YOU FOR YOUR ORDER PLEASE PAY i– XAATE YU�B UgINESS IN US DOLLARS Us 1,479.10 _C REDIT NOTE US g i T[3RNIS AND CONDITIONS OF SAL,1. 1. OFFER. No terms slated by Buyer in its hid, Purchase Order, acknowledgment, or other form shall be binding upon the Seller except as expressly agreed in writing by the Seller. Buyer is hereby notified n)- Ihc.Seller's objection to ,and rejection of any, additional or different terms in Buyers bid.- Purcbase.Or der. acknowlcdgmerit, or other forms. TiIE SELL'ER'S PROPOSAL IS EXPRESSLY LIMITED TO ACCEPTANCE UPON THE TERMS AND CONDITIONS CONTAINED HEREIN. 2. PAVME,NT. Buyer ingress to make F)5ynwilt' t Sellcr''s location and it the tithe spe66fied on lhe'Seller's`ihvoic5ij diienfuent in lawful monw of the U.S. The SOW in its sole judgment, require such.other.paymeul terms. as it decnns appropriate, including full or partial paymenl.in advance of shipment or by letter of credit. "r 3. PAST DUE ACCOUNTS. A finance ;rh urge o1' the lesser iif 1 -.5! per ruonth (18 APR) or the highest rate permitted by law will be assessed tm 511 past duc- accounls, In(clest charged On a past due iirvuice, will lie ai sessc}Lfrurn fhc date of the invoice. 4. PRICES. EXC13PTAS O'T'HERWISE SPECIFIED IN'fill$ OFFER. PRICES ARE S`UBJEC r TO CHANGE Winio 1T NOT'IC'E. ORDERS WILL BF.: 1NVOICI.1), UNLESS OTHERWISE SPI CiFIED IN THIS OFFER, xrriiE Si3L.L13R'S PRICE IN EFFECT• ON TT-IE SCHJ.`J)ULFD DATE OF Si- IfPMEN'1'. Prices on the. invoicing document are oct.nl' all applicable discounts and' prumotionrd allowances. Any questions by the buyer, about the basis or accunlcy of this. pricing must be �ubrnittcd to the seller in writing w A0 do s,of the tit' the invoice ^r Y 5.. CA :A'1'fON AND,ATQDJ[ ;AT[ON. Orden in y Ire canceled 1)y_Puycr [duly upumfl) wnittcfi qr j>ral qPtice [u' Um Seller suhsuluently accepted in. wimnhi g by the Seller•aricd t2) Payment to the Seller of reasonable cancellaliou charges to be solely deternined by the Seller. 6. CREMIT: Credit payment terms must hav'e'the rpprortl of rite Seller's C.'redit he specified writing on.the Seller's invoicing clocunett, If at any time Buyer's finapcial responsibility becomes impaired or unsatisfactory tit the Sclltr, Seller reserves theright. lit stop shipment. on notilication 10 Buyer and to demand payment in advance Dr aLthe time of delivery for future delivcrics.or.lo 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 govemnental charge—now—or hereafter'levied• upon produclionrteverance, manufacture, delivery. storage, consumption, sale., use or shipineni't)f Qducts ordered'or sold wIll c. "ch,4ged tdand pailLby. the Bu}•er. Such taxes are notcovered in the Selfu `s price..._ 8.'DELAYS. All orders'ai'e'accepted subject to the S'eVi Vability to make delivery ti( the time and in the quantities specified, arkf"the Seller shall'not be liable for damages for failure to make partial Or complete shipment or for the delay in Hooking shipments. The Buyer shall be liable for any added expenses incurred by. the Seller because of Buyer`s delay in furnishing reques(ed information to the Scllcr, delays resulting from order changes by the Buyer, or delay in unloading; shipments at delivery point that are the fault of Buyer. The Seller shall not be liable for delays or defaults in delivery caused by forces beyond its control including but not limited to floods, fires, storms, or other acts of God, by war or act of public enemy (or civil disturbance), strikes, lock -outs, shortages of labor or raw materials and supplies (including fuel) or production facilities, transportation service or equipment shortages or failures, action of any govenunentat authority or other conciitions beyond the Seller's reasonable control. 4. SHIPMENT COSTS. Unless otherwise specified on the Seller's invoicing document, all Iran ;portaaion charges. including. but not limited to, carrier's charges for notification prior to deliver, demurrage caused by Buyer, delay ht unloading, diversion, or reconsignmeut will he paid by the Buyer. i ill. TRANSPORT RISKS AND C'LAiMS. Risk of loss and title to Products transfers to the Buyer upon delivery art the F.0.13. point identified on the Seller's invoicing document. On receipt of title, the Buyer is then responsible f'or proper protection of Produces and compliance with all regulations and ordinances and will incdenmify the Seller against all claims for personal injuries or property damage arising from the storage• use of handling oi'such Products. Claims for damage or shortage in transit must be made by the Buyer against the Cartier. T'he Buyer hits the responsibility to inspect shipments before or during unloading to identify tiny such dannage or shortage and see that appropriate notation is made on the delivery tickers or an inspection report furnished by the local agent of the carrier in order to support a claim. 11. WARRANTi'. The. Seller warn ms only that it will convey good title to (lie prraluc•t and that, n( (tic (into. of shipment• the product will conform to the published specifications Of' the Seller. Seller's specifications are subject to change at any (fine without notice to Buyer. NO OTHER WARRANTY 01" ANY KIND, EXPRESSED OR IMPLIED, IS MADE' BY SELLER. INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICU- LAR PURPOSE. Failure o1• the Buyer withing thirty (30) days after receipt of the Product delivered hereunder to give; notice that such product is not as .so warranted shall be at unqualified acceptancc of such product and a waiver of all claims with respect thereto. In the event of an alleged breach hereol' by the Seller, the sole rernedy available to the Buyer on account of any defeer in the product Shull be limited to the replace ment of such defective product by the Seller. In lite even the renedy provided herein shall be deemed to have failed its essential purpose, then the Buyer shall be ..entitled only -to a refund of the amounts paid to.the Seller for such defective.Product. 12. I ;iMIT2MON OF LABILITY; THE BUYf:R SHALL NOT BE'EN'fITLFIS TC) RFCOVER F-90M SELLER INC1DLNTAi. OR CONSEQUENTiAL r DAMAGES OR EXPENSES, INCLUDING. i3UT NOT LIMITED TO, THOSE INCURRED ON ACCOUNT OF THE QUALITY OR AMOUNT OF PRODUCT DELIVERED OR THE NON- DELIVERY OF PRODUCT. The Buyer assumes all risks and liability for tiny damage to persons or property resulting from (he use of '`Ito. product'cdelivered I _I in dry in manufacturnit. pr(5&% of the Buyer or in combination with other substances or otherwise. 13. PATIENTS. The Seller. :agrees to defend and protect the Buyer against loss or damage arising out o1• 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. Id. SECURITY Wit Rl..S'I'a The Buyer hcrehy-grantn to-Ihe. 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 pvd. Buyer agrees to execute such financing slatements and other documents is Seller may dcu>rmin©to- be necessary to perfect such security interest. 15. GOVERNING LAW. Ally agreement based on the acceptance of this offer shall be construed in accordance with and governed by the Laws of the State of Kansas provided that delivery terms shall he governed by INC'OTERMS as published by the international Chamber of Commerce. 16. ASSIGNABiLiT'Y. Any agreement based tin the acceptance of this offer shall not be assignable by the Buyer without the prior written consent of the Seller and any purported assignment without. such consent be void. r; 17. ENTIRE AGREEMENT. If accepted, this offer an¢ the. term; on the Seller's invoicing document constitute the entire agriernent of sale and purchase of the product named herein. N. modification of ibis �greenleq shall he of any force or effort unless in writing and signet by the parties sought to he bound thereh}, and no mtdil ication shall be effected by the au knowledgnrcn( or acceptance of purchase order forms containing different terms or conchnous. t !t- i AY/ North American Salt Company INVOICE A Compass Minerals Company Page 1 of 1 PLEASE RENT TO: FMEHAL M 6: PAYA+�M Te"ms IN4'OIGE DATE wore Nu m"" Rn40A. GA -7043 48- 1047632 nRET 60 DAYS 12!31!2007 70123874 SOLD TO: 462129 1 C54512 SHIP TO: 5058081 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET UNITED MMES OF AMERICA UNITED STATES OF AMERICA �iIFREDPF{fla9 DA MWFPED CIPSTMEWFO ®LL{FLADR= 02MRN ISM OADe"TYRE lom5 ALIGUSTROBBENSSONS 12/2at07 W0705W 14875a 148758 SO CARRIER RAILfTRUCh$ EMEOPBJTTYPY P.QB FfUSG MTZIM TEHfil709i1/ 76599 SHIPPING POINT DELIVERED TRUCK B22 TAXWATUS TAXID6 RELEASE r6 3lLL--REP EXEVAPT I 0031201550 B22 PRMUCT DE8CR9'rM TAX CWAMM UOM UMT PRWE EXTENDED PRCE 7517 BULK COARSE LA SALT Y 24.3300 TN 58.37 1,420.14 SUMMARY: PRODUCT 1,420.14 FREIGHT FUEL SUBTOTAL 1,420.14 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT.. 48,680.0000 Bross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 i THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,420.14 1h Sib of Ocoft h %utgaet b iho Tan= we d Cnrditm of Sxfo on @w rew..kb of 8rld I.ko CREDIT NOTE !P, (Tormm'°c°"dWbrmot b zmze° =vzfttft zkww .nmaLco" IN US DOLLARS US I TERMS AND CONDITIONS OF SALE 1. OFFER. No tens Mated by Buyer in its bid. Purchase Order, acknowledgment, or other firm shall be binding upon the Seller weep[ as expressly agreed in writing by the Seller. Buyer is heieby notified kit' the Seller's objection to and releclion of any additional or different terns, in Buyer's bid. Purchase Order. acknowledgmenl. or other forms. TILE SEi.LER'S PROPOSAL iS EXPRESSLY L.iR•11'rE.D TO ACCEPTANCE UPON THL TER *,lS AND CONDITIONS CONTAINED HEREIN. 2. PAYMENT. Buyer agrees to make payment at Seller's location and at the unto specified on the Seller's invoicing document in lawful money of the U.S. Th: Seller may, in its sole jmdgntent, require such other payment terms as it deems appurpriare. including full or partial payment in advance of shipment or by kgte of crech t. 3. PAST DUE ACCOUNTS. A finance charge of the lesser of 1.5 per month (,lb ti- APR) or the highest rato permitted by fan will he as.,essed on all pat chi- accounts. Interest charged on a past due invoice will he nases,cxl float the date of the invoice. 4. PRICES. EXCEPT AS OTHERWISE SPECIFIED IN THIS OFFER, PRICES ARE SUBJECT TO CHANGE WiTHOUT NOTICE. ORDERS WILL 131 INVOICED, UNLESS OTHERWISE SPr..`,CIIJED iN THIS OFFLiR, A'1' THE SELLER'S PRICE LN F:FFF,CT ON THE SCHEDULED D./%('E OF SH1PMEN'P. Prices on the invoicing document are net of all applicable discounts and promotional allowances. Any questions by the buyer, .,bout the basis or accuacy of thi, pricing must be submitted to the seller in writing within 60 days of the date of the invoice. 5. CANCELLATION AND MODIFICATION. Orders tnay be. canceled by Buyer only up(nt 11) w'ritte'n rlt oral notice u. utc Seller sthscyuendy accepted I writing by the Seller and (2) payment to the Seller of reasonable cancellation charges to he solely detenumcil by the Seller. b. CREDIT. Credit payment tenns must have the prior approval of the Seller's Credit Department and must he specifieo in writing on the Selic. nnuicing doclrnleni, H at ally mile Buyer's financial responslhi lit y becomes impaired or un,atisfaotcry to the Seller, Seller reserves the right to stop shipment, on norficuiou Buyer and to demand payment in advance or at the lime of delivery for future deliveries or to require other secu satisfactory to the Seller, and in the ahserec thereof, to cauccl, without liability, the unfilled portion of this contract. 7. TAXES. Any tax or flitter governmental charge now or hereafter levied upon product ion Sevara-mes, nruufacture, deliver). ioragc. consumption, ;Jc, use or shipment of I'roduels ordered or sold will he charged to and paid by the Buyer. Such tuxes are not covered in the Seller', price. S. DELAYS. All orders am accepted subject to the Seller's ability to make delivery at kite time and in the quantities specified, a:nd rile Seller shall art be liable for damages for failure, to make partial or complete shipment or for the delay in making shiptucros. Tile Buyer shall K-: liable for arty added expense, insured by the Seiler because of Buyer's (]clay it) famishing requested information to the Seller, delays rctiuiune from order changes fly the F3uyrr. or delay in unloading, shipment: at delivery point that arc the fault of Buyer. The Seller shall not be liable for delays or defaults in ctchcery caused by forces beyond its controf including but nor limited to floods, tires, sterols, or other acts of God, by war or act of public enemy for civil disturbance), strikes, lock outs, shorttiges of labor or raw maferiais miu supplies (including foel) of production facilities• transportation service or equipment sholntges or failures action of any governmental authority or other conditions beyond the Seller's le.tsonahlc control. 9. SHIPMENT COS'T'S. Unless oihenvise specified on the Seller's invoicing document, all transportation charge:. including, hilt not limited to, carriei's char, es 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 Produces trallsfvrs: t the Buyer upon.,deliver) .i[ the l t) 13'g pitint`<ltiniefiiil ;tlic Seller`s invoicing document. On receipt of title, the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinanctr will indermlify the Seller against alf claims for penonul injuries or property danlage arising from the storage. use of handling rep such Prsulilcts:. Claims for damage of shortage in rransit musl be. made by the Buyer against the Carrier• The Buyer has`thc iesporisi 1iliry'to inspect sllipmeilts hrfole'ur during unloading to identify any such damage or shortage and see that appropriate notation is made on tike delivery tickets or an inspection report furnished by tike local agent of the carrier in order to support a claim. V 11. WARRANTY. The Seller warrants only that it will convey good title to the product and that, at tine time• of'shlpntent. the product will coutinrn to the publishes) specifications of the Seller. Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND, FXPRESSED OR IMPLIED. 1S MADE BY SELLER, INCLLIDiNCi ANY IMPLIED WARRANTIES OF N'IFRCHANTABILITY OR FITNT-SS FOR N P- AKI 103- LAR PURPOSE. Failure of the Buyer wishing thirty (311 days after receipt of the Product delivered hcretitafer to give notice that Stroh product i, not a0 w arrautrJ shall he an unqualified acceptance of'such product and a waiver of ail claims with respect thereto. In the event of an alleged breach hereof by the Seller, the sole remedy evailab]e to the Buyer on account of any defect in the product ;hall be limi±ud Lo the replacc- ment of such defective product by the Seller. In the event rile remedy provided heron .shall be decrodxi to have failed its cssei t:al propose, then tike Baver shall roe entitled only to a refund of the amounts paid to the Seller for such defective Product. 12. LiMITATION OF LIABILITY. THE BUYER SHALT. NOT BE ENTiTE,ED TO RECOVER FROM SELLER INC..IDENT.1L OR C'ONSEQUI -NTI Al DAMAGES OR EXPENSES, INCLUDING, 13UT NO'I LIMITED 170, THOSE JNCEIRRED ON AC:COI'N7' OF THE. QUALYI Y OR AMOUNT (')E 1'RODUC.'f DELIVERED OR THE NON -DELIVERY OF PRODUC 1. 'Phe Buyer assumes all risks and liability for any darnage to persons or property iesufting firm the use n: the product delivered hereunder in manufacturing processes of the Buyer or in combination with other,uhslances ill otherwise. 13. P,ATENTS.1 he. Seller agrees to defend and protect the Buyer against loss or damage arising out of legal action for direct patent inliingernent in oru /ration with: the Seller manufacture of Product, provided the Seller is notified promptly of any such action with eompleto information and i, given an opportunity to defend. 14. SECURITY INTEREST. The Buyer hereby grants to the Seller and the Seller ho -rehy retains a security interest in all Prodirets furnished by the Seller and tic proceeds thereof: until cite purchase price therefore is fully paid. Buyer agn>cs it execute such financing slatcmc nt, and othei document, as Seller now cieterntiiie Ln be necessary to perfect such security interest. 15. GOVERNTNG Last Any agreemum based on the acceptance of this offer shall he construed in accordance with and geserned by the laws of the State Of Kaasa, provided that dAivery terms shall he ;nvcmcd by INCOTER >1S as published by the International Chamber of Conm erce. 16. ASSEGNABIIA T'Y. Any agreement based oil the acceptance of this offer shall riot be assignable by the Buyer without the prior written consent of the Seller cud any puponed assignment without such consent shall be void. 17. ENTIRE AGREENIENT. If accepted. this offer and the tans on the Seller's invoicing document constitute the entire agreement of sale and purchase of lire product manned 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. ant! no modification shall be effected by the acknowledgement or acceptance of purchase order forms containiu, different terms or conditions. tj North American Salt INVOICE Company A Compass Minerals Company paw i of 1 PLEASE FIEMn TO: PEDEf4ALOf: PAYWIEMTTEFlM3 INVOiGEOATE INVO"NUIMEW nar� GA� oasa- 48- 1047632 NET 60 DAYS 12130/2007 70122762 SOLD TO: 4621 SHIP TO: 5 5181 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450W. 131ST STREET 5484 E. 126TH STREET U�NITEDSTA`fES OF AMERICA UNITED O AMERICA 5119M DMM DATES CiPTEMEHPO f9LLOPLAMM OHDEHNMEW" CmDEHTYPE logg9 ALIGUSTROMENSSONS 12/20107 W0705E 140"1 140441 SO CAMICH HAIL /THUCKO OMPESENTTYP2 P.Qfi rfu3c rTEfas TP.ftfwm" 76599 SHIPPING POINT DELIVERED TRUCK 1322 TAX :TAT US TAR ID HELEASEP 'SALES HEP EXEMPT 0731201550 B22 t PRODUCT DESCFM TAX QUANTITY 0089 UNIT PR E IMMDED MME 7517 BULK COARSE LA SALT Y 24.9700 TN 58.37 1,457.50 I 1 sur��aRV: PRODUCT 1,457.50 FREIGHT s FUEL SUBTOTAL 1,457.50 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT... 49,540.0000 Gross Rounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,457'50 TbIm SaJoo?OocftA 8 y,n ctbOm'ra.anaranef em ofsx,a, f ar��� ofmfalrwbg CREDIT NOTE rrm"mWH1c°ncM°"o fs�'waL°mmftzkwvww.nmaLcom� IN US DOLLARS US I TERMS AND CONDITIONS OF SALT; 1. OFFER. No terrnG stated by Buyer in its bid, Purchase Order, acknowledgment, or other form shall be biuditg upon the Seller except as expressly agreed in writing by the Seller. Buyer is hereby notified of the Seller's objection to and rejection of any additional or different terms in Buyer's bid. Purchase Order. acknowledgment, or other forms. THE SELLER'S PROPOSAL IS EXPRESSLY LIMITED TO ACCEPTANCE UPON THE TERMS AND CONDITIONS CONTAINED HEREIN. 2. PAYMEN`F. Buyer alaecs to make payment at Seller's location and at the time specified on the Seller's invoicing document in lawful money of the U.S. The Seller may, in its sole judgment, require such other payment terms as it deems appropriate, including full or partial payment in advance of shipment or by letter of credit. 3. PAST DUE ACCOUNTS. A finance chrage of the lesser of l 5% per month (18% APR) or the highest rate pennittedl by law will be assessed on all past due accounts. Interest charged on a past due invoice: will be assessed front the date of the invoice. d. PRICES. EXCEPT AS OTHERWISE SPECIFIED IN THIS OFFER. PRICES ARE SUBJECi" 1'O CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED, UNLESS OTHERWISE SPECIFIED IN THIS OFFER, ATTHE SELLER'S PRICE iN EFFF,C "I' ON'I'HE SCHIiDLJLF.D DATE Oh SHiPSIENT. Prices on the invoicing document are net of all applicable discounts and promotional allowances. Any questions by the buyer, about the basis on accuracy of this 'pricing must be submitted to the'seiler in writing within 60 days of the date of the invoice. 5. CANCELLATION AND MODIFICATION. Orders may be canceled by Buyer only upon (1) written or oral nonce to the Seller subsequently accepted in writing by the Seller and (2) payment to the Seller of reasonable cancellation charges to be solely determined by the Seller. 6. CREDIT. Credit payment terms must have the prior approval of the Seller's Credit Department and must he specified in writing on the Seller's invoicing document, if at any time Buyer's financial responsibility becomes impaired or unsatisfactory to the Seller. Seller reserves the right to stop shipment. on notification to Buyer and to dernand payment in advance oral the time of delivery for future deliveries or to require other security satisfactory to the Seller. and in the absence therexnf, to cancel, without liability. file unfilled portion 'of this contract. 7. TAXES. Any lax or other governmental charge now or hereafter levied upon production, severance, manufacture, delivery, storage, consumption, sale., use or shipment of Products ordered or sold will be charged to and paid by the Buyer. Such taxes are not covered in the Seller's price. 11, DELAYS. All order, arc accepted subject to tile. Seller's ability to make delivery al 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 fur the delay in making shipments. The Buyer shall be liable for any added expenses incurred by, the Seller because of Buyer's delay in furnishing requested information to the Seller, delays resulting from order changes by the Buyer, or delay in unloading shipments at delivery point that are the fault of Buyer. The Seller shall not be, liable for delays or defaults in delivery caused by forces beyond its control including but not limited to floods, fires, storms, or otter act, of God, by war or act of public eneany (or civil disturbance), strikes, lock -outs, shortages of labor or raw materials and supplies (including fuel) or production facilities, transportation service or equipment shortages or failures, action of any governrneutal authority or other conditions beyond the Seller's reasonable control. o 9. SHIPMENT COS'T'S. Unless otherwise specified on the Seller's invoicing document, all tntnsporkttion charges, including, but not limited to, carrier's charges for notification prior to deliver, demurrage caused by Buyer, delay in unloading, diversion, or reconsignment will be paid by the Buyer. Ill. TRANSPORT RISKS AND CLAiMS. Risk of loss and title to Products transfers to file Buyer upon delivery at the F.O.B. point identified on fire Seller's invoicing document. On receipt of title, the Buyer is then responsible fin• proper protection of Products and compliance with all regulations aril ordinances and will indemnify fire Seller against all claims for personal injuries or property damage arising from the storage, use of handling of such Products. Claims for damage or shortuge 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 tiny such damage or shortage and see that appropriate notation is made on the, delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. 11. WARRANTY. The Seller warrants only that it will convey good title to the product and that, at the tittle of shipment, the product will conform to the published specifications of the Seller. Seller's specifications are subject to change at any little without notice to Buyer. NO OTIIER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, IS MADF, BY SELLER, INCLUDING ANY IMPLIED WARRANTIF.S OF MERCHANTABILITY OR FITNESS FOR A PARTICU- LAR PURPOSE. Failure of file; Buyer wrthing thirty (30) days after receipt of the Product delivered hereunder to give notice that such product is not as so warranted shall heart unqualified acceptance of such product and a waiver of all claims with respect thereto. In the event of an alleged breach hereof by the Seller, the sole rernedy available to the Buyer on account of any defect in the product shall he limited to the replace ntenl of'such defective product by the Scllm In the event the remedy provided herein shall be deemed to have failed its essential purpose, then the Buyer shall be entitled only to a refund of the aunou is paid to the Seller for such defective Produc(. 12. LIMITA'T'ION OF LIABILITY. THI; BUYER-SHALL NOT BE ENTITLED TO RECOVER FROM SELLER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES, INCLUDING. 131JT NOT LIMITED TO, THOSE INCURRED ON ACCOUNT OF TilE QUALITY OR AMOUNi' OF PRODUCT DFLIVERF,D OR THE NON- DELIVERY OF PRODUCT'. The Buyer assumes all risks and liabilit m m y for any damage to persons or property resulting fro the use of the product delivered heneutder in manufacturing processes of the Buyer or in combination with other substances or otherwise. 13. PATENTS..The Seller agrees to defend and protect the Buyer against loss or damage arising out of legal action for direct patent infringement in connection with the Seller's manufacture of Product, provided the Seller is notified promptly of any such action will) complete information and i given an opportunity to defend. W. SECURITY iNTEREST. The Buyer hereby grants to the, Seller and the Seiler 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 matements and other documents as Sellet may determine to he necessary to per f, cl such security interest. IS. GOVERNING LAW'. Any agreement hosed on the acceptance of this offer shall be conslrucil in accordance with and governed by the i,awa of the State of Kansas provided that delivery terns shall he governed by INCOTERMS as published by the international Chamher of Commerce. 16. ASSIGNABILITY. Any agreement based on the acceptance of this offer shall not be assignable by the Buyer without the prior written consent of the Seller and any purported assignment without such consent shall be void. 17. ENTIRE AGREEMENT. If accepted, this o0'er and the tcrm.i on the Seller's invoicing document constitute the entire agreement of sale and purchase of the product named herein. No modification of this Agreement shall be of any force or effort unless in writing and signed by the parties sought to be bound thereby, and no modification shall be effected by file acknowledgment or acceptance of purchase order forms containing different terms or conditions.V /Ay/ INorth American Salt Company f�v�d� A Compass Minerals Company Page i Of 1 PLEASEPWRTTO: P®ETAL®®: PAYPMhffTCRM .INVOIGEDATE INVOIGCNLL®@1 An MA zGA GA 48- 1047fi32 NET fi0 DAYS 1 lfi1200fi 7 SOLD TO: 462129/C54512 SHIP TO: 5058081 CS54514 CARMEL UTILITIES CARMEL U71UTIES 3450 W. 131 ST STREET 54M E. 125TH STREET UNITED STALES OF AMERICA C ARME L TEED STATES OF AMERICA 5hMPPwrRM DATE SHIAPM CDSTtAiCR PD MLL Cr LAMM ormammarR ®IDERTYPC lm5 AIIGUSTROBMNSSONS 12/31/07 W0705W 148759 148759 SO [ARBOR RAILITRUCK0 OMPMEWTVM KOK rVEEK;MTEN S T@IRITCRY 76599 SHIPPING POINT DELIVERED TRUCK B22 TAXSTATUB. TAXID* RELEASER SALCS REP EXEMPT 00312D1550 B22 PFMUCT D®CFMFTXM TAX QUANTITY LW9 WaT PiUCE EXTENDED PRCE 7517 BULK COARSE LA SALT Y 25.8400 TN 61.14 1,579.88 SUMMARY: PRODUCT 1,579.85 FREIGHT a FUEL SUBTOTAL 1,579.86 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 51,680.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 -743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY a US 1,579 86 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Tne. StSdCc° �hwblaetb4aTarertsandGerr !@brudS�n°nMrwv�sd9�inela CREDIT NOTE tTm"°and [°nd3bmot aa sh°avaflat,d,ercr.n n IN US DOLLARS US TERMS AND CONDITIONS OF SALE, 1. OFFER. No terms stated by Buyer in its bid. Purchase Order, acknowledgment. or other form shall be binding upon the Seller except as expressly agreed in writing by the Seller. Buyer is'herebVnoiificd the Seller's objection to and rejection of any addiiiotrtf by different terms in Buyer's bid Purchase. Order, ficknnwtcdm �ent, or other forms. THE SELLER'S PROPOSAL IS EXPRESSLY LIMITED TO ACCEPTANCE' UPOti TFIE'TER 47S AND CONDITIONS CONTAINED HEREIN. 2. PAYMENT. Buyer agrees to make payment at Seller's location and at the time specified on the Seller's invoicing document in lawful money of U.S. The Seller tray, in its sole judgment, require,sycli other payment terms as it deems appropriate, including. full or partial payment in advance of shipnrenr or by letter of credit. 3. PAST DUE ACCOUNTS. A finance charge of the lesser of 1.5% per month (18 "4 APR) or the highest me permitted law will be assessed on all pact due acconnis. Interest charged on a past due invoice, will be assessed from the date of the invoice. 4. PRICES. EXCEPT AS OTHERWISE SPECIFIED.IN_fHIS OFFER. PRICES ARE SUB.IECT_TO.CHANGE WITHOUC' NOTICE. ORDERS WILL BE •INUOICI D..UNLf,SS OTIJERWISE IN THIS OFFER, AT THE SELI',ER:S PRICE IN EFFEC 1'ON THE SCHEDULED DATE OF SHIPMENT, Prices on the invoicing document are net of all applicable discounts and pronu)tioinal olkhwanees. Airy questions by the buyer, about the basis or accuracy of this pricing must be submi ied to the. 'ss ler in writing within 60 days of the (late of the invoice. 5. CANCELLATION AND MODIFICATION. Orders may be canceled by Buyei 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. CREDIT. Credit payment terms must have the prior approval of the Seller's Credit Department and must be specified in writing on the Seller's invoicing document, If at any time Buyer's financial responsibility hoeonies impaired or unsatisfactory to the Seller, Seller reserves the right to stop shipment, on notification to Buyer and to demand "payment in advance or atl'th, 'Wnc cif delivery for future deliveries or to require litho security satisfactory to the Seller, an(] in WESabscnce thereof, to cancel. without liability, the unfilled portion of thus contract. 7. TAXES. Any tax or other governmental charge now or hereafter levied upon production, severance, maridfaciure, delivery, storage. consumption, sale, use or shipment of Products ordered or sold will be charged to and paid by the Buyer. Such taxes are not covered in the Seller's price. S. DELAYS. All orders are accepted subject to the Seller's ability to make delivery at the time and in the quantities specified, and the Seller shall not he liable for damages for failure to make partiad or complete shipment or for flue delay in making shipments. T'ha Buyer shall be liable for tiny added expenses incurred by the Seller because of Buyer's delay in furnishing requested information to the Seller, delays resulting from order changes by the Buyer, or delay in unloading shipments at delivery point that are the fault of Buyer, The Seller shall not be liable for delays or defaults in delivery caused by forces Ixyond its control including but not limited to floods. fires, storms, or other acts of God, by war or act of public enemy (or civil disturbance), strikes. lock -outs, shortages of labor or raw materials and supplies (including fuel) or production facilities, transportation service or equipment shortages or failures• action of any governmental authority or other conditions beyond the Seller's reasonable control. 9, SHIPMENT COS'T'S. Unless otherwise specified on the Seller's invoicing document, fill transportation charges, including, hilt not limited to. carrier's charges for notification prior to deliver. demurrage caused by Buyer, delay in unloading, diversion. or reconsignment will be paid by the Buyer. 10. T'RANSPOR'r RISKS AND CLAIMS. Risk of loss and title to Products transfers to the Buyer upon delivery at the F.O.B. point identified on the Seller's invoicing document, 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 atJ c•lainns for personal injuries or property damage arising from the storage. use of handling of such Products. Claims for damage or shortage in transit must be made by the Buyer against the Carrier. The Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. 11. WARRANTY. 17he Seller warrants only that it will convey ,'ood dde 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 W'ARRANT'Y OF ANY KIND, EXPRESSED OR IMPLIED, IS MADE 13Y SELLER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICU- LAR PURPOSE. Failure of the Buyer withing thirty (30) days after receipt of the Product delivered hereunder to give notice that such product is not as so warranted shall he an unqualified acceptance of such product and it waiver of all claims with respect thereto. In the event oFan alleged breneh hereof by the Seller, the sole rernedy available to the Bever on account of any defect in the product shall be limited to the replace- nhent of such defective product by the Seller. In the event the remedy provided herein shall be deerried to have failed its essential purpose, the Buyer shall he entitle l only to if refund ih("thc amounts paid to the Seller for such defective Product t 12. LIMiTATION LIABILITY. THE BUYER SHALL NOT BE ENTITLED TO RECOVER FROM SELLER INCIDENTAL OR CONSEQUENTIAL t DAMAGES OR EXPENSES, INCLUDING. BUT NOT LIMITED ED TO, THOSE INCURRED ON ACCOUNT OF THE QUALITY Olt AMOUNT OF PRODUC7' DELIVERED OR THE NON- DF.,LIVF,RY OF PRODUCT. The Buyer assumes all risks find liability for any damage to persons or property resulting from the use of tine product delivc•red'hemunder in.manufacturing processes of the Buyer or in combination with other substances or otherwise. 13. PATEN'r9.17ic Seller agrees to defend and protect the Buyer against loss or damage arising out of legal action for direct patent infringement in connection with tire Seller's manufacture of Product. provided the Seller is notified promptly of any such action with complete information and is given in opportunity to defend. 14. SECURITY INTEREST. The Buyer hereby grants to the Seller and the Seller herby retains a security interest in all Products furnished by the Seller and the proceeds thereof, until the purchase price therefore is fully paid. Buyer agrees to exCCate such financing slatements find other documents as Seller may determine :o he necessary to perfect such security interest, 15, GOVERNING LAW. Any agreement based on the acceptance of this offer shall be, conatrucl in accordance with and governed by the Laws of the State of Kansas provided that delivery terms shall be governed by INCOTERMS as published by the international CIralTlhe7' of Cpmnrerce. 16. ASSIGNABILITY. Any agreement based on the ac•cepuunoc of this offer shall not he assignable by the, Buyer.without the-prior written consent of fhc Seller and arty purported assignment without such consent shall he void,' 17. ENTIRE AGR.EFAi.ENT. If accepted, this offer and the terms (in the Seller's invoicing document'cunsthbte the entire agreement of sale and purchase of the product named herein. No moctification of this.Agreetnent Shall be of tiny force or effort unless in writing -drid signed by the piarlics sought to-be biwniJ thereby. and no modification shall he effected by the acknowledgment or acceptance of purchase order forms containing different terms or conditions. Prescribed by State Board of Accounts City Form No. 201 (Rev 1995) ACCOUNTS PAYABLE VOUCHER CITY OF CARMEL An invoice or bill to be properly itemized must show, kind of service, where performed, dates of service rendered, by whom, rates per day, number of units, price per unit, etc. Payee 358765 NORTH AMERICAN SALT Purchase Order No. PO BOX 277043 Terms ATLANTA, GA 30384 Due Date 12/28/2007 Invoice Invoice Description i Date Number (or note attached invoice(s) or bill(s)) Amount 12/28/200; 70123817 $1,413.72 i t I hereby certify that the attached invoice(s), or bill(s) is (are) true and correct and I have audited same in accordance with IC 5- 11- 10 -1.6 Date Officer VOUCHER 074382 WARRANT ALLOWED AeR 358765 V SUM OF ,;NORTH AMERICAN SALT ��tj� z PO BOX 277043 ATLANTA, GA 30384 Carmel Water Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO INV ACCT AMOUNT Audit Trail Code 70123817 01- 6180 -03 $1,413.72 lam' bbl ?�2, b�•�c���'b3 ��Iz3g7y �I�t��80�a� ��I� g y. Voucher Total 2 Cost distribution ledger classification if claim paid under vehicle highway fund