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155442 01/10/2008 CITY OF CARMEL, INDIANA VENDOR: 358765 Page 1 of 2 ONE CIVIC SQUARE NORTH AMERICAN SALT COMPANY CARMEL, INDIANA 46032 PO BOX 277043 CHECK AMOUNT: $21,901.60 ATLANTA GA 30384 CHECK NUMBER: 155442 CHECK DATE: 111012008 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 601 R5023990 W0705 70100725 1,497.19 SALT i 601 R5023990 W0705 70106983 1,496.61 SALT 601 R5023990 W0703 7010814 1,476.76 SALT 601 R5023990 W0705 70108188 1,433.57 SALT 601 R5023990 W0703 70109487 1,472.09 SALT 601 R5023990 W0705 70109701 1,444.66 SALT 601 R5023990 W0705 70111585 1,477.93 SALT 601 R5023990 W0705 70112353 1,449.33 SALT 601 R5023990 W0705 70112578 1,428.90 SALT 601 R5023990 W0705 70112579 1,480.26 SALT 601 R5023990 W0705 70113993 1,431.23 SALT 601 R5023990 W0705 70115249 1,437.07 SALT 601 R5023990 W0705 70116442 1,454.58 SALT CITY OF CARMEL, INDIANA VENDOR: 358765 Page 2 of 2 ONE CIVIC SQUARE NORTH AMERICAN SALT COMPANY CARMEL, INDIANA 46032 PO BOX 277043 CHECK AMOUNT: $21,901.60 ATLANTA GA 30384 CHECK NUMBER: 155442 CHECK DATE: 1110/2008 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 601 R5023990 W0705 70119810 1,462.75 SALT 601 R5023990 W0705 70120547 1,458.67 SALT f A/ North American Salt INVOICE Company A Compass Minerals Company Page 1 of 1 PLEASE tTENBTTO: FWMIAL10®: PAYMENTTEMM INVOIGEDATE INVOCEMJMBER A °"A�A ?G A aoaa4 48- 1047632 NET 60 DAYS 1 12/2812007 70120547 SOLD TO: 40212D 1 054512 SHIP TO: 505W81 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E.1 216TH STREET ;UNITED TA`TES OF AMERICA UITED CA T IN OF AMERICA �SPPIDPfiCI33 DA MWWPW CUSTtR6 RF0 MUCPLADBO olm"Fitb9@Ew CmDe"T"M io995 ALIGUSTROMENSSONS 12126107 W070SE 144413 144413 SO CAIUMN WMLITRUCK# FdMRWVlrm TYP2 P_n& T!Nw% T'6i60TCW 76599 SHIPPING POINT DELIVERED TRUCK B22 TAX%TATU TAXID* MrASE SALES IMP EXEMPT 00312D1550 B22 MOUCT DAR Ei TAX GUAM M UOM UNrr PRCE EXTENDED FREE 7517 BULK COARSE LA SALT Y 24.99G0 TN 58.37 1,458.07 SUEdH�Rq: PRODUCT 1.458.67 FREIGHT S FUEL SUBTOTAL 1,458.67 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT.. 49,980.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY r US 1,458.67 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Thta Samot Dosch hwbl-tb Sw Tomtand GordQbrmo# Sab on 4wrammmWdm algib Immko CREDIT NOTE !P, rt rr rmsdcond@ bm0ftab weWAD xr-� �www.nasae.Cam>_ IN US DOLLARS US I 4 J TERMS AND CONDITIONS OF SALE I., OFFER. No terms stated by Buyer in its bill, Purchase Order, acknowledgment, or other forma shall be binding upon the Seller except its expre agreed in writing by the Seller. Buyer is hereby-'notified of t he. Seller's objection to and rejection of any additional or different terms in Buyer's bid. -Purchase Order. acknowled or other forms, THE SELLER'S PROPOSAL IS EXI'Rl-.*S.SLY IJMITFf) TO ACCEPTANCE UPON THE TERMS AND CONDITIONS CONTAINEDIIFREIN. 2 PAYMENT. Buyer aeioes to make payment al Set let's location and at the time specified on the Seller's invoicing document in lawful money of the U.S. The ScIler may, in its solejudgtricul, requite- such other fiayment imns it decals appropriate. Including full or partial payment in advance of Shipment or by letter of creffil. 3. RI&ST DUE ACCOUNTS. A finance •hawc Of the lesser of 1,55 per month (18% APR) or the hiellest rate permitted by law will be assessed on all past due ac, Intel," charged oil it past due. invoice will be assessed front ill(-, (late of the invoice. 4. PRICES. EXCEPT AS OTHERWISE SPECIFIED IN-TIfIS Of FER. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED, UNLESS OTIJERA"ISFSI)ECIlli�I)IN al", f I ERCEINEFFI-',C'I EI)Ljl-f-'.I) [)/XTI--'.01' -TR, Xf "rijESE I'l- �sf Prices on the invoicing! 4ocument are act of all applicable discouras and promotional allowances. Any qucsi'ibris by the buyer, about the bas or accuracy of this pric m ust be subi ni tied t se ller in it, wi I ll ill 60 days of the date of the invoice, 5. CAN(1F "LLATIOIN AND MODIFICATION. Orders'may. be canceled Uy BuyZ.-r ofilympon (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 Icons roost have the prior approval (it• the Seller's Credit Department and must be specified in writing on the Seller's Invoicin document, Ifatany little Buyer's financial responsibility becomes iti)l);tire(iot' unsatisfactory ti)the Seller. Seller reserves the rightio stop shipment. on notification fication to Buyer and to de payment in iidvirnce or vithe tinuiof&livery foiftiIt;re sir to require. Zfhersecurjty satisfarcLT)ry to the Seller. and in the abseiicc thereof, to .cancel, without liability, the uidilied portion of this contract. 7. TAXES. Any tax or other governmental charge now or hereafter levied upon production, severance, manufacture, delivery, siorage, consurnplion, sale, use or Shipment of Products ordered or sold will be charged to and paid by the Buyer. Such tiores are not covered in tire Seller's price. 8. DELAYS. All orders are accepted subject to the Seller's ability to make delivery at the time and in the quantities specified, and the Seller shall not be liable for damages for failure to make pariiid ur complete ShipITICat or fur file delay in making Shipments. The Buyer Shall be liable for tiny added expenses incurred by. the Seller because of Buyer's delay in furnishing requested information to the Seller, delays resulting from order changes by the Buyer, err delay in unloading shipments -it delivery point that are the fault of Buyer. 'file Seller shrill not be liable for-delays or defaults in delivery caused by forces beyond its control incl I ]lot but limited to floods. fires, storms, or other a cts of God, by war or :let of public enemy (or civil disturbance), strikcs, lock-outs, shortogm of labor or raw materials and ,supplies (in•luding fuel) or production facilities, transportation Service or equipment Shortages or failures, action of any govemmental authority or other conditions beyond the Seller's reasonable control. 9. S1111IMPNT COSTS. Unless otherwise Specified on the Seller's invoicing document, all transportation charges, including. but not limited to. canicr's Charges for notification prior to deliver, demurrage caused by Buyer, delay in unloading, diversion. or reconsignineut will be paid by the Buyer, III. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products transfers to the Buyer upon delivery at the P.O.B. point identified on the Seller's invoicing document. Oil receipt of title. the Boyer is then responsible for proper protection of Products and compliance with all re and ordinances and will indemnify the Seller against all claims for personal injuries or property damage arising front the storage. use of handling ol'such products. Claims for damage or shortage in transit must be rnade by the 13LI yet against the Carrier. The Buyer has the responsibility to inspect shipments before or during Unloading to identify tiny such daniage 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 little. of shipment. the ptoduci 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 MADE BY SELLER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICU- LAR PURPOSE. Failtire of the Buyer wishing thirty (30) days after receipt of the product delivered hereunder to give notice that Stich product is not as so warranted ,half he an unqualified acceptance of'such pi o duct and a waiver of all claims with respect thereto. Irk the event of an alleged ied breach hereof by the Seller, the sole rernedy available to the Buyer on account of any deice( in the product shall he limited to the replace- ment of'such defectiv product by Lhe'Seller. In the event the remedy provided herein shall be to have failed its essential purpose, then the Bu shall be entitled only to a refund of the amounts paid to the Seller for such detective Product,' 12. LIMITATION 0F.IAABtI,1TV. THE BUYER SHALL NOT BE ENTITLED TO RECOVER FROM SELLER INCIDENTAL OR CONSEQUENTIAL TO, THOSE INCURRED ON ACCOUNT OF THE QOALITY OR AMOUNT OF PRODUCT DAMAGES OR FXPFNSFS, INCLUDING. BUT NOT LIMITED DELIVERED OR THL NON-DELIVERY OF PRODUCT, The Buyer assumes all risks and liability for any damage to persons or Property resulting front the use of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other Substances or otherwise. 13. R-kTENTS. The Seller agrees to defend and protect the Buyer against Itms or damage arising out of•legal action for direct parent infringement ill connection-with the Seller's manufacture of Product, provided the Seller is notified promptly of ally such action with complete information and is given an opportunity to defend. 14. SECURITY INTEREST. The Buyer hereby grans to the Seller and the Seller hereby retains a security interest in all Products furnished by the Seller and the proceeds thereof, until [lie) purchase price therefore is fully paid. Buyer agrees to execute such financin 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 shaft be comtrued in accordance with and governed by tile Law, of the State, of Kansas provided that delivery terms shall be g overned by INCOTERMS its published by the International Chamber of Commerce. 16. ASSIGNABILITY. Any agreement based on the acceptaMle. of this offer Shall not,be assignable by the Buyer without the.prior written consent of the Seller and any purported assignlr�crq withory Such consent shall be void.. 17.A`,NTIRF AGREENIENT. 11' accepted, this Offer'and the p c o Tent s hall b of a' te raia (;it the Seller's invoicing document constitute the entire a ient.of ;ale and purchase of the product trained herein. No modification of this A I, 11 a force or effort unlest in writing ain't `signed by the parties ,ought io bb bound thereby, and no modification shall be effected by the acknowledgment or acceptance of purchase order forms containing different terms or conditions. AY/ North American Salt Company A Compass Minerals Company INVOICE Papo i if 1 PLEASE FtEidrTO: FU*kAILIDa: PAAAENTTEFW j 1w 1 j4 21zbP2007 'raDlTE �Jtl� NUMBER ATLANTA?CA� 30381 -7043 48- 1047632 NET 60 DAYS 70119180 SOLD TO; 462129 U54512 SHIP TO 505608 t:,fi54514 CARMEL UTILITIES CAR MEL UTILITIES WA VII. 131ST STREET &4114 E. IZ1TI I STREET 1i U�NITE� 1 ST4TE8 ]F AMERICA UNI�TMED IN ATEfitj AMERICA SFtPPFT1 FR{yM f1ATF 5 pmrk IMT&MR PQ Im I OF 1 A1kwo (offs M P {*r F" T""" iOM- AUOUSIRORKFNSSON4 II)pI p: M70'i�N 14441? 14.14,: so LARRfFR BAO ITRWk FUUIPNRffTVPF FQR FRFIQHTTFaDlIS TmRITQ6V 7!Z00 SI IIPPINC POINT 111 NrRm TRUCI; TAY STATUS TAY Inn RF1 FASF g SAI 96 RFP rxrmpT 0031?01550 PROW= DESt`RiPnow TAY tAUAWW UON UtdiT PRWE EYTENMM PRICE 7517 13LILKCOARSLLA SAL I Y 25.0600 1N 58.37 1,462.75 �j s UNNARY: Plds)MM'.1 1,Jf,2.T5 FI2tIGH I k FI ILL St 0101 AL 1,.4f.2.75 SIAIL IAX L.i)LIN 1Y I AX {:I 1'( I AX MESSAGES: TOTAL WEIGHT... 50,120. Gross Pouiads FOR BILLING INQUIRIES GALL 1400 -741-7258 THANK YOU FOR YOUR ORDER ���`"'°EGIATE YOUR BUSINESS P LEASE IN US DOLLARS US 7,4 2.75 CREDIT NOTE l f US E TERNOS AND CONDITIONS OF SALE I. OFFER. No ter ''tat ed by Buyer in its bid, Purchase (glee acknowledgment, or nthcr fonn shall be binding upon the Seiler except as expressly a „recd ill writing_by.the_Stlter_ Buyer -is hereby notified. of tire Seller',s.objection to and- rejecdomof any additionaLor. different terns in_ Buyer's. bid,. Purchase. Order, acknowledgmea *other foilnc. THE SF,LT;EW.It' PROPOSAL iS EXPRESSI:Y LIMITED TO ACCEPTANCE UPON ''I;HIi TERMS AND CONDITIONS CONTAII; ED HLREIN. 2. 'PAYMENT. Buyer agrees toi make payiitcnt Y Sclfer's lZicatJo6 acid at the lime spcci6ii the Seller': invoicing ddicunreirt it) Imwful money of the U.S. The Seller may, in its sole judgment, requiri .such_nther_paynnent.trrnts.as it deems appropriate, including full.or partial payment in advance.of.shipment or by .letter of credit. 3. PAST DUE ACCOUNTS. A finance:chrirge of ihe'lesser of 1? month (1$',4 APR) or the highest rate permitted bylaw will be assessedon till pant due. accounts. Interest charged on a past due invoice will be assessed froni The.. date of the invoic=e. r 4. PRICES. EXCEPT AS CYrHERWISE SPE!SCIFIED IN THIS OFFER. PRICES ARE SUBJECT TO CHANGE WITHOUT NO'T'ICE. ORDERS WILL BE INVOICED. UNLESS OTHERWiSE SPECIFIED IN THIS OFFER, AT T HE SELLEWS PRICE IN EFFF,C'T• ON THE SCHF.,DUU:D DATE OF SHIPMENT, Prices on -tfw invoicing document -are net of all applicable discount, and promotional allowaiicc& Any questions -by the -buyer, about the basis or-accuracy-of this r "pricznj irutstbe_subniitted to the seller in writitig"wiibin "60: fiys i)fThc date or the iif 6ice. V: 5. C:ANCKLI 1TION ANMMODIFI( AI'.ION. Ordersdtnry- be-cancelut by BUyat'.Dnly- upon41)- written m oraLnoucC roathe, Sclldr-ubseyuendy. accepted. in m; writing. by the Seller and (2) ptiymeht to the Seller of re:asonablr cancellation chargesYo be solely de °teFmined by the Seller. 6. CREDIT. "Credit payniih[ ter7s'hutst have the prior tjiprinval'n1" the Stilier'> Cridit 13epdrtnient and rf ist'be specified in'writingZri the Seller's imuiting, document, if at any time Buyer's finaticial responsibility becomes impaired or unsatisfactory to the Seller, Seller reserves the righl to atop ,,hipment, on notification to Buyer and to demand payment in advance or at thy; -tirne of .delivery for future dclivcri,s or -to require other security satisfaclory.to the Seller, and in- thr.•absence__ thereof, to cancel, without liability, the unfilled portion of this contract. 7. TAXES. A•ny tax or 5thei gq*ve nnenial charge "now: or Inrenf[e'i'l vied -upcin iSrcidiictiiin, severance; inuiEtficture delivery, stoPag cohsdmption, 'sale,. use or shiprtie:ril of Pro lac is ordered or sold will be chaiEcd to at paid -by the Buyer. Such [axus.ara not.coverd'.ir6the'- Seller =a- price. R. DELAYS. ill orders are accepted subject to the Seller .s abiliiy to make delivery at the time and in the quantities specified, i l the Seiler shall not be liable For damages for failure to make partial or complete shipment or for the delay in staking shipments. The Buyer shall he liable for any added expenses incurred by the Seller because of Buyer'. delay in furnishing; requested information to the Seller, delays resulting front order changes by the Buyer, or delay in unloading shipments at de=livery 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), strike's. lock-outs, shortages of labor or raw tnalerials and supplies (including fuel) or production facilities, bansportation senate or equipment shortages or failures. ac=tion of any governmental authority or other conditions j beyond the Seller's reasonable control. 9. SHIPMENT COSTS. Ulric." 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 c=aused by Buyer, delay in unloading;, diversion, of reconsignment will he paid by the Buyer. 10. 'TRANSPORT RISKS AND CLAINIS. Risk of less and title to Products transfers to the Buyer upon delivery to the EO.B. point identified on the Seller's invoicing docurent. On receipt of title. the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will inderunil•y the Seller against all claims for personal 'injuries or property damage arising from the ,storage, use of handling of such Products. Claims for damage or shortage. in transit must he made by the Buyer against the Caries. The Buyer has the responsibility to inspect shipments before or during unloading to identify any such dunnage or shortage; and see that appropriate notation is male on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a chain. 11. WARRANTY. Tire Seller warrants only that it will convey good title to the prMuct and that, to the lime of shipment, the product will conform to the published specifications of the Seller. Seller's specifications are subject to change at any lime without notice to Buyer. NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, IS MADE 13Y SU' LLER. INCLUDING ANY INIPLIE:D WARRANTIES OE MERCHANTABILITY OR FITNESS FOR A PARTICU- LAR PURPOSE. Failure of the Buyer w•ithing thirty (30) days after receipt of the Product delivered hereunder to ;ive notice that such product is not as so warranted shall he an unqualified acceptance of such product and a waiver of all claims with respect thereto. In the event of an alleged breach hereof by the Seller, the sole rernedy available to the Buyer on account of tiny defect in the product shall be limited to the replace ntenl of such defective product by the Seller. In the event the remedy provided herein shall be <teemed to have failed its essential purpose, then the Buyer shall he entitled only to a refund of'the amounts paid to the Seller4or such defective Product.._ 12._LIMI TAT7ON OF LIABILITY. THE, 13UYE3R SHALL. NOT Ill ENT'ITLE'D 'F(',) RECOVER FROM SELLER INCIDENTAL OR CONSE= QUENTIAL 'DAMAGES OR EXPi' NSES;•INCLUDING. BUT NOT LIMITED TI IOSI3 INCURRED ON ACCOUNT Ol THE QUAI.xrY OR AMOUNT OF PRODUCT DELIVERED OR THE N DEl'iVERY OF PRODUCT. The Buyer assumes all risks and liability for tiny damage to persons or property resulting horn the use of .the product deliJc•rcd heretindcr in inanufarturi prottsscs of the Buyer or in combination with lather substances or otherwise. E3. PAT EN'TS. Tire Seller agrees io defend and protect the Buyer againsl loss or damage arising out of legal action for direct patent infringement in connection with the Seller's manufaeturd(if Product, provided (he Seller is notified promptly of any such action with complete information and is given an opportunity to defend, 14. SE'CURIT'Y INTi:REST:'i'he Buyer hcretiy grants fo'thli and'fhe Seller hereby" rettiinS `aSZcurity'itil.iaent'fn all 1 'cis' furnished bTflie %A r the proceeds thereof, until the purchase price therefore is fully paid. Buyer agrees to execute such financing statements and other documents as Seller may dctarminef`.o be necessary to perfect such security interest. 15. GOVERNING LATV. Any agreement based on the acceptance of this offer shall be coustil ed in accordance with and governed by the Law, of the Slate of Kansas provided that delivery terms shall be governed by INCOTERMS as published by the htternational Chamber of Commerce. 16. ASSIGNABILITY. Any agreement based on the acceptance of this offer shall not he assignable by the Buyei without the prior written consent of the Seller and tiny purported assignment without such consent shall he void, 17. E=NTIRE AG=REEMENT. if accepted, this offer adifl'the "ternry ciu't1re;Se[1er'F invoicing clocumept eeinstitutwtlte;cntire agreement of lade and purchase of the product rallied herein, No modification of thisAgrcement shall be irf ttny. force or.cfLort uulcss.in.wP :ititrg and signed by the patches Sought-to be. bound diet eby. and no modification shall be effected by dic�acknow•ledgment or acpept n-c of order forms conuliiing ififf6rjnrterrl1S or'unalitions. x. T tit.* 4r. `t •'.ts .i .a� 9� k ii II eq i r .1 Ay/ North American Salt Company INVOICE A Compass Minerals Company Page 1 of 1 PLEASEneIATTO: FEDERAL ®6: FAYMEWTEMIS INVW-aDATE INVOI-eNu em A s4 -m43 48- 1047632 NET 60 DAYS 12!412007 70100725 SOLD TO: 482129 l 054512 SHIP TO: 505808 j CS54514 CARMEL UTILITIES CARMREL UTILITIES 3450 W. 131 ST STREET 5484 E.1 26TH STREET NITEDSTXWS© FAMER AMERICA UN S`T T 46M UNITED AMERICA �tEFVeornOm oared CUSTC=nPO ®LLQLACM onoe nmMuen cmDEnrwe io995 AUGUSTROMENSSMS. 12/04/07 W0 705E 121328 121328 SO CAMUEn nAILJTnUCK* a2UPINOWTYR P.o.a r1ml7/fTENUM TERMTOW 76599 SHIPPING POINT DELIVERED TRUCK 1 B22 TARSTATUS TAXIDO nELEASO SALESI@P EXEMPT 00312DI550 B22 PwDUCT DESCftUMM TAX wAu nTY UOM UMT PME EXTENDED MCE 7517 BULK COARSE LA SALT Y 25.8500 TN 58.37 1,497.19 SUMMARY: i PRODUCT 1,497.19 FREIGHT a FUEL SUBTOTAL 1,497.19 STATE TAX COUNTY TAX CITY TAX WESSSGES: I TOTAL WEIGHT 51,300.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 -743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,40719 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Thh Sts atCk -*&k .db dd 310— nl3sa IMOt® CREDIT' NOTE Crarmmd OwuMbrnot min aba dit .,dwww.naa9.eom} IN US DOLLARS us I TERlv'I`; AND CONDITIONS OF SALE' 1. ()FL-F,R. No terrrn .=.rated by Buyer in it:, bid, Purcltas.: (.Aster', a,'r nowledgment. or ()titer forth shall he hinding upon the Seller except as expm;sily ,,greed in avritifig by the Seller. 13mer as hereby notified of file Seller's objection to and'tcjcctiain of any additional or different term( an Bo er's hid, Purc case Order, ucknnavledgment, or oth: r loons. THE SI:I.i.Ef2'S PROPOSAL IS LXPI2I,CSLY F.l:tgl'f(.?I.) TO AC:C'6P'1':AtiCE tiPO i '1"HF' TERMS AND CONF ITICINS C'O, \TAINFD HEREIN. 2.. PAYMENT. Boyer ai to naaake payawnt as Seller's location and at the time 1) ficd on the Seller'( invoicing docuntcnt an lawful nanny of tfr* I :.S The Sc)ic�r ma}, in its sole jud ;anent, reyline such otticr payment terms s.s''it deems appropriate, including full or partial payment in adv.nnce of sbrprimit or by letter of credo. 3. MST DC:I ACC'OU TS. A finance i barge of' the IoS,er of V5 per month (18% APR) or the highest rate permitted by lay: will be assessed ou all past due accounts. Interest charged oo a past due inviaicr will be assessed troth ihr; (late of tiro 4, PRICES. EXCEPT AS OT14FRWISF. SPE('{FiT IN nits Of l f ;R. PRICES ARE SUBJECT iO CHANGE WITHOUT NOTICE- ORDLRS 4 1LL BE INVOICED, UNLESS IN THIS OFFER, X1 ,1 1 1 11E SELi.ER'ti PRICE, iN t FFHCT (.)N TFlt; SCHI ?Ut'1_ EI) DATE OF SHII NT. Pdcr..; on the, invoicing docuiinent are 11c1. of ail applicahle discounts and promotional a loivinces::Atiy questions by the buyer, about the basil. or accwiacy of this pricing rnust,be submitted it) the seller in writiq within 60 days of the date of the invoice. S. {'Ah'CIiLL.ATIt ti lND'NIODIFIC'AIAON. Orders may be canceled by Buyer rni(y tipon'(1) written or oral notice to the Seller .subseyuentl} .accepted in wrmmg by the Se!Fer' and f 3}'piNnient to the Seller of reasonable cau"llaliam charges to be solely determined by the Seller. 0. CREDIT. Credit po-aynnent terms must have the prior approval (tithe Seller's (.rcdi( Department and must he specified in ,c'riiing on rite Sella'.. maurcmrg docmnent, If at any time buyer's financial responsibility becomes impaircd or unsatisfactory to the Seller. Sellei reserves the right to stop shipment. on notification to Bayer and to demand paynnml in advance or at the lime of delivery for future, deliveriara or to require other securty satisfactory to file Seller. and in the absence thereof, to cancel, without liability, the unfilled portion of this contract. 7. TAXES. Any tux or oilia- govertutienial "charge now or hcruaiftc'r levied upon production, severance, rriauufacture, delivery, storage, consuruption, sale:, use of sfi prnent of ProdUetS ordeird or sold wilbbe charged to and paid by the Buyer. Such taxes are not covered in the Seller's price. 8. DELAYS. All order, aie accepted subject to the Seller's ability to make delivery at the time and in the quantities specified, and the Seller shall riot be liable for damage,, for failure to make partial of complete shipment or for the delay in making shipments. The Buyer shall be liable for any added expenses inctu by the Seller because of Buyer's delay in furnishing reyucsted information to the Seller, Bela} s resulting from order changes by the Buyer, or delay in unloadune shipments at delivery point that arc the fault of Buyer. fhe Seller shall not be liable for delays or defaults in delivery caused by fours beyond its control including Eat not limited to floods• tires, storms, or other acts of God, by war or act of' public enemy civil disfurbance), strikes. lock -ours, shorlasas of labor or raw materials and supplies (including ibel) or produeliou facilities, Transportation service or equipment shortages or failures, action of any govei mental authority or other conditions beyond the Sellcr's reasonable control. 9. SHIPMENT COS'T'S. I lnless otherwise ,pecafied on the Seller's invoicing document, all tran,pnrmttion charges. including. but not limited to, carricr's charges for notification prior to deliver, demurrage caused by Buyer, delay in unloading, diversion, or reconsignmeml will be paid by the Buyer y 10. TRANSPORT RISKS AND CLAIMS. Risk of' loss and title to Products transfers to the Buyer upon delivery at the F.(:).11, point identified on the Seller's invoicing document. On receipt of tide. the Buyer is then responsible Gtr proper protection of Products and compliance with all repulmion, and ordinances and will indemnify the Seller against all claims for personal injuries or properly damage arising from the storage, use of handling of such Products. Claims for damage ca shortage in transit must be made by file Buyer against fhe Carrier. The Buyer has the responsibility to inspect shipments bclore or during unloading to identify any such damage or shortage and see that appropriate notation is made oil the delivery fickels or an inspection report furnished by the local agent of'the carrier in ordef to support a claim. If. WARRANTY, The ,Seller warrants only that it will convey good title to the pf <xluct and that, at the Urne 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 OI' ANY KIND, EXPRESSED OR IMPLIED, IS MADE BY SELLER, INCLUDING, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNE.'SS FOR A PAR'1'ICU- LAR PURPOSE. Failure of the Buyer withing thirty (30) days after receipt of the Product delivered hereunder to give notice that such product i, not 3, so warranted ;mall be an unqualified acs eptancc• of such product and a waiver of all claims with respect thur cto. in the event of an aflegcd breach hereof by the Seller, the sole rernedy available to tine Buyer on account of any defect in the product >hall he limited to the replace meut of such defectivc product by the Seller. In the event file remedy provided herein shall he, deemed art have failed its ossential purpose. then the Luvc shall be emitted only to a refund of rile aruuunts paid to the Seller for such defective Product. I2. LIMITATION C }E LIABILITY. "t HL BUYER SHALL NOT BE ENI'ITLFFD'ft} RF?COVER FRU1.1 SELLER INCIDENTAL OR CONSf:f, }li1:NTIA1. 1 aAMAGF?S OR F:XPEN::{'.S, INCLODEtiG, BUT Nor LIMITE -D TO, THOSE INCURRED ON ACCOUNT Of THE QUALITY OR AtLIOUM, or f DFLIVERED OR "flit.NONI- DELIVERY 01- PRODI -K- The Buyer aastnnes all risks toad liability florally daulagc to persons or property resulting !Torn tilt: use of h product delivered hereunder in manufactunm; processes of the Buyer or in combination with other soh.st.wces or otherwise. 13. i'.A'I'ENTS. The.,Sello r agrces to defepaf ot,d protect the Bitycr against loss or dam: gc at out of lep at whin fur direct paten! infringement in cuamcction with fh: S.:l!er's manufacture of Product, provided th Seller is notified promptly of any such ac tion with compleac information and is eav an opportunity to defend. 14. 1 iFC L.RITY INI ERF?ST. The Buyer hewl grants to file Seller and the Seller hea,•try retain, a securtl} interest in all Products furnished by the Seiler and the lxucccds thereof, until tla•: purchase price therefore is fully psiJ Bu;'er ugrces to execut.' :•uch fivaur oar ,Iotc;nierits and other docu)tacnts as Seller may ,1ct� meinc to he r cerssatry it) per fe, t sash security interest. 15. GOVERNING LAW. Any agreement bused on the icceptaiwc of this offer shall [:c ,:un. trued in accor,lance wall and ?Lov by the Law the Stare, of Kam,as provided that delivery t(en)s ,,hall he e-ovcnted by INC OTE:R st.S as published by the International C,'humber of Commerce If,. ASSIGNABIJ -11 Y. Any agreement based on the acceptance ol'this offer shall not lac assignable by the Buyer without the prior mitico consent of ;;:c Seller and am- assiemnen; without such con.�,mt shadl lie void. 17. ENTIRE —AGRPFNICNT. tf accepted, dais offer and the remit on the Seller'; inv document constiune the entirc_ageeii oaf sale and pw-chase of tine, prod.act Trained herein. No modification of llms Alneement sball be, of any force or efli)rt unlcss in writing.anal signed by the parties sought to bo.bound thereby, and no rmxfification shall be i:ff. (fed by the ackn6wled or aa;a;ept.tiltx: of purchase order forms containing diifi:ra:nt terms or conchtt.ms. (I North American Salt Company INVOICE A Compass Minerals Company Page- 1 of 1 PLEASE FEMdT TO: FEDERAL 1049: PAYM M TERMS Its Or—E DATE iwo*e Nu maEfl an ANTA, GA w3s4- 48- 1047632 NET 60 [SAYS 12/1312007 70108188 SOLD To: 402129/C54512 SHIP TO: 5058081 CS54514 CARMEL UTILITIES CARMEL UTILITIES 34so W. 131ST STREET 5484 E. 126TH STREET UNITED STATES OF AMERICA UNITED STATES OF AMERICA F CAOMER TAI .T.TLM DATESl4PPM CIi57MORPO ®L TAHID9 WELEASE9 SALES RE LMLAW= ofmHt ow" cone"TYPE 9 AUGUSTROWIEN",.a S 12112/07 W0705E 124871 1'24 871 SO WAIL /TR U M® MIAM"UTYP2 P.01L PWEt0'ff TlFffA% Te RRaTow 76599 SHIPPIN POINT DELIVERED TRUCK B22 P EXEMPT 0031 1550 B22 PRwurrr DESCRUrrM TAX QUANTITY UGLI UMT PRICE EXTENDED mr.E 7 517 BULK COARSE LA SALT Y 24.56DO TN 58.37 1,433.57 SUMMAWT PRODUCT 1,433.57 FREIGHT 8 FUEL SUBTOTAL 1,433.57 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT.. 40,120.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,433.57 WE APPRECIATE YOUR BUSINESS IN US DOLLARS ThFa ssda of aooda hau Ow Tarmaarvd Cord@brmaR Mda on Bra rawrcankb of W& lrwota CREDIT (VOTE (T` mmdUonmb�at� .sbswateo ftbb md mmr.nxmlLcon IN US DOLLARS US I i TERMS AND CONDITIONS OF SALE 1. OTTER. No terns stated by Buyer in its bid. Purchase Order, acknowledgment, or otter torn shall be hinding upon the Seller except as expressly agreed in wrifing by the Seiler. Buyer is hereby notified of the Seller's objection to and rejection of any additional or different terns in Buyer's hid. Purchase Order. acknowledgment, or other fortes. THE SET- L1:R'S PROPOSAL IS EXPRESSLY LIMITED TO ACCEPTANCE UPON THE "17sRR "1S A \f) 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 die U.S. Tire Seller tray, in its sole judgment, require such other payment terms as it deems appropriate, including full or partial payment in advance of shipment or by letter of credit. 3. PAST DUE: ACCOUNT'S. A finance charge of the lesser of 1.5rc per month (189 APR) or the highest rata permitted by law will he assessed on rill past due accounts. Interest charged on it past due invoice will he assessed from the date of the invoice. y PRICES. EXCEPT AS OTHERWISE SPECiFIED m THiS OTTER. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED, UNLESS OTHERWISE SPECIFIED 1N THIS OTTfiR. AT THE SELLER'S PRICE IN EFFECT' ON THE SCHEDULED DATF, OF SHiPMENT. Prices on the invoicing document are net of all applicable discounts and promotional allowances. Any questions by the buyer, about the basis or accuracy of this pricing must be submitted to the seller in writing within 60 days of the date of the invoice. 5. CANCELLATION AND MODIFICATiON. Orders may be canceled by Buyer only upon (1) written or oral notice to the Seller :uhscquenty accepted in writing by the Seller and (2) payment to the Sellei of reasonable cancellation charges to be solely determined bw the Seller. 6. CREDIT. Credit payment terms must have the prior approval of the Seller's Credit Department and,mutit be specified in v.riung on the Sell.0', invoicing docanrent, If at any uuue Buyer's financial responsibility becomes impaired or unsat'usfactor i iWire Seller; Seller reserves -the rigli'c)ci stop Sfiipment, on iiorifrauou w Buyer and to demand payment in advance or at rite time of delivery for future deliverie> 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, severaneei tirnufaciure; dtihvery; sioragc, consum})iiin, salc,'u,e or shipment of Proluets ordered or sold will be charged u and paid by the Buyer. Such taxes arc; 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 it) the quantities specified, and the Seller shall not he liable far damage for failure to make partial or complete shipment or for the delay in nutting shipments. The Buyer shall be liable for any added expenses incurred by the Seller because of Driver's delay in furnishing requested information to the Seller, delays resulting from order change. by the Buyer. or delay in unloadin shipment: at delivery point that are the lash of Buyer. The Seller shall not he liable for delays or defaults in delivery gassed by for( beyond its control including but nor limited to flogs. tires, storms, or other acts of Clod, by war of act of public entry lot civil disturbance), strikes, lock-outs. shortages of labor or raw material; and supplies (including fuel) or production facilities, transportation service or equipment shoitages or failures, action of any governmental authority or other conditions beyond the Seller's reasonable control, 9. SHIPMENT COSTS. Unless otherwise specified on the Seller's invoicing docmnent. all transportation charges. including. but not limited to, carrier S charges for notification prior to deliver, detnunage caused by Buyer, delay in unloading. diversion. or reconsignnuent will be paid by the Buyei. Ill. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products transfers to the Buyer upon delivery in the F.O.B. point identified an the Seller's invoicing document. On receipt of side, the Buyer is then responsible for proper protection of Pnulucis and compliance with all regulations and ordinances and will indemnify the Seller against all claims for personal injuries or property dattratge 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 Cat rier. The Buyer hats the responsibility to inspect shipments before or during unloading to identify my such draina or shortage and scc that appropriate notation is made on the delivery tickets or art inspection report furnished by tire local agent oi' the carrier in order to support a claim. V 11. VARRANTY. The Seller warrants only that it will convey good title to the product and Ifuat, at the time of shipment. the product will conform to the published speo•ificalions of the Seller. Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND. EXPRESSED OR IMPLIED. iS 19ADE BY SELLER, INCLUDING; ANY IMPLIED WARRANIIES OF 1b1CRCHANTABILVIA OR FITNESS FOR A PARTICU- LAR PURPOSE. Failure of the Buyer wrhing 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 product and a- waiter of Al claints will) respect thereto. In the event of an alleged bleach hereof by the Seiler, the sole remedy available to the Buyer on account of any detect in the product .,hall he limited to the i eplace- ment of such defective product by the Seller, in the event the remedy provided herein shall be deerned to have failed its essential puipo,e, then the Boyer veil be entitled only to a refund of the amounts paid to fhc Seller for such defective Product. 12. LIMITATION OF LIABILITY. 'rHE BUYER SHALL NOT BE ENTITLED TO RECOVER FROM SELLER INCIDENTAL OR CONSEQUE'rTIAL DAIVIAOES OR EXPENSES, INCLUDING, BUT NO LIMITED 1'0, THOSE INCURRED ON ACCOL'N r OF THE QUALITY OR AMOUNT OI PRODUCT DELIVERED OR THE NOti- DELIVERY 01' PRODL)CT. Thy Buyer assumes all risks and liability for any damage to persons or property resulting front the use of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other substances or otherwise. 13, PATENTS. The Seller agrees to defend and protect the Buyer against loss or damage arising out of legal .action for direct patent infringement in zonnecuon with the Seller's manufacture of Product, prodded the Seller is notified promptly of any ,rich action with complete information and is given an opportunity to defend. 14. SEC:URiTY iNTEREST The Buyer hereby grants to the Seller and the Seller hereby retains a security interest in all Products furnished by the Snllcr and the proceeds thereof, unfit the purchase price therefore is fully paid. Buyer agrees to execute such financing Stalent. ots and other documents as Seiler may deternine to he necessary to perfect such security interest. 15. GOVERNING LAW Any agreement hared on the acceptance of this offer shall he construed in accordance with and governed by the Laves of the State of Kansas provided that delivery terms shall tie governed by iNCOTLRNIS as published by the Internalional Chamber of Commerce, 16. ASSIGNABILITY. Any agreement based on the acceptance of thi, offer shall not be asignablc by the Buyer without the prior written consent of the Seller and any pmpored assignment without such assent shall be void. 17. ENTIRE] AGREEMENT, if accepted. this offer and the terms tin the Seller's invoicing docurent constitute the entire agreement of sale and purchase of the product named herein. No modification of this Agreement shall he of any force or effort unless in writing and signed by the parties sought Lob, hound thereby. and no modification shall be effected by the acknowledgment or acceptance of purchase ordci forms containing different terms or conditions. AY/ North American Salt Company INVOICE A Compass Minerals Company Page -iof1 PLEASERE6flTTO: FEDERAL ®6: PAYMEAITTERMS INVOIGEDATE ItMr-eNUMER P.O. BO ono -7043 48- 10$7632 NET 60 DAYS 12/1212007 701069$3 SOLD TO: 482129/C54512 SHIP TO: 505$081 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST STREET 5484 E. i 26TH STREET UNITED S A`fES OF A UNITED OF AMERICA 48PPEDPRCM DATE STOPPED CVSTCMWFI PD MLLCPLA Olmn KmilEW CoDeRTYPE ions AUGUSTROMENSSONS 12111/07 M 705 W 124519 129519 SO CAMBeff MAILlTY UM* 11MM Pbtemr TV P2 r.Ctn rREMMTRISM TEAfBTCN1Y 76599 SHIPPING POINT DELIVERED TRUCK 1322 TAX STATUS TAXI139 HZLEAM SALES FSP EXEMPT 0031201550 B22 PRODUCT DFWFU TON TAX M AMITY UOM UMT PFWE EXTENDED M CE 7517 BULK COARSE LA SALT Y 25.&M TN 58.37 1,498.61 suHmaRV: PRODUCT 1,496.61 FREIGHT FUEL SUBTOTAL 1, 496.61 STATE TAX COUNTY TAX CITY TAX WESSAGES: TOTAL WEIGHT 51,280.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 -743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY us 1,496 61 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Thh e40oo�her��xtb Bic Tem+n and GondHbnu c}Sali on tie rewics sldod9sh lnwka CREDIT NOTE (Tema 9fei Gone�mot .n�aata„� IN US DOLLARS US TERNIS AND CONDITIONS OF SALE: 1. OFFER. No term.+ stated b Buyer in Its bid, Purchase Order, acknowledgment or other form .hall be buuling upon Ibe Selic: 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, Pur_haue Order, acknowledgment, or other forms. THE SEC.I_I ?R'S PROPOSAL 1S EXPRESSLY Ltt911't?D TO ACCti1''IANCI. UPON 'i'}1k. ;'PERMS AND CONDITIONS CONTAINED HEREIN. 2. PAYMENT. Buyer agrees to make payment at Seller's location and at (lie time specified on the Seiler', invoicing document in lawful money of tite 1:.5. "Pile Seller may, in its stile judgment. require such othet payment terms ns it deems appropriate, including full of pirual payment in advance of shipment or by letter of cfeffin. 3. PiST DUE ACCOUNTS. A finance charge of the lesser of 1.54{; per month I18% APR) or the highest late permitted by law will be assessed on all past due act ountt. Interest charged on it past due invoice will be assessed front the date of the invoice, 4, PRICES. EXCEPT AS OTI(ERWISL SPh:CIFdED IN THIS OFFER. PRICES ARE SUBJECT TO (71tANGF, tk"11'HOU NOTICE. ORDERS WILL BE INVOICLD, UNLESS OTHERWISE SPECIFIED IN THIS OFFER, Ai' THE SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net o1' all applicable discounts and promotional allowances. Any questions by the buyer. about the basis or accuracy of this pri• big must be submitted to the seller in writing, within 60 stays of file date of the invoice. 5. CANCELLATION AND MODIFiCATiON. Orders may be canceled by Buyer only upon (1) written or oral notice to fire Seller subsequently accepted in wt itiug by the Seller and (2) payment to the Seller of reasonable cancellation cbafr,es to lie solely determined by the Seller. 6. CREDIT. Credit paymem terms must have the prior approval of the Sellers Credit Department and must be specified in writing on the Seller's invoicing ducauhhen!. (fat any time ttuyer's financial responsibility becornes impaired or unsatisfactory to the Seller, Seller reserves the right to stop shiprnem, on notification to Buyer and to demand payment in advance or at the mile of delivery forTuture deliveries or to require other seatity Satisfactory to the Seller, and in the absence thcreol, 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, mamtifacture, delivery. storage, consumption, vale, use of shipment of Products ordered or sold will he charged to and paid by the Buyer. Such taxes ary not covered in the Sheller's price. 8. DELAYS. All orders arc accepted subject to the Seller's ability to make, delivery at the time and in the quantities specified, and the Seller shall not be liable for damages for failure to make partial or complete shipment or for the; daay in making shipments. The. Sliver shall be liable flit tiny added espen.es 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 dc:lnery point that arc 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. tires, storms, or other acts of Clod, by war of set of public enemy (or civil (listurbance), strikes, lock -outs, shortages of labor or raw materials and supplies (including fuel) or production facilities, transportation service or equipment shortages or failure.. action of any govennncnCt authority or other conditions beyond the Seller's reasonable control. 9. SHIPMENT COSTS. Unless Otherwise specified on the Seller's invoicing document, all transportation charges, including, but not limited t>, ca frier's charges lot notification prior to deliver, demurrage cautscct by Buyer, delay fit unloading, diversion, or reconsignment will be paid by the Buyer. Io. TRANSPOIVF RISKS AND CLAIMS. Risk of loss and title to Products translei, to the Buyer upon delivery at the F.O.B. lwint 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 clainis for personal nyurics or prt�perty damage arising hom the storage. use of handling of such Products. Claims for damage or shortage in transit must be made by the Buyer against the Carder. Tile Buyer has the responsibility to Inspect shipments before or during unioadm; to identify any ,(fell damtage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local accm of the carrier in or(Lr to support a claim. 11. WARR_ILNTY. The Seller warrants only that it will convey good title to the product and that, at the time of shipment, the product will conform to the published spm:ificatioms of the Seller. Seller's specification; ore subjecr to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND, Eh PRESSED OR IMPLIED, IS MADE BY SELLER. INCLUDING ANY INIPLIF,D WARRANTIES OI' MERCHANTABILITY OR FITNESS FOR N PARTICLi- I -AR PURPOSE. Failure of the Buyer withinr thirty (30) days after receipt of the Product delivered hereunder to give notice that ,(left product is not as so warranted mall be au unqualified accptance of'such product and a waiver (,fall claims with respect thereto. III the eceut of an alleged breach hereof by the Seller, the sole remedy available to the Buyer ou account of any defect in the product shall he hrnited to the replace- ment of such det'rfhr product by the Seller. In the event the remedy provided herein shall be deemed to have failed its essential parpo.e, then the Fiuyer shall he entitled only to a refund of the amounts paid to the Seller for such defective Product. 12. LIMITATION OF LIABILITY. 'THE BUYER SHALL NOT BE ENTITLED 1'O RECOVER FROM SELLER INCIDENTAL. OR CONSLQUEN11AL DAMAGES OR EXPENSES, INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED ON .ACCOUNT OF THE QUALITY OR AmOuNT OF PRODUCT DELIVERED OR THE NON-DELIVERY OF PRODUCT. The Buyer assumes all risks and liability for any damage to persons Or property resulting from the use of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other substatnces or othervise, 13. PATENT :S. The Seller agrees to defend and protect the Buyer against loss or damage arising out of Zeal action for direct patent infringement in ccnmection with the Seller's manufacture of Product, provided the Seller is notified promptly of any such action with complete information and is given an opportunity to defend. 14. SECURiTY INTEREST. The Buyer hereby grants to the Seller and the Seller hereby retains a security interest in all Products furnished by the Seller and the plocceds thereof, until the purchase price therefore is filly paid. Buyer agrees to execute such financing statelfients and other documents as Seller mar deternhine to be necessary to perfect such security interest. 15, GOVERNING LAW Any agreement based on the acceptance o1' this offer .hall be construed in accordance with and goe•erncd by the Laws of the State of Kans;ts provided that delivery terns shall be governed by [NCOTERMS as published by ire International C:113111her of Commerce. 16. ASSIGNABILITY. Any a based on tike acceptance of this oflbr shall not be assignable by the Buyer without the prior written consent of the Seller and any purported assignment without such consent shall he void. 17. ENTIRE AGREEMENT. If accepted, this offct and the terms on the Seller's invoicing document constitute the entire agreement of soft• and purchase of the product named herein. No modification of this agreement shall be of any force or effort unless in writing and signed by the parties sought W hr bound thereby and no modification shall be effected by the acknowledgment or acceptance of purchase order dorms containing different terns or conditions. S AY/ North American Salt Company INVOICE A Compass Minerals Company Page -1of1 PLEASEREPATTO: FEDERAL PAY&ONTTERI.B 111tVOreOAT@ IWO*ENUfMER P.O. ANTA zGA 48 -1 047632 1 NET 60 DAYS 1 1 70109701 SOLD TO: 462129/C54512 SHIP TO: 505808 CS54514 CARvIEL UTRCTIES CARMEL U11UTIES 3450 W. 131 ST STREET 5484 E. 1 26TH STREET U OF AMERICA UN STATES OF AMERICA 94wv vf= I DATE °MWFPED CuswmER PO ®LL UP LAU= Mwen MUER CmDE:iiTYPE 10995 AUGUSTROISENSSONS 12112107 M 705W 131687 1 131687 SO CAMUR RAILITRUCK9 ew PMzMTYPS KOM P"MM TE6vam twtmORY 76599 SHIPPING POINT DELIVERED TRUCK I B22 TAX %TATU3. TARI06 HELE'A526 SALES MP EXEMPT 0031201550 B22 PRO DUDT DEBCF !d TAX aUmmy UOM UKff PFWE EXTEf![}EO PS3E;E 7517 BULK COARSE LA SALT Y 24.7500 TN 58.37 1444.66 I SUMMARY: PRODUCT 1,44 4.66 FREIGHT a FUEL SUBTOTAL 1,444.66 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 46,500.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-1100-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1;444.66 Thh tfaooft Ia zuL+�,e%a Ta.mmzrdCc :ddb= -,I s� on eb f�„m tkb or Wa lira CREDIT NOTE tTar,na9,acn�ro�or IN US DOLLARS US t TERMS AND CONDITIONS OF SALE. 1. OFFER. No terms stated by Buyer in its bid, Purchase Order, acknowledgment, of other form shall be binding upon the Seller except as expressly agreed in writing by the Seller. Buyer is hereby notified of the Seller's objection to and rejection of any additional or different terms in Buyer's bid, Purchase Order, acknowledgment, or other form,. THE SELLER'S PROPOSAL 1S EXPRESSLY LIMITED TO ACCLVI'ANCE. UPON Tiit; TERb1S AND CONDITIONS CON CAI NED HEREIN. 2. PAYMFNT. Buyer agrees to make payment at Seller's location and at the time specified on the Seller's invoicing document Lit lawful money of the U.S. The Seller may, in its sole judgment, require such other payment terms as it deems appropriate, including full ot patual payment in advance 01' ,lhipment or by letter of crczfir. 3. PAST DUF ACCOUNTS. A finance charge of the lesser of 1, per month Li$ri APR) or the highest rate permitted by law will be assessed on all past due accounts. Interest charged ore it past due invoice will he assessed from the date, of the invoice. 4. 1'RR -:ES. EXCEPT AS OTIIERWISF, SPECIFIED W THIS OFFER. PRICES ARE SUBJECT TO CHANGE WI'T'HOUT NOTICE. ORDERS WILL BE INVOICED. UNLF,SS OTHERWISE SPECIFIED IN THIS OFFI?R, THE SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHLPMENT. Price, on the invoicing document are net of all applicable discounts and promotional allowance;. Ally que,tions by the buyer. about the basis or accuracy of this pricing roust be submitted to the seller in writing within 60 days of the date of the invoice. S. CANCELLATION AND MODIFiC.- VfION. Orders may he canceled by Buyer ottfy upon (1) written or oral notice to the Seller subsequently accepted in n i itchg by tine Scller and 2) payment to the Seller of rrasonabie ciuicellation charges to he solely determined by the Seller. 6. CREDIT. Credit payment terms must have the prior approval of the Seller's Credit Department and must be specified in writing on the Seller's invoring docnntent, if at any Lime Buycr's financial rospousibihty becorne, impaired or unsatisfactory to the Seiler. Seiler reserves the right to stop shipment, on notification to Buyer and to demand p,ryment in advance, or at the time of delivery for fuune deliveries or to require other security ,atisfactory to the Seller, and in the ab,ence thereof, to cancel, without liability, the unfilled portion of this contract. 7. 'TAXES. Any tax or other tovernmemal charge now or hereafter levied upon production, severance, manufacture, deliver, steerage, consumption, ale, use or shipment of Pnxfucts ordered or sold will be charged to and pail 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 be liable for damages for failure to make partial or complete Shipment or for the delay in makin, 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, delay, resulting from order changes by the Buyer, or delay in unloading shipments at delivery point that are the fault of Buyer, The Seller shall not he liable for delays or defaults in delivery caused by forces beyond its control including but not limited to floods, fires, storms, or other acts of God, by war or act of public enemy for civil disturbance), strikes. luck -outs, shortages of labor or raw materials and applies (includin g fuck or production facilities. transportation service or equipment shortage; or failures, action of any governmental authority or other conditions beyond the Seller's reasonable control. 9. SHIPMENT COSTS. Unless otherwise specified ern the Seller's invoicing document, all transportation charges, including, but not limited to, carrier's charge, f'or notification prior to deliver, deifurat!c c au.ced by Buyer, delay in unloading, diver,ion, or reconsignment will be paid by the Buyer. 10. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products transfers to the Buyer upon delivery at the F.O.B. point identified ore the Seller's invoicing document. On receipt of title. the Buyer is theft responsible for prosper protec!ion of Products and compliance with all regulations and ordinances and will indemnify the Sellcr against all claims for personal injuries or property damage arising from the storage, use of handling of such Products. Claims for damage or shortage in transit must be made by the Buyer against the Carrier. The Buyer has the responsibility to inspect shipments before or during unloading to identify any such darnage or shortage and see that appropriate notation is nutde Lin the delivery tickets or all tn,pection report furnished by the local agent of file carrier in order to support a clans. 11. WARRANTY. The Seller warrants only that it will convey good title: to the product and that, Lit the time of shipment, the product will conform to the published Specifications of the Seller. Seller's specifications are subject to change ill any time without notice to Buyer. NO 0I'11ER WARRANTY OI- ANY KIND, EXPRESSED OR IMPLIED. 1S N'IADE BY SELLER, INCLUDING ANY IMPLIED WARRANTIES 01' MERCHANTABILIII' OR FITNESS FOR A PARTICU- LAR PURPOSE, Failmc of the Buyer withing thirty (30) days after receipt of the Product delivered hereunder to give notice that such product is not as so war hal! bean unqualified eccptance of such product and a waiter of all claims with respoct thereto. In the event of an alleged Neach hereof' h the Sellcr, t e sole. rumeciv available to the Buyer oil account of any defect in the product shall he firnited to the replace- ment of such defective product by the Scller. In the event the remedy provided herein shall he deemed to have failed its cv,ential purpose, then the 1luycr ,!fall he e nritled only to a refund of the amoums paid to the Seller for such defective Product. 12. LIMITATION OF LIABILITY. THE BUYER SHALL NOT BE ENTITLED TO RECOVER FROM SELLER INCIDENTAL OR CONSEQUENTIAL DASIAGES OR EXPENSES, INCLUDING, BUT NOT LIMITED "i0, THOSE INCURRED ON ACCOUNT OF THE QUALITY OR AMOUNT OF PRODUCT DELIVERED OR THE NON- DELIVERi' OF PRODUCT The Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other substances or otherwise, 13. PATENT'S. The Scller agree. to defend and protect the Buyer against loss or damage arising out of legal action for direct patent infringement in connection with the Seller's manufacture of PmdUei, provided the Seller is notified promptly of any such action with complete information and is given an opportunity to defend. 14. SECURITY iWEREST. The Buyer hereby grants to the Seller fund the Seliei hereby retains a security interest in all Products furnished by the Seller and doe nroeceds thcatof: anal ahc purchase price; therefore is fully paid. t3uyer agrees h execute such financing statements and other documents as Seller may determine to lac necc \art' to perfect ouch security intcreil. 15, GOVERNING LAW Any agreement based on the accept of this offer shall he construed in accordance with and governed by the Laws of the State of Kansas provided that delivery terns shall be governed by iNCOTERMS as published by the International :hamlet of Cotnu ice. 16. ASSIGNABILITY. Any a based on the acceptance of this offer shall not be assignable by the Buyer without file prior written con,emt of the Sellet and fur purported assignment without such consent shall be void. 17. hNTIRE AGREILMENT. If accepteo, this oflix and the terms oil the Seller's invoicing document constitute the enter agreenncut of stile and purchase of the product named herein. No modification of this Agreement shall he of any force or effort unless in writing and signed by the parties sought to he bound thereby, and no modification shall be effected by the acknowledgment or acceptance of purchase order litres containing different terms or conditions. AY/ North American Salt Company INVOICE A Compass Minerals Company Page 1 of 1 PLEASER2MITT0: FEDERAL 00: PAYMENTTERMS INVOIGEDATE lNVOIGENUMBER AnANTA ?GA -7043 48- 1047632 NET 60 DAYS 12/18/2007 70112353 SOLD TO: 402129/C54512 SHIP To: 5058081 CS54514 CARMEL UTILITIES CARMEL UTILITIES -3450 W. 131 ST STREET s484 E. i 26TH STREET UNITED STAPES OF AMERICA CARMEL ES OF AMERICA PWtSB DATE WOWED CUSTlM"FD HILL CPLACHIG ORDERNIl EER @9DERTYPE 1os95 AUGUSTROMENSSONS 12117/07 W0705E 124856 1248% SO CARPUCR RAILITRUCK@ 90UPMEWTYPE P.aB rR33ClITTER83S TERRROAY 7599 SHIPPING POINT DELIVERED TRUCK B22 TAASTATUS TAXIDt RELEASE 'SALES REP EXEMPT 00312DISW B22 moire T DESCF UMM TAX ouAwm uom uwT RFUCE EXTENDED F Ric 7517 BULK COARSE LA SALT Y 24.8300 TN 58.37 1,449.33 I SUNHARY: PRODUCT 1,449.33 FREIGHT a FUEL SUBTOTAL 1,449.33 STATE TAX COUNTY TAX CITY TAX LIIESSAGES: TOTAL WEIGHT... 49,000.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 743 -7258 THANK; YOU FOR YOUR ORDER PLEASE PAY a WE APPRECIATE YOUR BUSINESS I N U S D OLLARS US 1,4413.33 TERNIS AND CONDiTIONS OF SALT: 1. OFFER. No terms Stilted 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 Seiler, Buyer is hereby notified of the Seller's objection to and rejection of any additional or different terms in Buyer's bid, Purchase Ceder, i acknowledgment, or other forms. THE SELLER'S PROPOSAL fS EXPRESSLY LIMiTED TO ACCEPTANCE UPON THE TERMS AND CONDITIONS CON'T'AINED HEREIN. 2. PAYMENT. Buyer agrees to make payment at Sellers location and at the time specified on the Seller's invoicing document in lawful money of the U.S. The Seller may, in its sole judgment, require such other payment terms as it deems appropriate, including full or partial paymcni in advance of shipment or by loiter of credit. 3. PAST DUE ACCOUNTS. A finance charge of the lesser of 1.5% per month (18% APR) or the highest rate permitted by law will he assessed sin all pact due accounts. Interest charged on a Dust due invoice will be assessed from the date of the invoice. 4. PRICES. EXCEPT AS OTHERWISE SPECIFIED IN THIS OFFER. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED. UNLESS OTHERWISE SPECIFIED IN THIS OFFER,ATTHE SELLEWS PRICE IN EFFECT ON TT-IE SCHEDULED DATE OF SHIPMENT. Prides on the invoicing document are net of all applicable discounts and promotional allowances- Any questions by the buyer, about the basis or accuracy of this pricing must be submitted to the seller in writing within 60 days of the date of the invoice. 5. CANCELLATiON AND MODiF1CA'TION. Orders only be canceled by Buyer only upon (1) written or and notice to the Seller subsequently accepted in writing; by the Seller air(] (2) payment to the Seller of reasonable cancelhttion charges to he solely determined by the Seiler. 6. CREDIT. Credit payment terms must have the prior approval of the Seller's Credit Dupartment and must be specified in writing on the Seller's invoicing do curnent, if at any time Buyer's financial responsibility- becomcs impaired or unsatisfactory to the Seller, Seller reserves the right to clop shipment, on notification to Buyer and to demand payment in advance or at the tirne of delivery for future deliveries or to require other security Satisfactory to the Seller, and in the absence thereof, to cancel. without liability, the unfilled portion,of this contract, 7. TAXES. Any tax or other governmental charge now or hereafter levied upon production, severance, manufacture, delivery, storage. consumption, sale, use or shipment of Products ordered or sold will be charged to and padd by the Buyer, Stich taxes are not covered in the Seller's price. 8. DELAYS. All order,, are accepted subject to the Seller's ability to snake delivery to 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 ranking shipments. The Buver shall he liable for any added expenses incurred by the Seller because of Buyer's delay in furnishing requested information to the Seller, delays resulting from order changes by the Buyer, or delay in unloading shipments at delivery point that are the fault of Buyer. The Seller shall not he liable for delays or defaults in delivery caused by forces beyond its control including but not limited to floods, fires, storms, or other acts of Clod, by war or aet of public enemy (or civil disturbance), strikes, lock -outs, shortages of labor or raw maretials and supplies (including fuel) or production facilities, transportation service or equipment shortages or failure;. action of any governmental authority or other conditions beyond the Seller's reasonable control. 9. SHIPMENT cOS'r5. Unless otherwise specified on the Seller's invoicing document, all transportation charges, including, bui 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 this Buyer, 11). TRANSPORT RISKS AND CLAIMS, Risk of loss and title to Products tnnsfers to the Buyer upon delivery at the FO,B, point identified on the Seller's invoicing document. fht receipt of title, the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify the Seller against all claims for personal injuries or property damage arising from the storage. use of handling of such Products, C.lvms for damage or shortage in transit trust be made by the (lover against the Carrier. The Buyer has the responsibility to inspect shipments before or during unloading to identify any such duruage or shortage and see that 'Appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. 11. W.ARRANTY.'Thc Seiler warrants only that it will convey good title to the product and that, as the time of shipment. the product will conform to the published specifications of the Seller. Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, IS MADE.' BY SELLER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS i''OR A pAR'1'ICU- I.,AR PURPOSE. Failure of the Buyer wjthing thirty (30) days after receipt of the• Product delivered hereunder to give notice that such product is not as so warranted Audi be an unqualified acceptance ol'such product and 'I waiver of all claims with respect thereto. In the event of an alleged breach hereof by the Seller. the sole remedy available to the Buyer on account of any defect in the product shall he limited to the replace meat of such defective product the Seller, in the; event the remedy provided herein shall be deemed to have failed its essential purpose, then the Buyer shall he entitled only to it refund of the amounts paid to the Seller for such defective Product. 12. LIMi'1'AT1ON OF LIABILin'. THE BUYER SHALL NOT BE ENTITLF,D'to RECOVER FROM SELLER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR. EXPENSES, iNCLUDING. BUT NOT LIMI'TE'D TO, TI IOSfa INCURRED ON ACCOUNT OF THE QUALITY OR AMOUNT OP PRODUCT DELIVERED OR TI IF NON-DELIVERY OF PRODUCT The Buyer assumes all risks and liability for any dan age to persons or property resulting frorn the use of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other suhstances or otherwise. 13. PATENTs.'rhe Seller argreec.'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 is given an opportunity to defend, 14. SECURITY INTEREST. 'Fire 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 unit other documents is Seller may determine io he necessary to perfect such security interest. 15. GOVERNING LAW. Any agrennent based oil 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 INCOTERMS as published by the International Chamber of Commerce. 16. ASSIGNABILITY. Any agreement based on the acticpuunec of this offer Shall not he assignable by the Buyer without the prior written consent of the Seller and any purported assignment without loch consent shall be void, 17. ENTIRE AGREEMENT. If accepted, this offer and the terms on the Seller's invoicing document constitute the entire agrecnnenl of sale and purchase of the product named herein. No modification of this Agreement shall be of tiny force or effort unless in writing and signed by the parties sought to be bound thereby, and no modification shall be effected by the acknowledgment or acceptance: of purchase order forms containing different teens or conditions. A/ North American Salt Compan I NVOICE A Compass Minerals Company Page -1of1 PLeASefR01�TTO: fwWAL ®O: FAYIMNTTeRM3 IM010{ OATe I ATLANTAzGA aon4 m4a 48- 1047632 NET 60 DAYS 12/20/2007 70115249 SOLD TO: 402129 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET NITED OF AMERICA UNITED tT IN O AMERICA rrnom DATE sf/U"MW CUSTCmn F0 ®u.CP LA®IM ofinen"MIM" onDen TWE 10995 AUGUSTROMENSSONS 12/17107 W0 705E 140438 1404M SO CAWWR RMLJTnUCK0 ®i8PL1naTYPe P.Qa rr1mir lr TZIMM TenH70nY 716599 SHIPPING POINT DELIVERED TRUCK I B22 I TAXWATM TARIDO IMLrAWO SAL6IMP EXEMPT 00312D 1550 B22 PRODUCT DFBCFMqM TAX DiUAunTV LKM UWF PFDvE EXTENDED PREE 7517 BULK COARSE LA SALT Y 24.0200 TAI 5&37 1,437.07 SUMMARY: PRODUCT 1,437.07 FREIGHT FUEL SUBTOTAL 1,437.07 STATE TAX COUNTY TAX CrI Y TAX MESSAGES: TOTAL cif EIGHT 49,240.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,437.07 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Teti the Tamm"dCordtbmaf SAv on 9w rewrm%kW of fits trnota CREDIT NOTE (Tarr surd Gonefibm oftaW amabw av-a -kft aR www.naaReom). IN US DOLLARS US a TEKIvtS AND CONDITIONS OF SALE f• OFFER. No terms ;~rated by Buyer in its bid. Purcfiase Order. <t:krtowle(lgnrcnt,'6r inher forth shall be binding. up6n 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 tetras in Buyer's bid, Purchase Order. acknowledgment, or other forms. THE. SELLER'S PROPOSAL iS.EXPRESSLY LIMITED TO ACCEPTANCE UPON THE TERMS AND CONDITIONS CV)NTAQvED HEREiN: 2. PAYbIF.NT. Boyer agrees u� make payment at S ier's locatiou and at the time specified oit the Seller" invoicing document in lawful money of the E:.S. The Seller may in its sole judgment, require such other payment terns, as it (teems apprc>)nrinte, 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),5% tier month N M APR) or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will he assessed f orh the date of the invoice. 4. PRICES. EXCEPT AS OTHERWISE Sf'f:CIFiED iN TIHS OFFER. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE hNVO1C,D. UNLESS O'I'tfERWISE SPECIFIED IN THIS OFFIT, AT T'FIE SELLER S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHfPMENT. Prices on the' invoicing document are net of all iipplicable discounts and promotional allowances. Any questioins U the buyer, about rhe_basis or accuracy of this pricing must Lx 'snhinittcd to the seller in writing within 60 day, of the date of the, invoice: a' 5, CANCELLATiON'AND MODIFICA'I'►ON. Orders may be canceled by Buyer only upon (1) or oral notice to the Seller subsequently accepted in writing by the Seller acid (21 payment to the Seller of mason ahle cancellation charges to he solely (1clermined by the Seller. 6. CREDIT. Credit payment terms must ha the prior approval of the Seller's Credit Department and must be specified ire writing_on the Sellcr's invoicing document, if at any time Buyer's financial responsibility becomes impaired or unsatisfactory to the Scllcr, Seller reserves the right to stop shipment, on noriticaton to Buyer and to demand payment in advance or al the little 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, consmnption, sale, use (r shipment of Products ordered or sold will be charged W 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 be liable for damages for failure to make partial or complete shipment or for the delay in making shipments. The Buyer shall he liable for any added expenses incurred by the Seller because of Buyer's delay in furnishing requested information to (lie Seller, delays resulting front order changes by the Buyer, or delay in unloading shipments at delivery point that are the fault of Buycr 'no Seller shall not be liable for delays or defaults in delivery caused by forges 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), strike,. lock -outs, shortages of laborer raw materials and supplies (including fuel) or production facilities, naneporiation service or equipment shortages or failures. action of any governmental authority or other conditions beyond the Seller's reasonable control. 9. SNIPhIENT 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, diversion, or reconsignment will he paid by the Buyer. 10. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products trnsfers to the Buyer upon delivery at the F.O.B, point identified on the Seller's invoicing document. On receipt of title, the Buyet is then responsible fir proper protection of Products and compliance with all regulations and ordinances and will indemnify the Seller against all claims f'or 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 oil the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. 11. IVARRANTY.'I'hc Seller warrants only that it will convey good title to the product and that, at the tirne of shipment. the product will conform to the puhlished specifications of the Seller. Seller's specifications ore subjccf to change at any lime without notice to Buyer. NO OTHER WARRANTY OF ANY KiND, EXPRESSED OR IMPLIED, IS MADE 13Y SIiLLER, INCLUDING ANY IMPLIED WARRANTIES OF MERC:HANTABILiTY OR FITNESS FOR A PARTICU- LAR PURPOSE. Failure of the Buyer wining thirty (30) days after receipt of the Product delivered hercmtder to give notice that such product is not as so warranted Shull he an unqualified acceptance of such product and a waiver of all claims with respect thereto, in the event of an alleged breach hereof by the Seller, the sole rcrnedy available to the Buyer on account of any defect in the product ,hall be limited to the replace- 111C.111 (f such defective product by the Seller. In the event the remedy provided herein shall he deemed to have failed it essential purpose, then the Buyer shall be entitled only to a refund of the arnounts paid to the Sellerfor such defective Product. 12. 1,11MI'TNrION OF•f.IABILiTY. THL BUYER SHALL NOT 13E ENTITLED TO RECOVER FROM SELLER iNCIDENTAL OR C01CSEQUEYTIAL DAMAGES OR EXPENSES; iNCLUDINC+. BUT Nn3'L•IMrf'fiD TO,'TI-IOSI-' INCURRED ON ACCOUNT OF THE QUALITY OR AMOUNT OF PRODUCT DELIVERED OR THE N.0- k-DELIVERY OF PRODUCT. The Buyer assumes all risks and liability fir any damage to persons or property resulting froru the use of the product delivered lhemunder in manufacturing processes of the Buyer or in combination with other substances or otherwise. 13. PATENTS. The Seller agree to defend and protect the Buyer against loss or damage arising out of legal action for direct patent infringement in connection with the Seller's tnanuf :acture of Product, provided the. Seller is notified promptly ot: any such action Witt) cotuplcte information and is given an opportunity to defend. 34. SECURITY INTEREST. The Buyer hereby grants to the Seller and the Seller hereby retains a security interest in all Products furnished by the Seller and the proceeds thereof, until the purchase price therefore is fatly paid. Buyer agrees to execute such financing statements and otter documents as Seller may determine to be.. necessary to perfect such security interest. i5 GOVERNING LAW. Any agreement based on the acceptance of this offer sh0 be construed in accordance with and governed by the Laws of the State of Kansas provided that delivery tens, shall be governed by INCOTERMS as published by the International Chamber of Commerce. 16. ASSIGNABILITY. Any agrcement based fm the acceptance; of this offer sKa'11'not he, ussignahle by the Brayer without the prior written consent of the Seller and wiy purported assignment without such consent shall be void, i.7. "ENTIRE. A(:R1sF;D3F:.N'T. "If accepted, tfii� offef and diCtorrns 61) the Seller's inV6iHng'dbcaiment air)stitute the entire agreement of Salo, and purchase of•tho• Product named lacrem. No modification of this Agreement shall lie 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 ncc.acknoivledgm�nt of acceptance of purchase order forms containing diff'cienCter ns,or conditions. AY/ North American Salt Company A Compass Minerals Company Page 1 of i rLEASEREMMID: PEDERAL'04: rAYLMNTTEWAS IMORfEDATE ItWotIrempmER AP.O. ANTA 2GA 30" -maa 48- 1047632 (VET 60 DAYS 12 /1 812007 7011 2570 SOLD TO: 462129/C54512 SHIP TO: 505908 CS54514 CARMEL UTILITIES CARMEL UTILITIES .345o W. 131 ST STREET s484 E. 126TH STREET UNITEDTA`fESOF AMERICA U AMERICA 98PP®rnCN DATE CUSTcAEfliO ®LLC?LAMIG afmBf4 uen Mae TYPE lows AUGUSTRORMNSSONS 12/17/07 W0705W 1316 131690 SO CAMBER RMUTHLRX0 MUPNEMTYP2 r.OH. rfusc RTEEMM TEfl"rro W 76599 SHIPPING POINT DELIVERED TRUCK B22 TAIL STATUS TAXID4 fw LEASE °SALES FIEP EXEMPT 0031201550 BM MMUCT TAX QUAMM 0068 UWT PRICE Ex ED PRvE 7517 BULK COARSE LA SALT Y 25.3600 TN 58.37 1,480.26 SU@,7IFlaRV: PRODUCT 1,480.26 FREIGHT a FUEL SUBTOTAL 1,480.26 STATE TAX COUNTY TAX CITY TAX W ESSAGES: TOTAL WEIGHT... 50,720.0000 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 1,480.25 ThIL 521n of bew Tamrn arM Gondido�ad ssm on lrcmares atria d9rm lrtrota CREDIT NOTE R."°, a, aU^ �a °m IN US DOLLARS US TERMS AND CONDITIONS OF SALE L OFFER. No terms stated by Buyer in its bid. Pure for in Order. acknowledgment. or other fom shall be binding upon the Seller except as expressly agreed in writing by the Seller, Buyer is hereby notified of the Seller's objection to and rejection of any additional or different terms in Buyer's bid, Purchase Order, acknowledgment, or other forms. THE SELLER'S PROPOSAL IS EXPRESSLY i..IMITED TO .ACCEPTANCE UPON THE TERMS AND CONDITIONS CONTAINED HEREIN. 2. PAYMENT. Buyer agrees to make payment at Seller's location and at the time specified on the Scller's invoicing document in lawful money of the U.S. The Seller may, in its sole judgment, require such other payment torus as it deems appropriate, including full or partial payment in advance of shipntont, or by letter of credi t. 3. PAST DUE. ACCOUNTS. A finance charge of the lesser of 1.5%r per month (1898 APR) or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on past due invoice will be assessed fi ore the date of the invoice. 4. PRICES. EXCEPT AS OTHERWISE SPECIFIED IN THIS OFFER. PRICES ARE SUBJECT TO CHANGE W1T1101-11 NOTICE. ORDERS WILL BE INVOICED. UNLESS OTHERWISE SPECIFIED iN THIS OFFER, AT THE SELLER'S PRICE IN EFFF..CI' ON THE SCH .*DUTAI) DATE OF SHIPMENT. Prices on the invoicing document are net of all applicable discount: and promotional allowances. Any questions by the buyer. 'about the basis or accuracy of this pricing must be submitted to the seller in writing within 60 days of the date of the,invoice, 5. CANCELLATION AND, MODIFICATION. Orders may be canceled by Buyer only upon (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 C edit Department and must be specified in writing on the Seller's invoicing document, if' at tiny time Buyer's financial responsibility becomes impaired or unsadsfactory to the Seller, Seller reserves the right to stop shipment, on notification to Buyer and to demand payment in advance or ut the t'inne 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. 'FAXES. Any tax or other governmental charge now or hereafter levied upon production, severance, manufacture, delivery, storage: consumption, sale, use or shipment of Products ordered or sold will be charged to and paid by the Buyer. Such taxes are not covered in the Seller's price. 8. DELAYS. All orders are accepted subject to the Seller's ability to make delivery at the time, and in the quantities specified, kind the Seller shall nor he liable for damages for failure to narks 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 tire. the fault M' Buyer. The. Seller shall not he liable for delays or defaults in delivery caused by forces beyond its control including but not limited to floods. fires, storms, or other act. of God, by war or act of public enemy (or civil disturbance), strikes. lock -ours, shortages of labor or raw materials and supplies (including fueJ) or production facilities, transportation service or equipment shortages or failures, action of any governmental authority Or other conditions beyond the Seller's rcosonable control. 9. SHIPMENT COS'T'S, Unless otherwise specified on the Seller's invoicing document, all transportation charges, including, but not limited to, carrier's charges for notification prior to deliver. dennunage caused by Buyer, delay in unloading, diversion, or reconsignment will he paid by the Buyer. .U. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products transfers to the Buyer upon delivery at the FO,B, point identified on the Seller's invoicing CIOCUmenl. OD receipt of title, the Buyer is then responsible for proper protection of Products and compliance with all regulations an([ ordinances and will indemnify the Seller against all claims for personal injuries or property damage arising from the storage, use of handling of such Products. Claims for damage or 0ionage in transit must be made by the Bu against the C tinier. T he 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. Tire Seller warrants only that it will convey good ode to the product and that, at the time of shipment. the product will conform to the published specifications of the Seller. Seller's specification; tare 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.MERCHANT'ABILiTY OR FiT'NESS FORA PARTICCJ- LAR PURPOSE. Failure of the Buyer wining thirty (30) days after receipt of the Product delivered hereunder to give notice that such product is not as so warranted shall he an unqualified acceptance. of such product and a waiver of all claims with respect thereto, In the event of an alleged breach hereof by the Seller. the sole remedy available to the Buyer on account of tiny defect in the product shall be limited to the replace tent O1' such defective product by the Seller. In the event the rurrredy provided herein shall be deemed to have failed its usscntiad pupose, then the Buyer shall N entitled only to it refund of the amounts paid to the Seller for such detective Product. 12. LLMITAT OF LiABIL,ITY. THE BUYER SHALL NOT BE ENTITLED IT) RECOVER FROM SELLER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES, INCLUDING. BUT NOT LImrl'i. D TO, THOSE INCURRED ON ACCOUNT OF THE QUAL,rry OR AMOUNT OF PRODUCT t DE'LIVI.RED OR TIdE NON DELIVERY OF PRODUCT. The Buyer assumes all rkkc and liability for tiny daanage to persons or property resulting from the use of the product delivered hereunder in manufacturing processes ol'the Buyer or in combination with other substances or otherwise. 13. PATENTS.'i'ltc 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 nmufacture of Product, provided Ire Seller is notified promptly of airy such action with complete information art(] is given an opportunity to defend. 14. SECURITY INTEREST. The Buyer hereby grants to the Seller and the Seller hereby retnins a security interest in all Products furnished by the Seller and the proceeds thereof, until the purchase price therefore is fully plaid. Buyer agrees to execute such financing statements and other documents as Seller may determine :o he necessary to perfect such security interest. 15. ;OVERNING LAW. Any agreuncnt based on the acceptance of this ol'fer shall be construed in accordance with and governed by the Laws of the State Of Kansas provided that delivery twins shall be governed by INCOTERMS as published by the International Chamher of Commerce. 16. ASSIGNAWLITY. Any agreement based on the acceptance Of this offer shall not be assignable by the Buyer without the prior written consent of the Scller and any purported assignment without such consent shall he void, 1.7. ENTIRE AGREEMENT. If accepted, this offer and the tarots on the Seller's invoicing document constitute the entire agreement of stile and purchase of the product nurned herein. No modification of this Agreement shall he of any force or effort unless in writing and signed by the panics sought to be bound thereby, and no modification shall be effected by the acknowledgment or acceptance of purchase order forms containing different terms or conditions. North American Salt Compan INVOICE A Compass Minerals Company Page -iof1 PLEASE FeWTTO: FMM?AL 04: PAYPTra TeRM3 IMVOl-e mTe INVOIGe NuwmeR AT 7d4a 48- 1047632 NET 6Q DAYS 12!19!2007 7Q113QQ3 SOLD To: 462129/C54512 SHIP TO: 5458081 CS54514 CAMEL UTILITIES CAMMEL UTILITIES 3450 W. 131 ST STREET 54a4 E. 1 26TH STREET UNITED STARS OF AMERICA UNI ED tf TES OF AMERICA rfim DATE ID cusTawnFA OLLCVLAD= oiiDeFi Nimurn oADefi TYPe 10395 AUGUSTROMENSSONS 12118/07 W0705W 140437 140437 SO CAF MN EWL /TRUCKtl BQISfawiTTYPE PC19 r"Ra2 ff TEEMS TBffiSTCIflY 76599 SHIPPING P011IT DELIVERED TRUCK B22 TAASTATUS, TARIDB "EMASE SALES KEP EXEMPT OQ312t11550 BM PRODUCT DESOFErr H TAX QUAHTtTY UOM UHff PRCE EXTENDED PRECE 7517 BULK COARSE LA SALT Y 24.5 TN 58.37 1,431.23 i SUMMARY: PRODUCT 1,431 FREIGHT FUEL SUBTOTAL 1,431.23 STATE TAX COUNTY TAX CITY TAX WESSAGES: TOTAL WEIGHT... 49,040.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 743 -7258 THANK YOU FOR FOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,431.23 Thh Ssfn of Mock h: subjuct b Qm Tarmn=ndCondBSrm of Ssh on 9m rem Wd2 of ffih Imote CREDIT NOTE tTarnm and Gor.Mbm of =re =fro =vzH%bh 22 www.n —kxom� IN US DOLLARS US I TERMS AND CONDITIONS OF SALE 1. OFFER. No terms stated by Buyer in its bid, Prn'chase Order, acknowledgment, or other fort shall he binding upon the Seller except is 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 HERFIN. 2. PAYMENT. Buyer agrees to nr<ake payment at Seller's location and at the dine 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 deorns appropriate, including full or partial payment in advance of shipment or by letter of credit.. 3. PAST DUE ACCOUNTS. A-ftrrance charge of the lesser of 1.5%. per ninth (18% APR) or the highest rate permitted by law will be assessed on all past due accounts, interest charged on a past due invoice. will be assessed from the date of the invoice. 4. PRICES. EXCEPT AS OTHERWISE. SPECIFIED IN THIS OFFER. PRICES ARE SUBJECT' TO CHANGE wiT'11OUT NOTICE ORDERS WILL BE iNVOICED, UNLESS OTHERWISE SPECiFII.ED IN THIS OFFER, A'f" THE SELLER'S PRICE iN EFFEC.70N THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts and promotional allowances. Any questions by the buyer, about the basis or accuracy of this pricing must be submitted to the seller in writing within 60 days of the date of the invoice. 5. CANCELLATION AND MODIFICATION. Orders may be canceled by Buyer only upon (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 terns roust 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 or at the time of delivery for future deliveries or to require other security satisfactory to the Seller, and in the absence thereof, to cancel, without liability, the unfilled portion of this contract. 7. TAXES. Any tax or other governmental charge now or hereafter levied upon production, severance., manufacture, delivery, storage, consumption, sale, use or shipment of Products ordered or sold will be charged tit 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 al the time and in Ole quantifies specified, and the Seller shall not be liable for damages for failure: to make partied or complete shipment or for mho delay in making shipments. The Buyer shall be liable for any added expenses incurred bv, 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 other acts of God, by war or act of public enemy ((n civil disturbance), strikes, pock -outs, shortges of labor or raw materials and supplies (including, fuel) or production facilities, h'ansportation service or equipment shortages or failures, action of any governmental authority or other conditions beyond the Seller's reasonable control. 9. SHIPMENT COSTS. Unless otherwise specified on the Seller's invoicing document, all transportation charges. including, but not 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 louver. 10. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products transfiis 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 inderunify the Seller against all claims for personal injuries or properly damage arising from the storage, use of handling o1 such Products. Claims for damage oh 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 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 01 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 tirue 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. iv'O OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, IS MADi,, BY SELLER. INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABi1.dTY 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 shadt heart unqualified acceptance ol' such product and a waiver of all claims with respect thereoo. 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 be limited to the replace- ment of such defective product by the Seller, In the event the remedy provided herein shall be clamed to have failed its essential purpose, then the Buyer shall he cutitlecl only to a refund of the amorous paid to the Seller for such defective Product. 12. LINUT'ATION OF LIABILITY. THE BUYER SHALL NOT BE ENTITLED TO RECOVER FROM SELLER INCIDENTAL OR CONSEQUENTiAL DAMAGES OR EXPENSES, INCLUDING. BUT NOT LiTAITED'I'O, "THOSE INCURRED ON ACCOUNT Of THE QIJALITY OR AMOUNT OF PRODUCT DELIVERED OR THE NON-DELIVERY OF PRODUCT. The Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other suhstances or otherwise. 13. PATENTS. The Seller agrees to defend and protect tine Buvc'r against loss or danmuge arising out of legal action for (firect 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 is given an opportunity to defend. Id. SECURITY iNTE.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. Buyer agrees to execute such financing ,tan;merits and other documents as Seller may determine to be necessary to perfect such security interest, 15. GOVERNING LAIN. Any agreement based on the ace.ptauee of this offer shall be construed in accordance with and governed by the Laws of the State of Kansas provided that delivery ternns shall he governed by 1NCOT FRMS as published by the International Chamber of Commerce. 16. ASSIGNABILITY. Any agreement based on the acceptance of this offer shall not be assignable by the Buyer without the prior written consent of the Seller and any purported assignment without such consent shall be void. 17. ENTIRE, AGREEMENT. If accepted, this offer and the terms on the Seller's invoicing document constitute the entire agreement of sale and purchase of the product named herein. No modification of this Agrcomem shall be of any force or ctfort unless in writing and signed by the parties sought to be bound thereby, and no modification shall be effected by the acknowledgment or acceptance of purchase order forms containing different terms or conditions. A/ North American Salt Company A Compass Minerals Company INVOICE Page 1 of i PLEASE HEABTTD: FEDERAL®®: PAYMCWTe"M IiWOX eDATE IMVQIGEIWIA®EH P.O. O -7043 48- 1047632 NET 60 DAYS 12/2112007 70116442 SOLD TO: 4821 29 1 054512 SHIP TO: 505808 J CS54514 CARMEL UTILITIES CARMEL UTILITIES .34W W. 131 ST STREET 5484 E. 126TH STREET UNITED STATES OF AMERICA UNIITEED �TATES AMERICA PHw DATESHMPED CUSTEMN PD ®LLCrLAD$M CtHD RHUw1wH CIRDEHTYPE loses AUGUSTROBBENSSONS 121210107 W0705W 140440 140440 SO CAFMMR RMLITHUCKV EAIAMMUTM KOK rHzffaif TEfMM TERRITORY 7659 SHIPPING POINT DELIVERED TRUCK B22 TAXWATUS TAXID9 HELEASB SALE%HEP EXEMPT 00312DISSO B22 PRODUCT DEECFffin A! TAX wAmm uou uNrr PME E%TMOED PRCE 7517 BULK COARSE LA SALT Y 24.9200 TN 58.37 1,454.58 SUMMARY: PRODUCT 1,454.58 FREIGHT FUEL SUBTOTAL 1,454.58 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. 40,840.0000 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 1,454.58 Thh Ss�o}Cm�kn ae,aTac�„aab�ars�a, a,a.��ar mral�L� CREDIT NOTE aam and C*mZ'°rmw m�a"°Mmbb��- ^�com). IN US DOLLARS US r— A TERMS AN D CONDITIONS OF SALE 1. OFFER. No terms stated by Buyer in its bid. Purchase Ordei, acknowledgment. or ether form shall be binding upon the Seller except as expressly agreed in writing by the,Seller. Buyer ,s hereby notit7edgit the Seller's objection tq and rcjecuon of any additional or diffe ent terms tit Buyer's bid, Purchase Order, acknowledgment, or other'Ibtms. THE SELLER'S PROPOSAL iS EXPRESSLY LIMITED TO ACCEPTANCE UPON' T'HF TERMS AND CONDITIONS CONTAINED HEREIN. 2. PAYMENT. Buyer agrees to make payment at Seller's location and at the time specified on the Seller's invoicing document it) lawful money of the U.S. The Seller may, in its sole judgment, reggirc such otter paylneni terms is it, deems appropriate, including full or partial payment in advance of shipment or by letter of credit. 3, PAST DUE ACCOUNT'S. A finance charpee of the lesser of 1-5% per month (185 APR) or the highest rule permitted 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. 4. PRICES. EXCEPT AS OTHERWISE SPECiFIED IN THIS OFFER. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICLiD, UNLESS OTHERWISE SPECI.FIRD IN THIS OFFER, ATTHE SELLER'S PRICE IN EFFECT ONTHE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net of all applicable discount, 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.' S. C:ANCEL,LATiON AND MODiFICATION. Orders may be canceled by Buyer only. upon (I) written or oral notice to rho Seller subsequently accepted in writing by the Seller and (2) payment the Seller ofreasonable 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 do: urnent, if at tiny time Buyer's financial responsibility becomes impaired or unsatisfactory to the Seller, Seller reserves the right to stop shipment, on notification to Buyer and to demand payment in advance or at the tirne o1 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 dr*cidner 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. R. i1ELAVS. All owners are accepted suhjec•t to the Seller's ability to make delivery at the tune 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 front order changes by the Buyer, or delay in unloading shipments at delivery point that arc the fault of Buyer. 'Me Seller shall not he liable for delays or defaults in delivery caused by forces heyond its control including but not hntited 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, nrmsportation service or equipment shortages or failures, action of any governmental authority or other conditions beyond the Seller's reasonable control. 9. SHIPMENT COS'I'S. Unless otherwise specified on the Seller's invoicing document, all transportation charges, including, but not limited to, carrier's charges for notification prior to deliver. demurrage caused by Buyer, delay in unloadin diversion, or reconsignment will he paid by the Buyer. 10. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products transfers to the Buyer upon delivery at the FO.B, point 'identified on the Seller's invoicing document. On reecipt of tide. the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify the Seller against all claims for personal injtries 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 ou 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 tide to the produce. and that, at the little of shipment the product will conform to the published Specifications of the Seller. Seller's specifications arc subject to change at any time without notice to Buyer. NO OTHER WARRAN'T'Y OF ANY KiND, EXPRESSED OR INIPI.JED, IS MADE iIY SELLER, INCLUDING ANY IMPLIF"D WARRANTIES OF MERCHANTABILITY OR FITNESS FORA PARTICU- LAR PURPOSE. Failure of the Buyer wishing thirty (30) days after receipt of the Product delivered hereunder to give notice that such product is not as so warranted shall he an unqualified acceptance of such product and a waiver of all claims with respect thereto. In the event of an alleged breach hereof by the Seller. the sole ronredy available to the Buyer on account of any defect in the product shall be limited to the replace- ment of such defective product by the Seller. In the event the remedy provided herein sball be deemed to h_sve failed its essential purpose, then the Buyer shall he entitled only to a refund of the amounts paid to the Seller for such defective Product. 12. LIMITATION OF LIABILITY. THE BUYER SHALL NO'T' 13E ENTITLED TO Rf-.COVER FROM SELLER INCIDENTAL OR C'ONSE'QUENTIAL DAMAGES OR EXPENSES, INCLUDING. BUT NOT LIMfi'FD TO, THOSE INCURRED ON ACCOUNT OF THE QUALITY OR AMOUNT OF PRODUCT DELIVIiRED OR THE NON DELIVERY OF PRODUCT. The Buyer assumes till risks and liabilit for tiny damage to persons or property resulting front the use of Ilse product delivered hercunder.in manufacturing processes of the Buyer or in combination with other substances or otherwise. 13. PATENTS. T1te Seller agrees to chefend and protect the Buyer against loss or damage arising out of legal action for ditect patent infringement in connection with the Seller's manufacture of Product, provided the Seller is notified promptly of any such action with complete information and is given an opportunity to defend. 14. SECURITY INTEREST. The Buyer heichy grants to the Seller and the Seiler hereby retains a security interest in all Products furnished by the Sella and the proceeds thereof, until fire purchase price therefore is filly paid. Buyer agrees to execute such financing sfatemeuts and other documents as Seller may determine to he necessary to perfect such security interest. 15, GOVERNING LAYtiC Any agreement haseid ou the acceptance of this offer shall be construed in accordance with and governed by the Lau. o'the State of Kansas provided that delivery terms shall be. governed by INCOTERRIS as published by the International Chamber of Commerce. 16. ASSIGNABILITY. Any agreement based on the acrepumcc. of this offer shall not be assignable by the Buyca without the prior written consent of the Seller and any pwported assignment without such consent sh;dl'he void. r 17. ENTIRE AGREEMENT. if accepted, this offer and the terms on the Seller's invoicing docutrient constitute the entite agreement of sale and purchase of the firoduct named horcin, [Jon modifc -ition of this Agreement shall fie of force or F..ffort unless in writing and signed by the parties sought to be bound thereby. and no modification shall be effected by the acknowledgment or acceptance of purchase order forms containing different terms conditions. North American Salt Company INVOICE A Compass Minerals Company Page 1 of 1 PLEASrrMNTTO: PEDE"AL [D6: PAYI� -T-""m x -EDATE WOir..eNUkMM AT�1.�AMA 2G 3on4 7045 48- 1047632 NET 60 DAYS 1 2 /1 6/2007 1 701 SOLD TO: 4621291 C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST STREET 5484 E. 126TH STREET UNITED STATES OF AMERICA UN �TATESS O AMERICA 2�P ®PR�d DA -aMMM CUSTOaENPO MLL OPLABUM ofwRtUMMER OftC2i9TYPE 1099 AUGUSTROBSENSSONS 12116107 W0705E 1 316M 131689 SO CAMMR RMLIMUC 0 E01XP8 U fTYP2 PAEL rHEN2ff TEEMM I mm" 7659 SHIPPING POINT DELIVERED TRUCK B22 TAX STATUS TAX100 0 SAL$REP EXEMPT 00312D 1 SSO B22 PRODUCT DEBCFMrr DN TAX amwrrY UOM UWT PRCE I EXTENDED PRCE 7517 BULK COARSE LA SALT Y 25.3200 TN 58.37 1,477.93 SUMMARY: PRODUCT 1,477.93 FREIGHT FUEL SUBTOTAL 1,477.93 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT... 50,840.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-80(1-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,477.93 10.1E APPRECIATE YOUR BUSINESS IN US DOLLARS Thrr sit, da =ti sub mtl, 9N Tarmt�nd Gotd9brmdSba on Bw raverm vld®d9�Y imoka CREDIT NOTE coormot d.�a�o,,� US IN US DOLLARS xExws AND CONDITIONS nvsA/,E sta Bu i ts s t ~.~m` °"o,x/yo"aaa o is hereb notified of the Seller's "b�j°uiomm and rejection (if an a or different t it) Bu bid, pul,hiLseOrde a(knowled or other forrn^ T SELI.ER'S PROPOSAL. IS FXPRESS LAN-11TED TO ACCEPTANCE UPON THI. TERMS AND CONDITIONS comT.A/Nuoxcxc/w. 2. PAYMENT. u" make pa Seller's location and m (lie din e specified on t h e Seller', inv uoc".~"'m lawful o°m'or,lico.o.T ,Seller ma its w/,|ud other pa terms ""xu=", appropri includin full partial payment advance "f shipment '',b cred vks DUE ACCOUNTS. fin the lesser of "w"th APR) or the u rate nunnuuo? law. will Was=ssed!nml'*mme, accounts. Interest char ,it past (tile invoice ill b"asm,~u from the date a the invoice, 4. PRICES. EXCEPT AS OTHERWISE SPECIFIED IN THIS OFFE.R. PRICES ARE SUBJECT TO 0 IAINGF. WITHOU F NOTICE. ORDERS WILL ou INVOICED. UNLTSS OTHFIZNVISE SPECIFIED INTHIS CF SEI,LER'S PRICE IN EF ONTHE SCHE DATE OF SHIPMENT. Prices the invoicin document are n et 'ofm/ applicable discounts and promotional allowances. Any y .",uv"�/ the hovel. t ba�/,.`,"''....' pricin trust be°.om/omm (lie seller ."=ilin within w da the date (if the invoice. 5. CANca'��rx`n AND mnuIF/cAn'x.Orders ma b"canceled by Bu onl upon o/ written or oral notice to o^c saler"lb,e ,cc"*" in °-u/.2 b the �ellet and 'opyment.to the Seller (if re eltncellationaar to be solel deterrai=ob the Seller. CREDIT. Credit pa let ins "mulia^,- tire prior ,vpma.r the Seller's Credit u"pn"=,. and rit"u»" specified in writin oil the s"x='.m.^.'/. d If at any dine Bu financial responsibility becomes impaired or unsatisfactory to tire Seller Seller reserves the right to stop shipment, )it notific w *"�cr and wdern""/ p3 in advance "mt fimx"rua/."o for fum., deliveries or* re other sec mu"fa"," u the Seller, a in the abse *'=^f.m"mo"/. without liabilit the unfilled portion of' this mmv.", z TAXES. An tax *m/ei govem^""t;iI char now mhe""oorlevied upon prod"*/on.w==ce, m"""au"re, dexven"uora conmillptiOn.^a".mum mip=en/a Products ""mo4° sold will he charged *~a paid b� the Bu Stich taxes arc not covered in the Seller's price. u� noI,^za. All m,us =`"'�,ua°.h"c/ to the Seller's abilit to m,�ua/m� ",m° time and in the y ."n.v"" n"=u�, ".um" sa/mru".u""' be liable for u, m um,=tial or complete Sh/ m Or for file dela /"""kin shipments. T Buyer u"o/b" liable an a "xpm^"incurred b,%.li= y"o" because "f Buyer's dela i" furnishin =q"m/^oi"a",""`/.".v the Seller. u"/. resultin front older c b the Bu o, dela unloadin shipments deliver point that arc the fault mBu The Seller shall riot he liable for dela ,".eumx`inouiver� caused b' f be its c includin but not xmx"dwomm` fires, ,m".n�° other acts ,/u"u'/ war act public u.""n civil .u"wa,""""'l. l.vk-oo'"../.."" labor raw materials and (includin producti laci//,/=. transpo service or e shorta or/u/.x~, action of' any go`n"in=tal authority m other m"atio" b,� the Seller tvasormble control. x SHIPMENT COSTS. Unless wx"w6° specified oil the Seller's invoicin a"""nem. all .m°pmtion char i"u"u." but, not limited m. carrier's charge for notification prior m deliver. oerv""^ge caused b Bu delay unloading; o/vc.°i""�'"="v""im`u.um will be paid by the Bu TRANSPORT RISKS AND cI,^/mS. Risk (,I' less and title x` Products trm*ci.m the Bo up d"//ver at the so.o. point identified (in the Seller's m~`/"=x document. u, receipt "/uue, the Bu their .,"n^o,/u, for ,.o,er Products and evmp//"nc" with all re and ordinances and will o"lem"f the Seller all a"/"~ for pmn"/ injuries or prop"t d:uira 3T/S/" For" the /"m:."s,:"/Ilm"i,wam^ p,"u"�. 'lailn" fol darnage~sjiorta�'in transit orj*be made h the a a the cari�= The Bu has the =,,po=ibilitv to inspect shipments before or during /°mm any such aarm or short and see t appr notation made tire delivery tickets air ."wu/i~ re furnishe r the lua of"ibQ cmri.,'u or it) support .a^.m n.xwooAknry The Seller warrants onl that it will w",� to the product and that, at the ./,"""/,mp.=^. (lie '."u"u°n/"""fo"" to [lie published s .fm.S"o"r. Seller's specifications are sub it) chan an little ./thm' notice m Bu uo OTHER wxnxAnrror ANY KIND, /upxESxsooa IS MADE BY SE'LLCR, INCIAIDING ANY IMPLIED WARRANTIES OF IMERCRANT.ABUTIN OR MWESS I-OR A PARTICU- LAR n/nnmE�ao".."r*"o"y",°i'li`uu.myumd"r,"u`,"r"p'.^fm"p^'a.ua`//="uheo""./"r`,:i,"".^/"ex.^,."chpm«o,/i,,",,as~'~orramva `'."/.hc all un ^z^p"o=or such p/^du.' and waiver (If all claims with respect there u/�,=*"/al I�l=ahorcof hy di, Seller, the sole em avail able wthe oil account of" deo^in the, procruct u"ohe liru file repl= ",.^,''""mu,ou/"p"m.,/bym"om/er. In the even the remed provided herein shall heuecineum have failed its ".,emm purpose, their the Bu li"oI., ""iv*"rcl'u..`^l' the "."""n^ paid m file nw\,, for wc/. defective Product, 12. IANM//znnN*//./AnujrY.THE ornsn oxxo_ N BE ovrrn. on,xsconEx mou sm�cx /nuucrm/.nx u/xsEQocxnAL mmAGiES OR EXP BUT NOTuwmm TO, T /NCmmmox ACCOUNT m THE VUAoTY ORawuoNT'Fmomr muzvancunmIxE NON-DELIV up PRODUCT The Buyer °""m° ill] "a° and liability for any da"" it) l i�rs"ii.�° propert resultin front the rise of' the P roduct delivered hel�=u",s manufacturin ,.°=,ues./ the Bu v,/o combination with other substances "rotherwise, u���The-n,x"�e es m defend and P rotect the u"yera less m&j..m arising out orte.;daction for direct patent infrin /u con with u uau� o�m /p�u /aa �,x"/x,/ m� manufacture mx.w.° promptl (If m Stich action �with complete mo"in" ""=oagi""unvpportu"/*moeferid. w.sxronor/Nzxncxz The Bu he g rants w the Seller and the Seller li"°b retai x securit interest /"ul Products furnished o the o,oer""utire p thereof. "m./ (Ile p.rchjm price therefore a full n,a� Bu a m execute such financin statements and other uocu.ri""asx,/l"=i ,e Ire==r such securit interest /5. GOVERNING /�NV. An agreement base oil t accept ofmis"oer shall Ile construed acc with and g overned p/ the L the S'u/""r Ka=. provided that �iv, ternis shall he g o="ed by/wnncxusas publislicu by t Internatio Cha"m"ac"mor= 16. AsaoxAu/uxr Any agreement based oil (lie "u"/m.uc"/ this offer shall "w lie ,mi tire B witho t prior ~me",""",...,ro."stol/"and "v/un"med°u /7. ENTIRE AGREE nsmz/r== o the document .�":m�� o constitute the and n a the r °"�o."m. ��/".nv=d/n=oo" of shall be of any force .v effort unless i" writin and si 4' the pmie-q sou *^,b Lh^ohv,=u """.^mn'"`/,", hall he"m=xm» the mk""°/^dm"=/,,.==p"""""r purchase order /orni° containin different: terms ","".mum". AY/ North American Salt Compan INVOICE A Compass Minerals Company Page 1 of 1 PLPASEFFCA9TT0: PWE RX D4; TERIM IMVaGE DATE INVOr-eNUIMER P.O. ANfrA 2" A s4 r�7 -m43 48- 1047632 DAYS 12118/2007 70 SOLD TO: 4$212111 C54512 SHIP TO: 5058081 CS54514 CARMEL UTILITIES CARMEL UTILITIES .3450 W. 131 ST STREET 5484 E. 126TH STREET NITTED STA`fES OF AMERICA UNITED STATES O AMERICA S FPAW DAM SFURRD CUSTOM" PO ELL OFLACUM ODDEEiF3l uen CaDE1TTYP2 1x999 AUGUSTRORMNSSONS 12/17/07 W0705E 131683 1 13160 SO CAFMMfl "LITRUCK9 ML§P?AEwTYP2 P.CIEL PETERMFTEF&M T6RFUTOW 76599 SHIPPING POINT DELIVERED TRUCK B22 TAX%TATU TAXID9 WELEASSD SALS REP EXEMFr W31201550 PRODUCT DEECWTION TAX OM NMY UOU UWr PRIDE EXTENDED PRCE 7517 BULK COARSE LA SALT Y 24.4800 TN 58.37 1,428.10 SU16MARY: PRODUCT 1,428.90 FREIGHT a FUEL SUBTOTAL .1,428.90 STATE TAX COUNTY TAX CITY TAX IESSAGES: TOTAL WEIGHT... 48,980.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,428.90 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Tnms2b ora�m ee, ray,.R�,ac10 "Dn:wdo aFaml�ko CREDIT NOTE >!P CTw m and coem aw �tao av+a�^ it erorw.naaBcom} IN US DOLLARS TERMS AND C.O.NDLTIONS OF SALE 1. OFFER. No terms stated by Buyer in its bill, Purchase Order, acknowledgment, or other form shall he binding upon the Seller except as expressly agreed in writing by this Seller. Buyer is hereby notified of the Seller's objection to and rejection of any additional or different terms in Buyer's hid. Purchase Order. acknowledgment, or other forms. THE SELLER'S PROPOSAL IS EXPRESSLY LIMITED TO ACCBPTANC:E UPON THE TERMS AND CONDITIONS CO'NTAiNED HEREIN. 2. PAVMF.NT. Buyer agrees to make payment at Seller's location and at the time specified on the Seller's invoicing document in lawful money of the U.S. The Seller stay, 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. PAS'r DUE ACCOUNTS. A finance charge of the lesser of 1.5 month (18% APR) or the hiehest rate permitted by law will be assessed on all'past due r accounts. Interest charged on a past due invoice. will be assessed from the date of the invoice. V 4. PRICES. EXCEPT AS OTHERWISE SPECIFIED IN 'rifts OFFER. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED, UNLESS OTHERWISE, SPECIFIED IN THIS OFFER, A'rTUE SEL LEWS PRICE IN EFFECT ON THE. SCHEDULED DATE OF SHIPMENT. Prices on the invoicing dochnent are net of all applicable discounts and promotional allowances. Any questions by the buyer, ahout the basis of accuracy of this pricing must be submitted to the seller in writing within 60 days of the date of the invoice. 5, CANCELLATION AND MODIFICATION. Orders may be canceled by Buyer only upon (1) written or oral notice to the Seller subscfuently capted in writing by the Seller and (2) payment io the Seller of reasonable cancellation charges to be solely determined by the Seller. 6. CREDIT. Credit payment terns nnrst have the prior approval of the Seller's Credit Department and must he specified in writing on the Seller's invoicing document, If at tiny time Buyer's financial responsibility becomes impaired or unsatisfactory to the Seller, Seller reserves the right to stop shipment. on notification to Buyer and to dernand 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 tau or odor 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 vacs 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 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 narking shipments. The Buyer shall be liable for tiny added expenses incurred by the Seller because of Huyer's delay in furnishing requested information to the Seller, delays resulting from order changes by the Buyer, or delay in unloading shipments tit delivery point that arc 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, stornis, 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 fauilities, transportation service or equipment shortages or failures, action of any governmental authority or other conditions beyond die Seller's reasonable control. 9. SHIPMENT COSTS. Unless otherwise specified on the Seller's invoicing document, all transportation charges, including. but not limited to, carrier', charges for notification prior to deliver, demurrage caused by Buyer, delay tit unloading, diversion, or reconsignment will be paid by the Buyer. ill. TILINSPORT RISKS AND CLAIMS. Risk of loss and title to Pro ducts transfers to the Buyer upon delivery at the F.O.H. point identified on the Seller's invoicing document. On receipt of title. the Buyer is then responsible for proper protection of Product, and compliance with all regulations and ordinances and will ntdeni nify the Seller against all claims for personal injuries or properly 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 beliore or during unloading to identify any such damage or shortage and see dial appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. 11. WARRANTY. The Seller warrants only that it will convey good title to the product and that, at the time of shipment, the product will conform to the published specifications of the Seller. Seller's specifications tare subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND, EXPRESSL:D OR IMPLIED, IS MADE BY SELLER, INCLUDING ANY IMPLIED WARRANTIES OF.MERCHANTABIL.ITY 012 FITNESS FOR A PARTICU- LAR PURPOSE. Failure o1'the Buyer witting thirty (30) days after receipt of the Product delivered hereunder to give notice that such product is not as so warranted shall bean unqualified acceptance of such prouct and a waiver of all claims with respect thereto. In the event of an alleged breach hereof by the Seller, the sole remedy available to the Buyer on account of any defect in the product stall he limited to the replace- ment of such defective product by the Seller. In the event the remedy provided herein shall be (ILemed to have failed its essential purpose, then the Buyer shall he entitled only to a refund of the amounts paid to the Seller for such defective Product. I 12. LIMITATION OF LIABILITY. THE BUYER SHALL NOT BE ENTITLED TO RECOVER FROM SELLER INCIDENTAL OR CONSEQiJENTIAL DAMAGES OR EXPENSi1.8, INCLUDING. BUT NOT LIMITED 'I'O, TIiOSI's .INCURRED ON ACCOUNT OF THE QCIAI,PI'Y OR AMOUNT OF PRODUCT DELIVERED OR THE NON DELIVERY OF PRODUCT. The Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other substances or otherwise. 13. PATENTS. The Seller agrees to defend and protect the Bayer 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. 14. SECURITY INTEREST. The Buyer hereby grants to the Seller and the Seller hereby retains a security interest in all Products furnished by the Seller and the proceeds thereof, until the purchase price Therefore is fully paid. Buyer agrees to execute such financing >tincinerits and other documents as 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 overred by the Law, of the State of Kansas provided that delivery terns shall he governed by INCOTERMS as puhli.shod by the international Chamber of Commerce. t6. ASSIGNABILITY. Any agreement based on the acceptance of this offer shall not he assignable by the Buyer without the prior written consent of Ore Seller and any purported assignment without such consent shall be void. 17. ENTIRE AGREEMENT. If accepted, this offer and the terms on the Sellca's invoicing document constitute the entire agrccrneat of sale and purchase of the product named herein. No modification of this Agreement shall be of any force or effort unless in writing and signed by the parties sought to be bound thereby, and no modification shall be effected by the acknowledgment or acceptance of purchase order forms contaming 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 rt 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 12/31/2007 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 12/31/200', 70120547 $1,458.67 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 074298 WARRANT ALLOWED 358765 Q'� IN SUM OF PJORTH AMERICAN SALT C{(} PO BOX 277043 ATLANTA, GA 30384 0 Carmel Water Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO INV ACCT AMOUNT Audit Trail Code J 7d 1 20547 01- 6180 -03 $1,458.67 Q vr�`• -25 C�t.4,l�c 1`- 1�tZ•4 Q bbl `tag �t• t�\�o 03 114 3-5 It t�`1K'3 o1.�t D3 1�RL,. •L\ 1 o i Cq�pt of 1�1 L�� 1 Llti-Ll (r- L.0 1I 3 3 fit. \BO o3 t LN q• 3 3 of l lSU•p5 19 I n D\ is\ l ll Z.ls� 6 3 1 ak'L- Ao'n Iq 3t .a3 li 4qz cI.C,) Iqs -q.S, 1i t�t•t \�6�t+� 6t1�1�'t3 Voucher Total Cost distribution ledger classification if claim paid under vehicle highway fund North American Salt Company A Compass Minerals Company INVOICE PagL. 1 of i PLEASEREN9TT0: FEDERAL 00: PAYWOMTEffMB INVCW -E DATE INYOIGemfinem AnA A ?GA 4- 48- 1047 632 NET 60 DAYS 1 12/6/2007 70101814 SOLD TO: 4621291 C54512 SHIP TO: 5058081 CSM514 •CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST STREET 5484 E. i 26TH STREET UNITED �TA`fES OF AMERICA UNITED tUTES O AMERICA 9f�PEDPfl�d DATE5HUMED CUSTCRMHPD OLLCrLA ORDERWUMBER ORDERTYPE IM5 AUGUSTROB66NSSONS 12105/07 W0703W 121327 1 121327 SO CARDER HNUTRUM0 el'3tB Mum Try PE 1 rwu%GwTE16YS T�ImtoRY 76599 SHIPPING POINT DELIVERED TRUCK B22 TAX STAT US TAXID® RELEASER SALES REP EXEMPT 00312DISW B22 PRODUDT DEEDFOPTM TAX QUAWnTY UOM UNFT PME EXTENDED PRICE 7517 BULK COARSE LA SALT Y 25.3400 TN 58.37 1,476.78 SUNFAARY: PRODUCT 1,476.76 FREIGHT a FUEL SUBTOTAL 1,476.76 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 50,600.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-000-743-725B THANK YOU FOR YOUR ORDER PLEASE PAY >!P, WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,476.76 Thk Sam of Goods m a u bp c t b etaTammandGondtbrmaf Sam on Bha cam=vkb of mm Invoka CREDIT NOTE US Gondabrtaat'.Cat .%Mwa ,dw".nautsom). IN US DOLLARS TERMS AND CONDITIONS OF SALE ,i 1. OFFER. No terms stated by Buyer in its bid, Purchase Order. acknowledgi rient. or other form shall be hinding 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 ditTereit terms in Buyer's bid, Purchase Order, acknowledgment, or other forms. THE' SELLER'S PROPOSAL IS EXPRESSLY LIMiTED TO ACCEP'T'ANCE UPON THE TERMS AND CONDITIONS C'ONTMNED HEREIN. 2. PAYMENT. Buyer agrees to make payment at Seller's location and as the time apcciiiecl on the Seller's invoicing document in lawful nnatey 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. I 3. PAST DUE ACCOUNTS. A finance charge of the lesser of 1.5% per month (I Ml, APR) or the highest rate permitted by law will he assessed on all past due account%. Interest charged on a past due invoice: will be assessed from the (late of the invoice. 4. PRICES. EXCEPT AS OTHERWISE SPECIFIED iN THIS OFFER. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED. UNLESS OTHERWISE SPECIFIED IN THIS OFFER, AT THE SELLER'S PRICE IN EFFECT ON THE SCHF.,DUI,ED DATE OF SHIPMENT, Prices on the invoicing document are net of all applicable discounts and promotional allowances. Any quc, lions by the buyer, about the hasis or accuracy of this pricing must be suhmitied to the seller in writing within 60 days of the date of the invoice, 5. CANCELLATION AND MODIFiCN17ION. Order, relay be canceled by Buyer only upon (1) written of oral notice to the Seller subsequently accepted in writing by the Seller and (2) payment to the Seller of reasonable cancellation charges to be s•iloly 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 Scllcr's invoicing document, If at any time Buyer's financial responsibility becomes impaired or unsatisfactory to the Seller, Seller reserves thesight to slop shipment, on notification to Buyei and to demand payment in advance or ad the time of delivery for future deliveries or to require other security satisfactory to the Seller, an(] 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, maruafacare, delivery, storage. consumption, :ale, use or shipment of Products ordered or sold will be charged to and paid by the Buyer, Such taxes ai c not covered in'the Seller's price. 13. DELAYS. All orders are accepted sul ?jeer to the Seller's ability to make delivery at the tirne and in the quantities specified, and the Seller shall not he liable, for damages for failure to make partial or complete shipment or for the delay in making shipments. The Buyer shall be liable for any added expenses incurred by the Seller because of Buyer's delay in furnishing requested information to the Seller, delays resulting front order changes by the Buyer, or delay in unloading shipments at delivery point that are the fault of Buyer. The Seller shall not he liable for delay's or defaults in delivery caused by forces heyond its control including but not limited to floods, tires, storms, or other aces of (.rod, by war or act of public enciny (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 C.Os'1's. Ogles, otherwise specified on the Seller's invoicing document, all transportation charges, including, but not limited lo, carrier's charges for notification prior to deliver, denurage caused by Buyer, delay in unloading, diversion, of reconsignmeut will be paid by the Buyer. 10. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Product% tratnsfeis to the Buyer upon delivery at the F.0.13, point identified on the Seller's invoicing document. On receipt of title, the Buyet is then responsible for proper protection of Products and compliance with all regulations and ordinances and will inderunify the Seller against all claims for personal injuries or properly 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 daring 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 it claim. 11. WARRANTY. The Seller warrants only that it will convey good tide to the product and that, tit the lime of shipment. the product will conform to the published specifications of the Seller. Seller's specifications are subject to change, at any lime without notice to Buyer. NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPL11i1), iS MADi.; BY SELLER, iNCL.UDiNG ANY IMPLIED WARRAN'T'IES Oi'T 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 shalt he an unqualified acceptance of such product and a waiver of all claims with respect thereto. I in the event of an alleged breach hereof' by Ilte Seller, the sole remedy availanda to the Buyer on account of any defect in the product shall be limited to the replace- ment of such defective product by the Seller. in the event the remedy provided herein shall be deemed to have failed its essential purpose, then the Buyer shall he entitled only to a refund (A'the amounts paid to the Seller J& such defective Product. 12. Id1STi•I'ATION Ole LIABiLITY. TFII'i BUYER SHALL NOT BE ENTITLED TO RECOVER FROM SELLER INCIDENTAL. OR CONSEQUENTIAL DAMAGES OR EXPENSES, INCLUDING. BUT NOT LIMITED TO, THOSE, INCURRED ON ACCOUNT Of' THE QUALITY Olt AMOUNT OF PRODUCT DELIVERED OR THE NON-DELIVERY OF PRODUCT. The Bever assumes all risks and liability for any damage to persons of property resulting (torn the use ref Ilse product delivered hereunder in tnanufa dining processes of the Buyer or in combination with other substunces or otherwise, 13. PATENT& The Seller agrees to defend and protect the Buyer against loss or damage arising out o1' legal action for direct patent infringement in conneetion with the Seller's manufacture of Product, provided the Seller is notified promptly of any such action with complete; information and is given an opportunity to defend. 14. SECURI'T'Y IN'1'F,REST. •The Buyer hereby grants to the. Seller and the Seller hereby retains a sec:urily interest in all Products furnished by the Seller and the proceeds thereof, until the purchase price. thcrefbro is fully paid. Buyer :agrees to execute such financing statements and other doc•urnents as Seller may determine io he necessary to perfect such security interest. 1-4. GOV'ERNI'NG LAW. Any agreen'101i based oil the acceptance of this offer shall be construed in accordance with and governed by the Laws of the Slate of Kansas provided that delivery terms shall be governed by INCOTERMS as published by the International Chamber of Conitnerce, 16. ASSIGNABILITY. Any agreement based on the acceptance of This offer shall not be ussignable by the Buyer without the prior written consent of the Seller and any purported assignment without such consent shall be void, l7. ENTIRE AGREEMENT. if accepted, this offer and tite terms on the Seller's invoicing document constitute the entire agreement of sale and purchase of the product named herein, No modification of this Agreement shall be of any force or effort unless in writing and signed by the parties sought to be bound thereby. and no modfication shall be effected by the acknowledgment or acceptance of purchase order forms containing different terms or conditions. I w North American Salt A y Compan INVOICE A Compass Minerals Company Page -1ofi PLEASEFFEN7'0: FED MAL ID4: F'M1tEMTERt.53 I nwou-E DATE INvor- eNumeR a nANTA ?G awe4 -7o43 48- 1047632 N E T 60 DAYS 12 1 70109487 SOLD TO: 462129 SHIP TO: 59 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 1 26TH STREET UNITED SVfES OF AM ERICA Uh fTEEDLS�T IN OF AMERICA winn"W1 OATS $ilPV M cuwa'AEN GO OLL Cv LAMM 0fwzHt iM[wH CRDENTYP2 lows RUGUSTROMMSSONS 12113/07 W0703W 124889 1 124889 SO CAftRMH NWLfTRUCKO Emova7YHf TYFY P.011 PNEifd9f TUMMS TB4P97QRY 7659 SHIPPING POINT DELIVERED TRUCK B22 VAa3TATL% TAXIDO NELeASE B SALES REP EXEMPT 0031201550 1322 I PRODUCT DEBCFUPTM TAX QUANTITY UMI UMT PFWE EXTENDED PRCE 7517 ERJLK COARSE LA SALT Y 25.22 Ttl 59.37 1,472 -09 SUMMARY: PRODUCT 1,472.09 FREIGHT FUEL SUBTOTAL 1,472.09 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 50,440.0000 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 1,472.01 mm si, atOoodalanal ctb8' aTermnandG�7d° A�nsal5aloenLHatavarmev J�afthklxat¢ CREDIT MOTE rr�m sco„�of.�� s,- mx�,w.nase.c+n,} 111111SDOLLARS US TERMS AND CONDITIONS OF SALE I. OFFER. No teens stated by Buyer in its hid, Purchase Order, acknowledgiuctt other fortn shall be binding upon the Seller except as expressly agreed in writing by the Seller. Buyer is hereby notified of the Seller's objection to and rejection of any additional or different terns it) Buyer's bid, Purchase Order, acknowledgment, or other forms. THE SEi.T.ER'S PROPOSAL IS EXPRESSLY LIMITED TO ACCEPTANCE UPON THE TERMS AND CONDITIONS CON HEREIN 2. PAYMENT. Buyer agrees to make pa ynicnt at Seller', location and at the time Specified on the Srl(cr's invoicing document in lawful money of the U.S. 'pile Seller may, in in sole judgrient, require such other payment teens as it deems appropriate, including full or partial payment in advance of shipment or by letter of credit. 3. PAST DUE ACCOUNTS. A finance charge of the lesser of 1.54 per month (i Rr:'r, APR) or the highest rate permitted by law will be assessed on all past due accounIS. Interest shagged tin it past due invoice will he assessed from the date, of the invoice. 4. PRICES, EXCEPT AS OTHERWISE SPECIFIED IN THIS OFFER. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED. UNLESS OTHERWISE SPECIFIED IN THIS OFFER, ATTHE SELLER'S PRICE IN EFFECT ON THE SCHEDULED DAPE OF SHIPMENT. Prices on the invoicing, document arc net of all applicable discount and promotional allowances. Any questions by the buyer. about the basis or accuracy of this pricing must be submi €led to the seller in writing within 60 days of the date of the invoice. 5. CANCI'.LLATION AND AMODiFiCV110N. Orders may ire canceled by Buyer only upon (1) written or oral notice to rile Seller subsequently accepte(t in writing by tiie Seller and (2) payment to the Seller of reasonable cancellation charges to he solely determined by the Seller. 6. CkED1T. Credit payment terms roust 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 Lime Buyer's financial responsibility becomes imlraired err unsatisfactory to the Seller, Seller reserves the right to stop shipment, on notification to t3uye1 ;ald to dernand payment in advance Or at the time of delivery for future deliverich or to requite other security satisfactory to the Seller, and in rile absence thereof, to cancel, without liability, the unfilled portion of this contrail. 7. TAXES. Any tax or other governmental charge now or hereafter levied upon production, severance, inanufaicture, delivery. storage, consumption, ,ale, 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 tire Seller's ability to snake 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 change~ by the Buyer, or delay in unloading shipments at delivery point that are the fault of Buycr. The Seller shall riot he liable for delay., or defaults in delivery caused by forces beyond its control including but not limited to floods. tire%, stones, or other arts of God, by war or act of public enemy (or civil (hsturbance), strikes. 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 conditions beyond the Seller's reasonable control. c). SHIPMENT COSTS. !sinless otherwise specified on the Seller's invoicing document, all transportation changes, including, but not limrited to, carrier's charges for notification prior to deliver. demurrage caused by Buyer, delay in unloading, diversion, or reconsignment will be paid by the Buycr. to. 'TRANSPORT RISKS AND CLAINIS. Risk of loss and title to Products transfers to the Buyer upon delivery at the F.O.B. point identified on the Seller's invoicing document. Oil receipt of'tide, the Buyer is then responsible for proper protection of Products and compliance with all regulation; and ordinances and will fndeimtify the Seller against all slain- for personal injuries or property damage arising, from the stortoe, 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 tadoadinv, to identify <ny such damnagc or shortage and sce 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 clahn, IL WARRANTY. The Seller warrants only that it will convey good title to the product and that, at the little of shipment, the pio duct will conform to the published specifications of the Seller. Seller's specifications are subject to change of any tirne without notice to Buyer, NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, 1S MADE BY SELLER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICU- LAR PURPOSE. Failure of the Buyer wishing thirty (30) days after receipt of the Product delivered hereunder to give notice that such product is not as so warranted shall be an unqualified acceptance of such product and a waivor of all claims with respect thereto. In the event of an alleged herarf by tine Seller, the silt; remedy available to the Buyer on account of any defect in the product shall he limited to the replace- ment of such defective product by the Seiler. In the event the remedy provided herein shall tx 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. IA MITATION OF LIABILITY. THE BUYER SHALL NOT BE ENTITLED TO RECOVER FROM SELLER INCIDENTAL OR CONSEQUENTIAL DA.N1ACiES OR EXPENSES, INCLUDING, BUT NOT LIMITED TO, THOSE. INCURRED ON ACCOUNT OF THE QUALITY OR AMOUNT OF PRODUCT DELIVERED OR THE NON DELIVERY OF PRODUCT The Buyer assumes all ri,ks and liability for any damage to persons or property resulting from the use of the product delivered hereunder in manufacturing processes of file Buyer or in combination with other substances or otherwise. 13. PATENTS. The Seiler agrees to defend and protect the Buyer against loss or damage arising out of tegal action for direct patent infringement in connection with the Seller's manufacture. of Product, provided the Seller is notified promptly of any such action with complete information and is given an opportunity to defend. 14. SECURITY INTE'REST. The Buyer hereby grants to the Seller and the Seller hereby retains a security interest in all Products furnished by tile Seller and the proceeds thereof, until the purchase price therefore is fully paid. Buyer agrees to execute such financing statements and other documents as Seller may determine to be necessary to perfect such security interest. 15. GOVERNING LAW Any agreement based On the acceptance of this offer ,hail he construed in accordance with and governed by the Lim, of rile State of Kansas provided than delMry terms shall be governed by iNCOTF.,RRM as published by the International Chamber of Commerce. 16. ASSiGNA1111.11 Y. Any a based on the acccprance; of this offer shall not be assignable by the Buyer without the prior written consent of the Seiler and any purported assignment without such consent shall be void. 17. ENTIRE, AGREE. MENT. If accepted, this offel and the terms on the Seller's invoicing document constitute the entire agreement of sale and purchase of the product named herein. No modification of this Agreement shalt he of any force or eifort unless it) wrilim, and signed by the parties Sought to he hound therchy, and no modification Shall be effected by the acknowledement or acceptance of purchase order forms containing different terms or conditions. r� f 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 12/27/2007 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 12/27/200; 70101814 $1,476.76 ij 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 074276 WARRANT ALLOWED 358765 IN SUM OF NORTH AMERICAN SALT PO BOX 277043 ATLANTA, GA 30384 Carmel Water Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO INV ACCT AMOUNT Audit Trail Code 70101814 01- 6180 -03 $1,476.76 i 7 0109q?7 6[ )Ko b3 lq Z) i i I i Voucher Total Q� Lj g g5$1 6.76 Cost distribution ledger classification if claim paid under vehicle highway fund