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HomeMy WebLinkAbout199385 07/20/2011 CITY OF CARMEL, INDIANA VENDOR: 359584 Page 1 of 1 ONE CIVIC SQUARE BRENNTAG MID SOUTH INC CHECK AMOUNT: $2,878.56 CARMEL, INDIANA 46032 3796 RELIABLE PARKWAY L o .o CHICAGO IL 60686 CHECK NUMBER: 199385 CHECK DATE: 7/20/2011 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 601 5023990 45996 555.00 OTHER EXPENSES 2201 R4350400 21432 BMS036542 774.52 REFLECTING POOL CHEMI 2201 R4350400 21432 BMS039682 774.52 REFLECTING POOL CHEMI 2201 R4350400 21432 BMSO42839 774.52 REFLECTING POOL CHEMI INVOICE BMSO45996 INV DATE: 7/11/11 PAGE 1 OF 1 DUE DATE: 8/10/11 SOLD TO: SHIP TO: CITY OF CARMEL UTILITIES CARMEL WATER, PLANT 5 3450 WEST 131ST STREET 5484 E. 126TH STREET CARMEL IN 46074 CARMEL IN 46032 FEDERAL ID 610504545 DATE SHIPPED: 7/11/11 TERMS NET 30 DAYS B/L 772737 -00 SHIP WHS: 29 SALESPRSN: 294 CUSTOMER 407542 SHIP VIA: OUR TRUCK PKG CUSTOMER PO VERBAL FOB DELIVERED TAX EX# 356000972 -001 -9 UNITS SHIPPED PROD WGT /GAL TOTAL QTY UNIT PRICE EXTENDED 1. 0000 253418 11.870 2000.0000# .2650 530.00 2000.0000 CYL CHLORINE, LIQUID (BMS ONLY) >A RPK QUESTIONS, CALL 317 -898 -8632 REMIT TO ADDRESS: BRENNTAG MID SOUTH, INC 3796 RELIABLE PARKWAY CHICAGO IL 60686 -0037 MERCHANDISE 530.00 INS SEC SURCHARGE 25.00 PAID ON OR PRIOR TO 8/10/11 INVOICE TOTAL 555.00 PAID AFTER 8/10/11 INVOICE TOTAL 566.1.0 Original Document �,s 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 359584 BRENNTAG MID -SOUTH INC Purchase Order No. 3796 RELIABLE PARKWAY Terms CHICAGO, IL 60686 -0037 Due Date 7/14/2011 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 7/14/2011 45996 $555.00 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 7//S Z, Date Officer VOUCHER 111809 WARRANT ALLOWED 359584 IN SUM OF BRENNTAG MID -SOUTH INC 3796 RELIABLE PARKWAY WAS CHICAGO, IL 60686 -0037 OPERAnONS Carmel Water ,Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO INV ACCT AMOUNT Audit Trail Code 45996 01- 6180 -03 $555.00 Voucher Total $555.00 Cost distribution ledger classification if claim paid under vehicle highway fund Brenntag Mid South, Inc B R E N N TAG a 1405 Highway 136 W P.O. BOX 20'' Henderson, Kentucky 42419 -0020 INVOICE BMS036542 INV DATE: 6/21/11 PAGE 1 OF 1 DUE DATE: 7/21/11 SOLD TO: SHIP TO: CARMEL STREET DEPARTMENT CARMEL STREET DEPARTMENT ONE CIVIC SQUARE REFLECTING POOL CARMEL IN 46032 THIRD AVE. 126TH STREET CARMEL IN 46032 FEDERAL ID 610504545 DATE SHIPPED: 6/21/11 TERMS NET 30 DAYS B/L 751631` f S HIP WHS 29 SALESP RSN,:_29_4 CUS'lOME 897255 SHIP VIA: OUR TRUCK PKG CUSTOMER PO VERBAL FOB DELIVERED TAX EX# 0031201550 -020 UNITS SHIPPED PROD WGT /GAL TOTAL QTY UNIT PRICE EXTENDED 329.5847 365998 10.140 329.5847G 2.3500 774.52 1.0000 G BULK SOD HYPOCHLORITE 12.50 DRUM OFF -330 G POLY TOTE>A BLK PO #17572 FOR 2008 QUESTIONS, CALL 317 -898 -8632 REMIT TO ADDRESS: BRENNTAG MID SOUTH, INC 3796 RELIABLE PARKWAY CHICAGO IL 60686 -0037 MERCHANDISE 774.52 PAID ON OR PRIOR TO 7/21/11 INVOICE TOTAL 774.52 PAID AFTER 7/21/11 INVOICE TOTAL 790.01 Original Document Atlanta, GA Columbus, OH Indianapolis, IN Miami, FL St. Louis, MO Bartonville,IL Georgetown, KY Kansas City, MO Nitro, WV Tampa, FL Calvert City, KY Greeneville, TN Kennesaw, GA Orlando, FL Terre Haute, IN Chattanooga, TN Henderson, KY Louisville, KY Springfield, MO Valdosta, GA Clearwater, FL; Huntsville, AL Memphis, TN St. Albans, WV ALL SALES SUBJECT TO AND GOVERNED BY THE TERMS AND CONDITIONS SET FORTH ON THE REVERSE SIDE GENERAL TERMS AND CONDITIONS OF SALE 1. ENTIRE AGREEMENT. These General Terms and Conditions of Sale and any Seller's Credit Application 9. DELIVERY. 9.1 Unless otherwise agreed in writing by Seller: (a) all prices are net, FOB carrier, Seller's signed by Buyer (collectively the "Agreement constitute the final expression of the agreement between warehouse; and (b) title to and risk of loss of the Products shall pass to Buyer at F.O.B. point, Seller Is nor Buyer and Seller with respect to the subject matter hereof and a complete, fully integrated and exclusive responsible for any loss, damage, or delay that may occur after Products have been accepted for shipment statement of their agreement in this regard and there are no understandings, agreements, covenants, repre- by the carrier. Claims for shipping damages must be made directly with the carrier. Applicable taxes, duties, sentations or warranties of any kind, express or implied, nor expressly set forth herein. No provision of any foreign exchange, and other charges shall be calculated at the rare in effect at the time of transfer of title to purchase order or other document issued by Buyer shall alter or add to the terms of this Agreement, and any Buyer. 9.2 The Buyer shall cooperate fully with Seller's efforts to deliver Products, and shall be appropriate such provision shall be void and of no effect. No modification of this Agreement by Buyer will be binding ly prepared to safely and promptly receive Products when delivered. 9.3 Buyer is responsible for checking all unless it is in writing and is signed by an authorized representative of Seller, and no modification of this Products to ensure that the correct volume, concentration levels, and type of Products have been received. Agreement shall be effected by the parties' course of dealing, usage. or trade custom. By taking delivery of Any shortage, excess, mis- shipment, or defect in any Products must be. reported to Seller within seven (7) any product from Seller "Products Buyer shall be conclusively deemed to have accepted and assented to days of receipt of the Products by Buyer. Seller shall not be responsible for any claim for shortages or failure these General Terms and Conditions of Sale. In the event that Buyer and Seller engage in any electronic to meet specifications after this time. In the case of bulk carload or tank car shipments. Seller's weight shall transactions, including, but not limited to, electronic data interchange or facsimile exchanges, such electron- govern, absent manifest error. 9.4 Buyer shall provide adequate access to on site tanks, or other suitable is exchanges shall be considered as valid and legally binding and shall be subject to these General Terms receptacles, to allow for the efficient unloading of the Products, 9.5 Late delivery or failure to supply shall in and Conditions of Sale. no event entitle Buyer to vary or cancel this Agreement, or to claim damages in respect thereof. Delivery of 2. SEPARATE TRANSACTIONS. Each shipment shall constitute a separate and independent transaction and Products to Buyer's location shall constitute delivery to Buyer; and all risk of loss or damage shall thereupon Seller may recover for each such shipment without reference to any other. If Buyer is in default of any term be assumed by Buyer. 9.6 Upon Buyer's reasonable request, Seller may, at its option, assist Buyer in load or condition of this Agreement, Seller may at its option, without waiving its right to terminate this Agreement, ing or unloading Products, but such assistance will he rendered at Buyer's sole risk. allYER SHALL deter further shipments hereunder until such default is remedied (in which event Seller may elect to extend DEFEND, INDEMNIFY AND SAVE SELLER GROUP HARMLESS FROM AND AGAINST ANY LOSSES, the term of this Agreement for a period of time equal to the period of time during which shipments were so DAMAGES, INJURIES, LIABILITIES, ACTIONS, CLAIMS OR PROCEEDINGS OF WHATEVER NATURE deferred), or, in addition to any other right or remedy at law or in equity, Seller may decline further perform- ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH THE LOADING, DELIVERY OR UNLOAD ance of this Agreement. Seller may furthermore delay or refuse to ship Products to Buyer it Buyer delays ING OF THE PRODUCTS, WHETHER OR NOT BASED ON SELLER GROUP'S ACTS OR OMISSIONS, delivery or it in Seller's opinion the sale of Products may result in an envirormental, health or safety danger 10. DEMURRAGEAND BUYER'S DELAY. If Products are shipped in tank wagons or hopper trucks furnished or hazard. It, in the judgment of Seller, the financial responsibility of Buyer shall at any time become impaired, by a carrier, ali charges made by the carrier for detention at destination shall be for Buyer's account and shall Seller may cancel any unfilled orders and /or decline to make further deliveries under this Agreement except be payable to Seller. Buyer shall unload and return delivery equipment to the carrier within the tariff or con upon receipt, before shipment, of payment in cash or satisfactory security for such payment- tracted period without incurring any demurrage and/or detention charges. If delivery of Products is delayed 3. PRODUCTS RETURNS. No Products sold hereunder shall be returned to Seller without Seller's prior writ- or prevented by circumstances caused by Buyer including, without limitation, by Buyer's inability to accept ten permission. Approved Product returns shall be subject to a restocking charge equal to 25% of the then delivery, Buyer shall pay all costs associated with the delayed delivery, storage of the Products, insurance, current sale price FOB Seller's warehouse as indicated in the Product return approval, with return freight and any costs incurred by Seller in making further attempts to deliver the Products, charges for Buyer's account For Products that cannot be returned, Seller may, in its discretion, provide Buyer 11. REVISION OF PRICE. Seller shall have the right to revise the price of any Products by written notice to with assistance or regulatory issues, disposal options and cost estimates. Buyer. In the event Seller is prevented by any governmental restriction from increasing any price herein or 4. WARRANTIES. 4.1 Subject to clauses 4 2, 4.3 and 4.4, Seller will replace, if necessary any Product that from continuing any price already in effect, Seller may terminate this Agreement upon fifteen (15) days prior does not meet the specifications (if any) provided by Buyer, or if none, the manufacturer's specifications. written notice to Buyer. Seller may, at its sale option, elect to credit Buyer for the purchase price of any defective Products in lieu of 12. PAYMENT; PRICE AND NON -PRICE CHARGES; CREDITS. 12.1 Until a specific order is accepted by replacement 4.2 Replacement of, or credit far, defective Products is subject to and conditional upon: (a) Seller, quoted prices are subject to change without notice. Orders may not be cancelled once accepted by Buyer's account with Seller being current and in good standing; (b) receipt of written notice from Buyer with- Seller. Seller reserves the right to correct any clerical or mathematical errors. 12.2 Unless otherwise agreed in seven (7) days of delivery of any Product that does not meet specifications; (c) provision of independent in writing by Seller, payment terms are Net 30 days. All payments due hereunder shall be made to Seller in evidence satisfactory to Seller that the Product does not meet specifications: (d) the provision of a sample of lawful money of the United States at the location indicated on Seller's invoice. Acceptance by Seller of sales the Product to Seller for testing; (e) proper storage of the Product in accordance with Seller's or manufactur- drafts, checks or other forms of payment Is provisional only and is subject to immediate collection of the full er's instructions; (f) decontamination of storage receptacles in accordance with statutory regulations and use face amount thereof. Buyer agrees to pay all taxes (if any) upon the sale, delivery, storage, and use of the of best practices prior to placing any Products in the receptacle; and (g) use of the Products for their intend- Products. Buyer shall reimburse Seller for all taxes, increases in or new taxes, excises or other charges ad purpose. 4.3 This Warranty excludes damage to or alteration of Products arising from circumstances out- which Seller may be required to pay to any government (national, state, or local) upon, or measured by, the side the control of Seller, including, without limitation, mixing of other chemicals or products 4.4 Buyer agrees production, sale, transportation, or use of, any Products sold hereunder. 12.3 if Buyer does not pay on time, to use the Products in accordance with: (a) any instructions provided to it by Seller from time to time; (b) all Seller may: (i) place Buyer on C.O.D.; (ii) suspend deliveries; and/or (iii) charge interest at a rate of 2% per federal, state. and local laws and regulations governing the storage, use, and maintenance of the Products; month (24% per annum), or the maximum allowed under applicable law, if less, on all overdue charges and and (c) best industry practices. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS interest. 12.4 Buyer shall pay the lees and prices set forth in this Agreement and any other special non -price On IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF charges (including temporary emergency, plant outage, insurance and fuel and energy surcharges) that MERCHANTABILITY, NON INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. Determination Seller may assess, from time to time. Non -price charges are not subject to the provisions of Paragraph 11 of the suitability of the Products supplied hereunder for the uses and applications contemplated by Buyer and and may be amended or added at Seiler's discretion. Any credit issued by Seller to Buyer on account of others shall be the sole responsibility of Buyer. The warranty in clause 4.1 constitutes Buyer's sole remedy Products may only be applied against future purchases by Buyer and will not be paid in cash. Any such cred- and Seller's sole obligation with respect to Products furnished hereunder. it will expire one (1) year after the date of issuance, and Seller will have no obligation with respect thereto in 5. CLAIMS. No claim shall be allowable after any Product has been processed in any manner, and all claims the event that Buyer does not apply the credit against the cost of purchases from Seller prior to such expiry on account of defect in quality, or loss of, damage to, or shortage in quantity of, the Products shall be deemed date. to be waived by Buyer unless made in writing within seven (7) days from the date of receipt at destination. 13. FORCE MAJEURE; ALLOCATION OF PRODUCTS. 13.1 Seller shall not be liable, in damages or other No action, regardless of form, arising out of the sale or delivery of Products hereunder, may be commenced wise, for delay or impairment or failure of performance by reason of causes beyond Seller's control includ- by Buyer more than one (1) year after the occurrence of the event giving rise to such cause of action. ing, without limitation, claims of force majeure, allocation of Products, work stoppages, slow- downs, plant clo- 6. LIMITATION OF LIABILITY; Limitation of Damages; Remedies BUYER ASSUMES ALL RISKS AND sures, or price increases by Seller's suppliers, strikes, labor difficulties, shortage of fuel, power, raw mater- RESPONSIBILITY RESULTING FROM THE HANDLING, USE, STORAGE, OR RESALE OF THE PROD- als or supplies, inability to obtain shipping space, transportation delays, fire, floods, accidents, vials, acts of UCTS, WHETHER USED SINGLY OR IN A COMBINATION WITH OTHER PRODUCTS. SELLER God, war or terrorism, governmental interference or embargo, and Buyer waives any right to assert a claim ASSUMES NO OBLIGATION OR LIABILITY FOR THE TECHNICAL ADVICE GIVEN BY SELLER WITH against Seller in respect thereof. 13.2 If, at any time, in Seller's opinion there is a period of shortage of sup REFERENCE TO THE USE OF THE PRODUCTS OR THE RESULTS WHICH MAY BE OBTAINED THERE ply of Products for any reason, Seller may allocate its inventory between Buyer and Seller's other customers FROM, AND ALL SUCH ADVICE IS GIVEN AND ACCEPTED AT BUYER'S SOLE RISK. BUYER WAIVES in its sole discretion with no liability on Seller's part for failure to deliver the quantity or any portion thereof ALL CLAIMS AGAINST SELLER FOR CONSEQUENTIAL DAMAGES. LOSS OF OR DAMAGE TO GOOD- specified oo any order, and Buyer waives any right to assert a claim against Seller in respect thereof. WILL. LOSS OF PROFITS OR BUSINESS OR ANY OTHER DIRECT. INDIRECT, SPECIAL, INCIDENTAL, 14. SHIPPING METHODS AND SCHEDULES. Unless at the time of Buyer's acceptance of Seller's quota PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF SELLER HAS BEEN ADVISED OR HAS NOTICE OF tion, Buyer specifies in writing the desired method of transportation (air express, motor freight, etc.), Seller THE POSSIBILITY OF SUCH DAMAGES, AND BUYER AGREES TO DEFEND, INDEMNIFY AND HOLD will use its judgment in selecting the carrier and route. Delivery schedules are estimated and assume timely SELLER, ITS SUBSIDIARIES, AFFILIATED COMPANIES AND THEIR RESPECTIVE EMPLOYEES, receipt of all necessary information and documentation from Buyer, and Seller assumes no responsibility for DIRECTORS, OFFICERS AND AGENTS (COLLECTIVELY "SELLER GROUP HARMLESS FROM AND delays. If Buyer delays delivery of any Products, Seller may invoice Buyer for such Products, and hold them AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES. LIABILITIES, COSTS AND EXPENSES ARISING at Buyer's sole risk and expense pending instructions from Buyer. OUT OF SUCH USE, HANDLING, STORAGE OR RESALE. BUYER'S EXCLUSIVE REMEDY AND SELL- 15. GENERAL PROVISIONS. 15.1 If Buyer takes the benefit of or becomes subject to any provision of appli- ER GROUP'S TOTAL LIABILITY WHETHER TN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE cable bankruptcy or Insolvencytaw, have the right, by written notice, to immediately terminate this IN CONNECTION THEREWITH SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE PROD- Agreement. Seller may also erminate this Agreement, in addition to any other rights Seller may have at law UCTS WITH RESPECT TO WHICH SUCH CLAIM IS MADE. BUYER HEREBY SPECIFICALLY WAIVES or inequity, if within ten (10) days of being notified by Seller, Buyer has failed to remedy a monetary or any ALL OTHER RIGHTS, IF ANY, TO INDEMNIFICATION BY SELLER WHICH MAY BE AVAILABLE AT LAW, other default. 15.2 Buyer may not assign this Agreement without the prior written consent of Seller. For pur- INCLUDING INDEMNIFICATION UNDER STATE, FEDERAL, OR COMMON LAW. poses of this Agreement, assignment shall include any assignment by merger or other operation of law. This 7. SAFETY. 7.1 Buyer acknowledges that there may be hazards associated with the possession and use of Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns the Products and its containers and shall assume all liability resulting from, or in any way connected with, of each of the parties hereto. Buyer shall obtain a written assumption of this Agreement, in form acceptable their possession, transportation, handling, resale or use or their suitability for any particular use. Buyer to Seller, from any permitted transferee of Buyer. 15.3 This Agreement shall be governed by and enforced in acknowledges the hazardous nature of the Products, and that it has a duty to warn, protect and train as accordance with the laws of the state in which the Seller's corporate office is located without reference to its appropriate all persons who may be exposed to these hazards. Buyer also acknowledges that Seller has pro- conflict of law rules. Buyer, by taking delivery of any Products, shall be conclusively deemed to have con vided it with appropriate Material Safety Data Sheets) "MSDS"). Upon request of Buyer, Seller shall supply sented to personal jurisdiction in the afore mentioned state and to have waived any right to object to such Buyer with additional MSDS. Buyer understands that the Products must not be handled or used without first jurisdiction on any basis, including, but not limited to, forum non conveniens. The parties expressly waive consulting the MSDS. Buyer shall ensure that all of its employees and all other persons who might become their right to a jury trial. The parties also expressly exclude the application of The United Nations Convention exposed to the Products receive and refer to copies of the MSDS. 7.2 In the event that Seller elects to on Contracts for the international Sale of Goods to this Agreement. 15.4 Any notices required or given in con respond to an emergency involving Products sold by Seller, Buyer hereby consents to, and releases Seller nection with this Agreement shall be sent or delivered in writing. Notice shall be deemed given on the date Group.. from liability for, any actions Seller Group may take or fail to take in connection with such an emer- on which it is actually received or refused by the other party. 15,5 The waiver by either party of any of its rights gency. Buyer furthermore agrees to defend, indemnify, and save Seller Group harmless from and against all under this Agreement shall not be construed as constituting a precedent, and shall not in any way affect, limit losses, damages, injuries, liabilities, actions, claims, or proceedings of whatever nature, arising directly or or prevent such party's right thereafter to enforce and compel strict compliance with each and every term or indirectly in connection with such emergency, whether or not based on Seller Group's acts or omissions. condition contained herein. The acceptance by the Seller of any payment after the specified due date shall S. RETURNABLE CONTAINERS. Buyer acknowledges that all returnable containers shall remain the prop- not constitute a waiver of the Buyer's obligation to make runner payments on the specified due dates. Seller arty of Seller and shall not be used by Buyer for purposes other than the storage of Products delivered there- shall be entitled to recover its costs and expenses, including reasonable attorneys' fees, in any suit brought in by Seller. Buyer undertakes to return such containers to Seller promptly when empty, but in no event later by Seller in connection with this Agreement. 15.6 If any provision of this Agreement shall be held to be ilie- than ninety (90) days from the date of delivery. Buyer shall pay Seller's container deposit charges, as estab- gal or unenforceable, the legality and enforceability of the remaining provisions shall nct in any way be affect lished by Seller from time to time, and shall remit the amounts of such charges when making payment for the ed or impaired. 15.7 All specifications, formulae, drawings, illustrations, descriptive matter, and particulars Products delivered therein. Container deposit charges shall be refunded to Buyer upon return of the con- contained in Seller's catalogs, website and marketing documents (the "Descriptions') are indicative only, do lament provided they are returned to Seller in good and reusable condition (normal wear and tear excepted) not form part of this Agreement, and are not representations or warranties of any kind. No discrepancy within ninety (90) days of the date of delivery and have been used only for storage of the original contents. between the Products and the Descriptions shall entitle Buyer to rescind this Agreement or seek any com- It returnable containers are not returned in such condition within ninety (90) days of delivery, the deposit shall pensatior or damages. 15.8 Seller may vary or amend this Agreement by notice in writing to Buyer at any be forfeited and retained by Seller. In addition to the forfeiture of the deposit, Buyer shall be liable to Seller time. Any variations or amendments Including, without limitation any price Increases, will apply to all orders for an amount equal to the difference between the deposit and the replacement value of any returnable con- placed by the Buyer rifler the date of the notice. 15.9 If Buyer requests any amendment to this Agreement. tamer that is not returned to the Seller. Buyer accepts sole responsibility for the disposal of any containers in Seller may increase the price of Products to account for any increased costs occasioned ihereby.15.10 accordance with applicable law. Buyer agrees to defend, Indemnify, and save Seller Group harmless from Unless Buyer is authorized to distribute the Products delivered hereunder pursuant to a written agreement and against any and all claim, loss, damage, liability, cost, or expense arising from Buyer's handling, use, with Seller, the Products are supplied to Buyer for Buyer's' internal use only, and Buyer may not repackage, storage, or disposal of any container, resell or otherwise distribute the Products to third parties without the prior written consent of Seller. Brenntag Mid- South, Inc B R E N N TAG AME 1405 Highway 136 W P.O. BOX 20 Henderson, Kentucky 42419 -0020 INVOICE BMS039682 INV DATE: 6/28/11 PAGE 1 OF 1 DUE DATE: 7/28/11 SOLD TO: SHIP TO: CARMEL STREET DEPARTMENT CARMEL STREET DEPARTMENT ONE CIVIC SQUARE REFLECTING POOL CARMEL IN 46032 THIRD AVE_ 126TH STREET CARMEL IN 46032 FEDERAL ID 610504545 DATE SHIPPED: 6/28/11 TERMS NET 30 DAYS B�L!_# 751633.- 00 S-HI.P WHS -,.2.9 SALE.S.PRSN.__2.9A CUSTOMER 897255 SHIP VIA: OUR TRUCK PKG CUSTOMER PO#: VERBAL FOB DELIVERED TAX EX# 0031201550 -020 UNITS SHIPPED PROD WGT /GAL TOTAL QTY UNIT PRICE EXTENDED 329.5847 365998 10.140 329.5847G 2.3500 774.52 1.0000 G BULK SOD HYPOCHLORITE 12.5% DRUM OFF -330 G POLY TOTE >A BLK PO #17572 FOR 2008 QUESTIONS, CALL 317- 898 -8632 REMIT TO ADDRESS: BRENNTAG MID SOUTH, INC 3796 RELIABLE PARKWAY CHICAGO IL 60686 -0037 MERCHANDISE 774.52 PAID ON OR PRIOR TO 7/28/11 INVOICE TOTAL 774.52 PAID AFTER 7/28/11 INVOICE TOTAL 790.01 Original- Document Atlanta, GA Columbus, OH Indianapolis, IN Miami, FL St. Louis, MO Bartonville, TL Georgetown, KY Kansas City, MO Nitro, WV Tampa, FL Calvert City, KY Greeneville, TN Kennesaw, GA Orlando, FL Terre Haute, IN Chattanooga, TN Henderson, KY Louisville, KY Springfield, MO Valdosta, GA Clearwater, FL Huntsville, AL Memphis, TN St. Albans, WV ALL SALES SUBJECT TO AND GOVERNED BY THE TERMS AND CONDITIONS SET FORTH ON THE REVERSE SIDE GENERAL TERMS AND CONDITIONS OF SALE 1. ENTIRE AGREEMENT. These General Terms and Conditions of Sale and any Seller's Credit Application 9. DELIVERY, 9.1 Unless otherwise agreed in writing by Seller: (a) all prices are net. FOB carrier, Seller's signed by Buyer (collectively the "Agreement constitute the final expression of the agreement between warehouse: and (b) title to and risk of loss of the Products shall pass to Buyer at F.O.B. point, Seller is not Buyer and Seller with respect to the subject matter hereof and a complete, fully integrated and exclusive responsible for any loss, damage, or delay that may occur after Products have been accepted for shipment statement of their agreement in this regard and there are no understandings, agreements, covenants, repre- by the carrier. Claims for shipping damages must be made directly with the carrier. Applicable taxes, duties, sentations or warranties of any kind, express or implied, not expressly set forth herein, No provision of any foreign exchange, and other charges shall be calculated at the rate in effect at the time of transfer of title to purchase order or other document issued by Buyer shall alter or add to the terms of this Agreement, and any Buyer. 9.2 The Buyer shall cooperate fully with Seller's efforts to deliver Products, and shall be appropriate such provision shall be void and of no effect. No modification of this Agreement by Buyer will be binding ly prepared to safely and promptly receive Products when delivered. 9.3 Buyer is responsible for checking all unless it is in writing and is signed by an authorized representative of Seller, and no modification of this Products to ensure that the correct volume, concentration levels, and type of Products have been received. Agreement shall be effected by the parties' course of dealing, usage, or trade custom. By taking delivery of Any shortage, excess, mis- shipment, or defect in any Products must be reported to Seller within seven (7) any product from Seller "Products Buyer shall be conclusively deemed to have accepted and assented to days of receipt of the Products by Buyer. Seller shall not be responsible for any claim for shortages or failure these General Terms and Conditions of Sale. In the event that Buyer and Seller engage in any electronic to meet specifications after this time. In the case of bulk carload or tank car shipments, Seller's weight shall transactions, including, but not limited to, electronic data interchange or facsimile exchanges, such electron- govern, absent manifest error. 9.4 Buyer shall provide adequate access to on site tanks, or other suitable is exchanges shall be considered as valid and legally binding and shall be subject to these General Terms receptacles, to allow for the efficient unloading of the Products. 9.5 Late delivery or failure to supply shall in and Conditions of Sale. no event entitle Buyer to vary or cancel this Agreement, or to claim damages in respect thereof. Delivery of 2. SEPARATE TRANSACTIONS. Each shipment shall constitute a separate and independent transaction and Products to Buyer's location shall constitute delivery to Buyer; and all risk of loss or damage shall thereupon Seller may recover for each such shipment without reference to any other. If Buyer is in default of any term be assumed by Buyer. 9.6 Upon Buyer's reasonable request, Seller may, at its option, assist Buyer in load or condition of this Agreement, Seller may at its option, without waiving its right to terminate this Agreement, ing or unloading Products, but such assistance will be rendered at Buyer's sole risk_ BUYER SHALL defer further shipments hereunder until such default is remedied (in which event Seller may elect to extend DEFEND, INDEMNIFY AND SAVE SELLER GROUP HARMLESS FROM AND AGAINST ANY LOSSES, the term of this Agreement for a period of time equal to the period of time during which shipments were so DAMAGES, INJURIES, LIABILITIES, ACTIONS, CLAIMS OR PROCEEDINGS OF WHATEVER NATURE deferred), or, in addition to any other right or remedy at law or in equity, Seller may decline further perform- ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH THE LOADING, DELIVERY OR UNLOAD ance of this Agreement. Seller may furthermore delay or refuse to ship Products to Buyer it Buyer delays ING OF THE PRODUCTS, WHETHER OR NOT BASED ON SELLER GROUP'S ACTS OR OMISSION& delivery or if in Sellers opinion the sale of Products may result in an environmental, health or safety danger 10. DEMURRAGE AND BUYER'S DELAY. If Products are shipped in tank wagons or hopper trucks furnished or hazard. 11, in the judgment of Seller, the financial responsibility of Buyer shall at any time become impaired, by a carrier, all charges made by the carrier for detention at destination shall be for Buyer's account and shall Seller may cancel any unfilled orders and /or decline to make further deliveries under this Agreement except be payable to Seller. Buyer shall unlead and return delivery equipment to the carrier within the tariff or con upon receipt, before shipment, of payment in cash or satisfactory security for such payment. tracted period without incurring any demurrage and /or detention charges. If delivery of Products is delayed 3. PRODUCTS RETURNS. No Products sold hereunder shall be returned to Seller without Seller's prior will- or prevented by circumstances caused by Buyer including, without limitation, by Buyer's inability to accept ten permission. Approved Product returns shall be subject to a restocking charge equal to 25% of the then delivery, Buyer shall pay all costs associated with the delayed delivery, storage of the Products, insurance, current sale price FOB Seker's warehouse as indicated in the Product return approval, with return freight and any costs incurred by Seller in making further attempts to deliver the Products. charges for Buyer's account. For Products that cannot be returned, Seller may, in its discretion, provide Buyer 11. REVISION OF PRICE. Seller shall have the right to revise the price of any Products by written notice to with assistance on regulatory issues, disposal options and cost estimates. Buyer. In the event Seller is prevented by any governmental restriction from increasing any price herein or 4. WARRANTIES. 4.1 Subject to clauses 42, 43 and 4.4, Seller will replace, if necessary any Product that from continuing any price already in effect, Seiler may terminate this Agreement upon fifteen (15) days prior does not meet the specifications (it any) provided by Buyer, or if none, the manufacturer's specifications, written notice to Buyer. Seller may, at its sole option, elect to credit Buyer for the purchase price of any defective Products in lieu of 12. PAYMENT; PRICE AND NON -PRICE CHARGES; CREDITS. 12.1 Until a specific order is accepted by replacement 4.2 Replacement ol, or credit for, defective Products is subject to and conditional upon: (a) Seller, quoted prices are subject to change without notice. Orders may not be cancelled once accepted by Buyer's account with Seller being current and in good standing', (b) receipt of written notice from Buyer with- Seller. Seller reserves the right to correct any clerical or mathematical errors. 12.2 Unless otherwise agreed in seven (7) days of delivery of any Product that does not meet specifications; (c) provision of independent in writing by Seller, payment terms are Net 30 days. All payments due hereunder shall be made to Seller in evidence satisfactory to Seller that the Product does not meet specifications; (d) the provision of a sample of lawful money of the United States at the location indicated on Seller's invoice. Acceptance by Seller of sales the Product to Seller for testing; (e) proper storage of the Product in accordance with Seller's or manufactur- drafts, checks or other forms of payment is provisional only and is subject to immediate collection of the full er's instructions; (f) decontamination of storage receptacles in accordance with statutory regulations and use face amount thereof. Buyer agrees to pay all taxes (if any) upon the sale, delivery, storage, and use of the of best practices prior to placing any Products in the receptacle, and (g) use of the Products for their intend- Products. Buyer shalt reimburse Seller for all taxes, increases in or new taxes, excises or other charges ed purpose. 4.3 This Warranty excludes damage to or alteration of Products arising from circumstances out- which Seller may be required to pay to any government (national, state, or local) upon, or measured by, the side the control of Seller, including, without limitation, mixing of other chemicals or products. 4.4 Buyer agrees production, sale, transportation, or use of, any Products sold hereunder. 12.3 If Buyer does not pay on time, to use the Products in accordance with: (a) any instructions provided to it by Seller from time to time; (b) all Seller may: (if place Buyer on C.O.D.; (ii) suspend deliveries; and /or (iii) charge interest at a rate of 2 1 per federal, state, and local laws and regulations governing the storage, use, and maintenance of the Products; month (24% per annum), or the maximum allowed under applicable law, if less, on all overdue charges and and (c) best industry practices. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS interest. 12.4 Buyer shall pay the fees and prices set forth in this Agreement and any other special non -price OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF charges (including temporary emergency, plant outage, insurance and fuel and energy surcharges) that MERCHANTABILITY, NON INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. Determination Seller may assess, from time to time. Non -price charges are not subject to the provisions of Paragraph 11 of the suitability of the Products supplied hereunder for the uses and applications contemplated by Buyer and and may be amended or added at Seller's discretion. Any credit issued by Seller to Buyer on account of others shall be the sole responsibility of Buyer. The warranty in clause 4.1 constitutes Buyer's sole remedy Products may only be applied against future purchases by Buyer and will not be paid in cash. Any such cred- and Seller's sole obligation with respect to Products furnished hereunder. it will expire one (1) year after the date of issuance, and Seller will have no obligation with respect thereto in 5. CLAIMS. No claim shall be allowable after any Product has been processed in any manner, and all claims the event that Buyer does not apply the credit against the cost of purchases from Seller prior to such expiry on account of defect in quality, or lass of, damage to, or shortage in quantity of, the Products shall be deemed date. to be waived by Buyer unless made in writing within seven (7) days from the date of receipt at destination. 13. FORCE MAJEURE; ALLOCATION OF PRODUCTS. 13.1 Seller shall riot be liable, in damages or other No action, regardless of form, arising out of the sale or delivery of Products hereunder, tray be commenced wise, for delay or impairment or failure of performance by reason of causes beyond Seller's control includ- by Buyer more than one (1) year after the occurrence of the event giving rise to such cause of action. ing, without limitation, claims of farce majeure, allocation of Products, work stoppages, slow- downs, plant clo- 6. LIMITATION OF LIABILITY Limitation of Damages; Remedies BUYER ASSUMES ALL RISKS AND sures, or price increases by Seller's suppliers, strikes, labor difficulties, shortage of fuel, power, raw materi- RESPONSIBILITY RESULTING FROM THE HANDLING, USE, STORAGE, OR RESALE OF THE PROD- als or supplies, inability to obtain shipping space, transportation delays, fire, floods, accidents, riots, acts of UCTS, WHETHER USED SINGLY OR IN A COMBINATION WITH OTHER PRODUCTS. SELLER God, war or terrorism, governmental interference or embargo, and Buyer waives any right to assert a claim ASSUMES NO OBLIGATION OR LIABILITY FOR THE TECHNICAL ADVICE GIVEN BY SELLER WITH against Seller in respect thereof. 13.2'1, at any time, in Seller's opinion there is a period of shortage of sup REFERENCE TO THE USE OF THE PRODUCTS OR THE RESULTS WHICH MAY BE OBTAINED THERE ply of Products for any reason, Seller may allocate its inventory between Buyer and Seller's other customers FROM, AND ALL SUCH ADVICE IS GIVEN AND ACCEPTED AT BUYER'S SOLE RISK. BUYER WAIVES in its sole discretion with no liability on Seller's part for failure to deliver the quantity or any portion thereof ALL CLAIMS AGAINST SELLER FOR CONSEQUENTIAL DAMAGES, LOSS OF OR DAMAGE TO GOOD- specified on any order, and Buyer waives any right to assert a claim against Seller in respect thereof. WILL, LOSS OF PROFITS OR BUSINESS OR ANY OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, 14. SHIPPING METHODS AND SCHEDULES. Unless at the time Of Buyer's acceptance of Seller's quota PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF SELLER HAS BEEN ADVISED OR HAS NOTICE OF tion, Buyer specifies in writing the desired method of transportation (air express, motor freight. etc.). Seller THE POSSIBILITY OF SUCH DAMAGES, AND BUYER AGREES TO DEFEND, INDEMNIFY AND HOLD will use its judgment in selecting the carrier and route. Delivery schedules are estimated and assume timely SELLER, ITS SUBSIDIARIES, AFFILIATED COMPANIES AND THEIR RESPECTIVE EMPLOYEES, receipt of all necessary information and documentation from Buyer, and Seller assumes no responsibility for DIRECTORS, OFFICERS AND AGENTS (COLLECTIVELY "SELLER GROUP HARMLESS FROM AND delays. If Buyer delays delivery of any Products, Seller may invoice Buyer for such Products, and hold them AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES ARISING at Buyer's sole risk and expense pending instructions from Buyer. OUT OF SUCH USE, HANDLING, STORAGE OR RESALE. BUYER'S EXCLUSIVE REMEDY AND SELL- 15. GENERAL PROVISIONS. 15.1 II Buyer takes the benefit of or becomes subject to any provision of appli- ER GROUP'S TOTAL LIABILITY WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE --able bankruptcy or insolvency lave, Seller shall have the right; by written notice, to immediaieSy terminate this IN CONNECTION THEREWITH SHALL 1N NO EVENT EXCEED THE PURCHASE PRICE OF THE PROD- Agreement. Seller may also erminate this Agreement, in addition to any other rights Seller may have at law UCTS WITH RESPECT TO WHICH SUCH CLAIM IS MADE. BUYER HEREBY SPECIFICALLY WAIVES or in equity, if within ten (10) days of being notified by Seller, Buyer has failed to remedy a monetary or any ALL OTHER RIGHTS, IF ANY, TO INDEMNIFICATION BY SELLER WHICH MAY BE AVAILABLE AT LAW, other default. 15.2 Buyer may not assign this Agreement without the prior written consent of Seller. For pur- INCLUDING INDEMNIFICATION UNDER STATE, FEDERAL, OR COMMON LAW. poses of this Agreement, assignment shall include any assignment by merger or other operation of law. This 7. SAFETY. 7.1 Buyer acknowledges that there may be hazards associated with the possession and use of Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns the Products and its containers and shall assume all liability resulting from, or in any way connected with, of each of the parries hereto. Buyer shall obtain a written assumption of this Agreement, in form acceptable their possession, transportation, handling, resale or use or their suitability for any particular use. Buyer to Seller, from any permitted transferee of Buyer. 15.3 This Agreement shall be governed by and enforced in acknowledges the hazardous nature of the Products, and that it has a duty to warn, protect and train as accordance with the laws of the state in which the Seller's corporate office is located without reference to its appropriate all persons who may be exposed to these hazards. Buyer also acknowledges that Seller has pro- conflict of law rules. Buyer, by taking delivery of any Products, shall be conclusively deemed to have cen- vided it with appropriate Material Safety Data Sheet(s) ("Ni Upon request of Buyer, Seller shall supply sented to personal jurisdiction in the afore mentioned state and to have waived any right to object to such Buyer with additional MSDS. Buyer understands that the Products must not be handled or used without first jurisdiction on any basis, including, but not limited to, forum non conveners. The parties expressly waive consulting the MSDS. Buyer shall ensure that all of its employees and alt other persons who might become their right to a jury trial The parties also expressly exclude the application of The United Nations Convention exposed to the Products receive and refer to copies of the MSDS. 7.2 In the event that Seller elects to on Contracts for The International Sale of Goads to this Agreement, 15.4 Any notices required or given in con respond to an emergency involving Products sold by Seller, Buyer hereby consents to, and releases Seller nection with this Agreement shall be sent or delivered in writing. Notice shall he deemed given on the date Group, from liability for, any actions Seller Group may take or fail to take in connection with such an emer- on which it is actually received or refused by the other party. 15,5 The waiver by either party of any of its rights gency. Buyer furthermore agrees to defend, indemnify, and save Seller Group harmless from and against all under this Agreement shall not he construed as constituting a precedent, and shall not in any way affect, limit losses, damages, injuries, liabilities, actions, claims, or proceedings of whatever nature, arising directly or or prevent such party's right thereafter to enforce and compel strict compliance with each and every terns or indirectly in connection with such emergency, whether or not based on Seller Group's acts or omissions condition contained herein. The acceptance by the Seller of any payment after the specified due dale shall 8. RETURNABLE CONTAINERS. Buyer acknowledges that all returnable containers shalt remain the prop- not constitute a waiver of the Buyer's obligation to make further payments on the specified due dates. Seller any Of Seller and shall not be used by Buyer for purposes other than the storage of Products delivered there- shall be entitled to recover its costs and expenses, including reasonable attorneys' fees, in any suit brought in by Seller. Buyer undertakes to return such containers to Seller promptly when empty, but in no event later by Seller in connection with this Agreement. 15.6 if any provision of this Agreement shall be held to be ille- than ninety (90) days from the date of delivery. Buyer shall pay Seller's container deposit charges, as estab- gal or unenforceable, the legality and enforceability of the remaining provisions shall not in any way be affeel- fished by Seller from time to time, and shall remit the amounts of such charges when making payment for the ed or impaired. 15.7 All specifications, formulae, drawings, illustrations, descriptive matter, and particulars Products delivered therein. Container deposit charges shall be refunded to Buyer upon return of the con- contained in Seller's catalogs, website and marketing documents (the "Descriptions are indicative only, do [elects provided they are returned to Seller in good and reusable condition (normal wear and tear excepted) not form part of this Agreement, and are not representations or warranties of any kind. No discrepancy within ninety (90) days of the date of delivery and have been used only for storage of the original contents. between the Products and the Descriptions shall entitle Buver to rescind this Agreement or seek any com- If returnable containers are not returned in such condition within ninety (90) days of delivery, the deposit shall pensation or damages- 15,8 Seller may vary or amend this Agreement by notice in writing to Buyer at any be forfeited and retained by Seller. In addition to the forfeiture of the deposit, Buyer shall be liable to Seller time. Any variations or amendments including, without limitation any price increases, will apply to all orders [or an amount equal to the difference between the deposit and the replacement value of any returnable con- placed by the Buyer after the date of the notice. 15.9 If Buyer requests any amendment to this Agreement, tamer that is not returned to the Seller, Buyer accepts sole responsibility for the disposal of any containers in Seller may increase the pace of Products to account for any increased costs occasioned thereby. 15.10 accordance with applicable law. Buyer agrees to defend, indetnnity, and save Seller Group harmless from Unless Buyer is authorized to distribute Bte Products delivered hereunder pursuant to a written agreement and against any and all claim, loss, damage, liability, cost, or expense arising from Buyer's handling, use, with Seller, the Products are supplied to Buyer for Buyer's' internal use only and Buyer may not repackage, storage, or disposal of any container, resell or otherwise distribute the Products to third parties without he prior written consent of Seller. Brenntag Mid- South Inc. B R E N NTAG Aff: 1405 Highway 136 W P.O. BOX 20 ow Henderson, Kentucky 42419 -0020 INVOICE BMSO42839 INV DATE: 7/05/11 PAGE 1 OF 1 DUE DATE: 8/04/11 SOLD TO: SHIP TO: CARMEL STREET DEPARTMENT CARMEL STREET DEPARTMENT ONE CIVIC SQUARE REFLECTING POOL CARMEL IN 46032 THIRD AVE. 126TH STREET CARMEL IN 46032 FEDERAL ID 610504545 DATE SHIPPED: 7/05/11 TERMS NET 30 DAYS B/L 751G35 _SHI.P WHS CUSTOMER 897255 SHIP VIA: OUR TRUCK PKG CUSTOMER PO VERBAL FOB DELIVERED TAX EX4 0031201550 -020 UNITS SHIPPED PROD WGT /GAL TOTAL QTY UNIT PRICE EXTENDED 329.5847 365998 10.140 329.5847E 2.3500 774.52 1.0000 G BULK SOD HYPOCHLORITE 12.5% DRUM OFF- .330.G POLY TOTE >A BLK PO #17572 FOR 2008 QUESTIONS, CALL 317 -898 -8632 REMIT TO ADDRESS: BRENNTAG MID- SOUTH, INC 3796 RELIABLE PARKWAY CHICAGO IL 60686 -0037 MERCHANDISE 774.52 PAID ON OR PRIOR TO 8/04/11 INVOICE TOTAL 774.52 PAID AFTER 8/04/11 INVOICE TOTAL 790.01 Original- -Do.c.ument. Atlanta, GA Columbus, OH Indianapolis, IN Miami, FL St. Louis, MO Bartonville, IL Georgetown, KY Kansas City, MO Nitro, WV Tampa, FL Calvert City, KY Greeneville, TN Kennesaw, GA Orlando, FL Terre Haute, IN Chattanooga, TN Henderson, KY Louisville, KY Springfield, MO Valdosta, GA Clearwater, FL Huntsville, AL Memphis, TN St. Albans, WV ALL SALES SUBJECT TO AND GOVERNED BY THE TERMS AND CONDITIONS SET FORTH ON THE REVERSE SIDE GENERAL `FERNS AND CONDITIONS OF SALE, 1. ENTIRE AGREEMENT These General Terms and Conditions of Sale and any Seller's Credit Application 9. DELIVERY. 9.1 Unless otherwise agreed in writing by Seller (a) all prices are net, FOR carrier. Seller's signed by Buyer (collectively the "Agreement constitute the final expression of the agreement between warehouse; and (b) title to and risk of loss of the Products shall pass to Buyer at F.O.B. point, Seller is not Buyer and Seller with respect to the subject matter hereof and a complete, fully integrated and exclusive responsible for any loss, damage, or delay that may occur after Products have been accepted for shipment statement of their agreement in this regard and there are no understandings, agreements, covenants, repre- by the carrier. Claims for shipping damages must be trade directly with the canter, Applicable taxes, duties, sentations or warranties of any kind, express or implied, not expressly set forth herein, No provision of any foreign exchange, and other charges shall be calculated at the rate In effect at the time of transfer of title to purchase order or other document issued by Buyer shall alter or add to the terms ul this Agreement, arid any Buyer. 9.2 the Buyer shall cooperate fully with Seller's efforts to deliver Products, and shall be appropriate such provision shall be void and of no effect, No modification of Ihis Agreement by Buyer will be binding ly prepared to safely and promptly receive; Products when delivered. 9.3 Buyer is responsible for checking all unless it is in writing and is signed by an authorized representative of Seller, and no modification of this Products to ensure that the correct volume, concentration levels, and type of Products have been received. Agreement shall be effected by the parties' course of dealing, usage, or trade custom. By taking delivery of Any shortage, excess, mis- shipment, or defect in any Products must be reported to Seller within seven (7) any product from Seller "Products Buyer shall be conclusively deemed to have accepted and assented to days of receipt of the Products by Buyer Seller shall not be responsible for any clarn for shortages or failure these General Terms and Conditions of Sale. In the event that Buyer and Seller engage in any electronic to meet specifications after this tune. In the case of bulk carload or lank car shipments, Seller's weight shall transactions, including, but not limited to, electronic data !ntercitange or facsimile exchanges, such electron- govern, absent manifesf error. 9.4 Buyer shall provide adequate access to on site tanks, or other suitable is exchanges shall be considered as valid and legally binding and shall be subject to these General Terms receptacles, to allow for the efficient unloading of the Products. 9.5 Late delivery or failure to supply shall in and Conditions of Sale, no event entitle Buyer to vary or ranee! this Agreernenl, or to claim damages in respect thereof. Delivery of 2. SEPARAI "E TRANSACTIONS. Each shipment shall constitute a separate and independent transaction and Products to Buyer's location shall constitute delivery to buyer; and all risk of loss or damage shall thereupon Seller may recover for each such shipment without reference to any other. If Buyer is in default of any term be assumed by Btfyer. 9.6 Upon Buyer's reasonable request, Seller may, at its option. assist Buyer in lead or condition of this Agreement, Seller may at its option, without waiving Its right to terminate this Agreement, ing or unloading Products, hill such assistance will be rendered at Buyer's sole risk. BUYER SHALL defer further shipments hereunder until such default is remedied (in which event Seller may elect to extend DEFEND, INDEMNIFY AND SAVE SELLER GROUP HARMLESS FROM AND AGAINST ANY LOSSES, the term of this Agreement for a period of time equal to the period of time during which shipments were so DAMAGES, INJURIES, LIABILITIES, ACTIONS, CLAIMS OR PROCEEDINGS OF WHATEVER NATURE deferred), or in addition to any other right or remedy at law or in equity, Seller may decline further pedorm- ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WTI H TI IF LOADING, DELIVERY OR UNLOAD ance of Ihis Agreement. Seiler may furthermore delay or refuse to ship Products to Buyer if Buyer delays ING OF THE PRODUCTS, WHETHER OR NOT BASED ON SELLER GROUP'S ACTS OR OMISSIONS. delivery or if in Sellers opinion the sale of Products may result in an environmental, health or safety danger 10. DEMURRAGE AND BUYER'S DELAY If Products are shipped in tank wagons or hopper trucks furnished or hazard, if, in the judgment of Seller, the financial responsibility of Buyer shall at any time become impaired by a carrier, all charges made by the carrier for detention at destination shall be to; Buyer's account and shall Seller may cancel any unfilled orders and /or decline to make further deliveries under this Agreement except be payable to Seller. Buyer shall unload and return delivery equipment to the carrier within the tariff or con upon receipt, before s of payment in rash or satisfactory security for such payment. tracled period without incurring arty dernunage and /or detention charges. II delivery of Products is delayed 3. PRODUCTS RETURNS. No Products sot(] hereunder shall be returned to Seller without Sellers prior writ or prevented by circumstances caused by Buyer including, without limitation, by Buyer's inability to accept ten permission. Approved Product retu ns shall be subject to a restocking charge equal to 2596 of the than delivery, Buyer shall pay all costs associated with the delayed delivery, storage of the Products, insurance, current sale price 1 Seller's warehouse as indicated in the Product return approval, with return freight and any costs incurred by Seller in making further allornplin to deliver the Products. charges for Buyer's account. For Products that cannot he returned, Seller may, in its discretion, provide Buyer 11. REVISION OF PR[CF- Seller shall have the right to revise the price of any Pur iucts by written notice to wdh aSStstelice on regulatory issues. disposal options and cost estimates. Buyer. In The event So11r'1 F- p ❑rveriPid by any governmental restriction from increasing any price herein or I WARRANI ill 4.1 Subject to clauses 42, 4.3 and 4.4, Seller will replace, if necessary any Predurt that Iran wnhraung .uty pnr.a afru,sly !n u4Et•l S, ter :n.ty tE. rrnrcite t llgroe ;will upon fifteen t15) days prior does not treat the specifications (if any) provided by Buyer, or if none, the manufacturer's specifications. written notice to Buyer. Seller may, at its sole option, elect to credit Buyer for the purchase price of any defective Products in lieu of 12. PAYMENT; PRICE AND NON -PRICE CIIAHGES, CREDIT S. I^ r UnTl a specific order is accepted by replacement 4,2 Replacement of, or credit for, detective Products is subject to and conditional upon: (a) Seller, quoted prices are subject to change without notice. Orders may net be cancelled once accepted by Buyer's account with Seller being current and in good standing, (b) receipt of written notice from Buyer with- Seller. Seller reserves the right to correct any clerical or mathematical errors. 12.2 Unless otherwise agreed in seven (7) days of delivery of any Product that does riot meet specifications; (c) provision of independent in writing by Seller, payment terms are Net 30 days. All payments due nereurrder shall be made to Seller in evidence satisfactory to Seller that the Product does riot meet specifications; (d) the provision of a sample of lawful money of the United States at the location indicated out Sellur,. invr Acceptance by Seller of sales the Product to Seller for testing; (e) proper storage of the Product in accordance with Seller's or manufacfur drafts, checks or other forms of payment is provisional only and is su7fenct to immediate collection of the full er's instructions; (f) decontamination of storage receptacles in accordance with statutory regulations and use lace amount thereof. Buyer agrees to pay all taxes (it any) upon the Sara, delivery, storage, and use of the of best practices prior to placing any Products in the receptacle; and (g) use of the Products for their intend- Products. Buyer shall reimburse Seller for all taxes, increases in or new taxes, excises or ether charges ad purpose. 4.3 This Warranty excludes damage to or alteration of Products arising from circumstances out- which Seller may be required to pay to any government (national, state, or local) upon, or measured by, the side the control of Seller, including, Mittel IimilatiOn. mixing of other chemicals or products. 4.4 Buyer agrees production, sale, transportation, or use of, any Products sold hereunder. 12.3 If Buyer does not pay on time, to use the Products in accordance with: (a) any instructions provided to it by Seller from time to lime; (b) all Seller may (i) place Buyer on C-O.D.; (ii) suspend deliveries; and/or (Iii) charge interest at a rate of 2/ per federal, slate, and local Taws and regulations governing the storage, use, and maintenance of the Products; month (24% per annum), or the rneximun allowed under applicable law, if less. on all overdue charges and and (c) best industry practices, THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS interest. 12.4 Buyer shall pay the fees and prices set forth in this Agreement and any other special non price OR IMPLEED, STATUTORY OR OTHERWISE, INCLUDING BUT NOV LIMITED TO, ANY WAHHANTI' OF charges (including temporary emergency, plant outage.. insurance and fuel and energy surcharges) that MERCHANTABILITY, NON INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. Determination Seller may assess, train time to lime. Non -price charges are not subject to the provisions of Paragraph 11 of the suitability of the Products supplied hereunder for the uses and applications contemplated by Buyer and and may be amended or added at Seller's discretion. Any credit issued by Seller to Buyer on account of others shall be the sole responsibility of Buyer. The warranty in clause 4.1 constitutes Buyer's sole remedy Products may only be applied against inure purchases by Buyer and will riot be paid in cash. Any such cred- and Seller's sole obligation with respect to Products furnished hereunder. it will expire one (1) year after the date of issuance, and Seller will have no obligation with respect thereto in 5_ CLAIMS. No claim shall be allowable after any Product has been processed in any manner, and all claims the event that Buyer does not apply the credo against the cost of purchases front Seller prior to such expiry on account of defect in quality, or loss of, damage to, or shortage in quantity of, the Products shall be deemed date. to be waived by Buyer unless made in writing within seven (7) days from the date of receipt at destination. 13. FORCE MAJEURE; ALLOCAI ION OF PRODUCTS. 13.1 Seller shall not be liable, in damages or other No action, regardless of form, arising out of the sale or delivery of Products hereunder, may be commenced wise, for delay or impairment or faiture. at performance by reason of causes beyond Seller's control includ- by Buyer more than one (1) year after the occurrence of the event giving rise 10 such cause of action ing, without limitation, claims of lone majeure, allocation of Products, work, stoppages, slow- downs, plant clo- 6 LIMITATION OF LIABILITY; Limitation of Damages; Remedies BUYER ASSUMES ALL RISKS AND surer, or price Increases by Sellers suppliers. strikes, labor difficulties, shortage of fuel, power, raw rnaleri- RESPONSIBILITY RESULTING FROM THE HANDLING, USE, STORAGE, OR RESALE OF THE PROD ,its or supplies, Inability to obtain shipping space, transportation delays, fire, floods, accidents, riots, acts of UCTS, WHETHER USED SINGLY OR IN A COMBINATION WITH OTHER PRODUCTS. SELLER God, war or terrorism, governmental interlerrartce or embargo, and Buyer waives any right to assert a claim ASSUMES NO OBLIGATION OR LIABILITY FOR THE TECHNICAL ADVICE GIVEN BY SELLER WITH against Seller in respect thereof. 13.2 If, at any linte, in Seller's opinion there is a period of shortage of sup REFERENCE TO THE USE OF THE PRODUCTS OR THE RESULTS WHICH MAY BE OBTAINED THERE ply of Products for any reason, Seller rmay allocate its inventory belweeri Buvcr arid Seller's other customers FROM AND ALL SUCH ADVICE IS GIVEN AND ACOEP "TED AT BUYER'S SOLE RISK, BUYER WAIVES in its sole discretion with no lial ly on Seller's pact for failure to deliver the quantity or any portion thereof ALL CLAIMS AGAINST SELLER FOR CONSEQUENTIAL DAMAGES, LOSS OF OR DAMAGE TO GOOD specified on arty order and Rugs waives ary right to a blahrr. against Srller it respect thereon. WILL. LOSS OF 1'1'10FITS OR BUSINESS OR ANY 01 HER DIRECT- INDIRECT, SPECIAL, INCIPFN I'AL, 1 -I- SHIPPING Mr -1 HfiDS ANr) SCHt DUI S Llnhr" at t'w trn'• of Hover':, arcnpLrece or Seller's oi,ota- i�UNI HVC OR EXEMPLARY DAMAGES. EVEN IF SELLER HAS BEEN ADVISED OR HAS NOTICE OF tiun, Buyer specifies in w ilpg the desired nrnriod of Iranspoil llon (air eeprer.s. Moroi freight, elc.), Seiler THE POSSIBILITY OF SUCH DAMAGES, AND BUYER AGREES 1 0 DEFEND, INDEMNIFY AND HOLD will use its judgment in selecting the carrier and route. Delivery schedules are estimated and assume timely SELLER, ITS SUBSIDIARIES, AFFILIATED COMPANIES AND THEIR RESPECTIVE EMPLOYEES, receipt of all necessary information and documentation from Buyer, and Seller assumes no responsibility for DIRECTORS, OFFICERS AND AGENTS (COLLECTIVELY "SELLER GROUP HARMLESS FROM AND delays. If Buyer delays delivery of any Products, Seller may invoice Buyer for such Products, and hold them AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES ARISING at Buyer's sole risk and expense pending instructions Iron) Buyer. JUT OF9tJLH USE, HANDLING, STORAGE -(?Ft RESALE- PVYGR'$- EXCLIJ„SWL-REMFQY_ANQ _SELL- _LS_GcNERAL P13011SIONS.. 15 -1 -If. Buyer lakes the benefit of or becomes suigerit fo any provision of applh- ER GROUP'S TOTAL LIABILITY WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE cable bankruptcy or insolvency law, Seller shall have the right, by Wilton notice, to irnnledialely terminate this IN CONNECTION) THEREWITH SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE PROD- Agreerttent. Seller may al ;a cntuna +c; Ihis Agr-eriwi t. in add lion to any other rights Seller may have at law UCTS WITH RESPECT TO WHICH SUCH CLAIM IS MADE. BUYER HEREBY SPECIFICALLY WAIVES or in equity, if within len (1( days of being nenlhed by Si Buyer has failed to remedy a monetary or any ALL OTHER RIGHTS, IF ANY, TO INDEMNIFICATION BY SELLER WHICH MAY BE AVAILABLE AT LAW. other default. 15.2 Buyer may riot assign this Agreement ivllhout the ()nor written consent of Seller. For pur- INCLUDING iNDEMNIFCATION UNDER STATE, FFDFRAL, OR COMMON LAW, poses of [his Agreement, assignment shall include any assignment by merger or ether operation of law. This 7. SAFETY. 7.1 Buyer acknowledges that there may be hazards associated with the possession and use of Agreement shall be 'binding upon and inure to the benellt of the respective successors and permitted assigns the Products and its containers and shall assume at fiability resulting hom, or in any way connected with, of each of the parties hereto. Buyer shall obtain a written assumption of this Ahreentent, in fort acceptable their possession, tansportation, handling, resale or use or their suitability lot any particular use. Buyer to Seller, from any permitted transferee of Buyer. 15.3 This Agreement shall be governed by and enforced in acknowledges the hazardous nature of the Products, and that it has a duty to warn, protect and train as accordance with the laws of the state in which the Seller's corporate office is located without reference to its appropriate all persons who stay be exposed to these hazards, Buyer also acknowledges that Seller has pro- conflict of law rules. Buyer, by taking delivery of any nroducls, shall be conclusively deemed to have con vided it with appropriate Material Safety Data Sheol(s) "MSDS Upon request of Buyer, Seller shall supply sensed to personal jurisdiction in the afore mentioned state and to have waived any right to object to such Buyer with additional MSDS. Buyer understands that the ProduotS rust not be handled or used without first jurisdiction on any basis, including, but not limited 10, loran, non convenhens- The parties expressly waive consulling the MSDS. Buyer shall ensure that all of its employees and all other persons who might become their right to a jury trial, The parlhes also expressly exclude the application of The United Nations Convention exposed to the Products receive and refer to copies of the PBSDS. 7.2 In the event that Seller elects to on Contracts for the international Sale of Goods to this Age.emenl. I5 4 Any rehear requred or green t cor- respond to an emergency involving Products sold by Sellcr, Buyer hereby consents to, and releases Seller nection with this Agreerrrent shall be sent or delivered to wriling. NOtfce shall be deemed given on the date Group, from liability far, ariv actions Seller Group may lake or fail to lake in connection with such an enter on which it is actually received or refused by the elite, party. 15,5 The waiver by either party of any M its rights gency. Buyer luttherntore agrees to defend, indemnity, and save Seller Group harmless train and against all under this Agreement shall not be construed as constituting o precedent. and shall not in any way affect, limit losses, damages, injunos, liabilities, actions, claims, or proceedings of whatever nature, arising directly or or prevent such party's right thereafter to enforce and compel strict compliance with each and every term Or indirectly in connection with such emergency. whether or not based on Seller Group's acts or omissions. condition contained herein. The acceptance by the Seller of arty payment after line specified due date shall 6. RETURNABLE CONTAINERS. Buyer acknowledges that all returnable containers shall rernain fire prop- nor constitute a waiver of the Buyer's obligation to make further payments on the specified due dates Seller arty of Seller and shall not be used by Buyer for purposes other than the storage of Products delivered there- shall be entitled to recover its costs and expenses, including reasonable attorneys' fees, in any suit brought in by Seller. Buyer undertakes to return such containers to Seller ptuatptly when ernpty, but in no event later by Salle, in connection with this Agreement. 15.6 If any provisions of this Agreement shall be held to be le- than ninety (90) days from the date of delivery. Buyer shall pay Seller's ccireiner deposit charges, as estab- gal or unenforceable, To k- galily and enforceability of the remaining provisions shall riot in any way be affect lished by Seller from time to time, and shall remit the amounts of such charges when making payment for the ed or impaired. 15.7 All specifications, fannulae, drawings, illustrations, descriptive matter, and particulars Products delivered therein. Container deposit charges shall be refunded to Buyer upon return of [tie con contained in Seller's catalogs, website and marketing documents (the "Descriptions are indicative only, do lainers provided they are returned to Seller in good and reusable condition (normal wear and tear excepted) not form part of this Agreement, and are not representations or warranties of any kind. No discrepancy within ninety (90) days of the date of delivery and have been used only for storage of the original contents. between the Products and the DescrilNlons shall entitle Buyer to rescind [his Agreement or seek any com- If returnable containers are riot returned in such condition within ninety (90) days of delivery, the deposit shall pensation or darnages I!,.8 Seller may vary or anterid this Agreement by notice in writing to Buyer at any be forfeited and retained by Seller. In addition to the forfeiture of the deposit, Buyer shall be liable to Sollcr tin:, nnv v lnntun• o, un, n a, t; nc;,�ahnq, wahrlr,t 1'111lahrrn any price Increases, will apply to all orders for an amount equal faille difference between the deposit and the replareniont valura of any returnable r ail.,st b I Piny, dn r Urn dd it the nr 1 n If fryer rogwasr, any amendment to this Agreement, twiner that is not returned to the Seller Buyer acrepls sole responsibildy r ah the 1"po:al of nay cbnlaurrrr, in _7en,.; -rtery :r. r U n prn -n nr I'vr0, h: ri cunt t tr .m; iri roassd co ^.ts oecasconed thereby 15.10 accordance with appllcahle law. Buyer agrees to defend, indemnify and save Seller Group harmless from Unless Buyer is authorized to distribute the Yroduct`; delrverrd hereunder pursuant to a written agreement and against any arid all claim, loss, dam liability, cost, or expense arising from Ruyer's handling, use, with Seller, the Products are supplied to Buyer for Buyer's' internal use only- arid Buyer may not repackage. s1:;iayo, or di.,vx vll at any container resin or otherwise distribute the Piodncts to third parties without the; prop wnlh =n consent of Seller, 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 service rendered, by whom, rates per day, number of hours, rate per hour, number of units, price per unit, etc. Payee Purchase Order No. Terms Date Due Invoice Invoice Description Amount Date Number (or note attached invoice(s) or bill(s)) 06/21/11 BMS036542 $774.52 06/28/11 BMS039682 $774.52 07/05/11 BMSO42839 $774.52 1 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 20 Clerk Treasurer VOUCHER NO. WAR NO, ALLOWED 20 Brenntag Mid -South Inc IN SUM OF 3796 Reliable Parkway Chicago, IL 60686 -0037 $2,323.56 ON ACCOUNT OF APPROPRIATION FOR Carmel Street Department PO #J Dept. INVOICE NO. ACCT #!TITLE AMOUNT Board Members 21432 BMS036542 43- 504.00 $774.52 1 hereby certify that the attached invoice(s), or 21432 BMS039682 43- 504.00 $774.52 bill(s) is (are) true and correct and that the 21432 BMSO42839 1 43- 504.00 $774.52 materials or services itemized thereon for which charge is made were ordered and received except fhfl my 14, 2011 Street Commissib r I Street CoTi'tlgissioner Cost distribution ledger classification if claim paid motor vehicle highway fund