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HomeMy WebLinkAbout211232 07/31/2012 CITY OF CARMEL, INDIANA VENDOR: 359584 Page 1 of 1 ONE CIVIC SQUARE BRENNTAG MID SOUTH INC 4 CARMEL INDIANA 46032 3796 RELIABLE PARKWAY CHECK AMOUNT: $9,029.54 , !r. CHICAGO IL 60686 CHECK NUMBER: 211232 CHECK DATE: 7/31/2012 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 601 5023990 255718 4, 525 . 00 OTHER EXPENSES 601 5023990 255719 555 . 00 OTHER EXPENSES 651 5023990 BMS246572 555 . 00 OTHER EXPENSES 2201 R4350400 27380 BMS250143 849 . 00 REFLECTING POOL CHEMI 2201 R4350400 27380 BMS253734 849 . 00 REFLECTING POOL CHEMI 2201 R4350400 27380 BMS255596 847 . 54 REFLECTING POOL CHEMI 2201 R4350400 27380 BMS259125 849 . 00 REFLECTING POOL CHEMI Brenntag Mid-South, Inc. BRENNTAGANIM 1405 Highway 136 W•P.O.BOX 20 Henderson,Kentucky 42419-0020 INVOICE#: BMS259125 INV DATE: 7/18/12 *** PAGE 1 OF 1 *** DUE DATE: 8/17/12 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 : 7/18/12 TERMS : NET 30 DAYS B/L ## . . . . . 31695-00 SHIP WHS : 29 SALESPPSN: 294 CUSTOMER # . : 897255 SHIP VIA: OUR TRUCK - PKG CUSTOMER PO# : SCHEDULED RELEASE FOB . . : DELIVERED TAX EX# : 0031201550-020 UNITS SHIPPED PROD # WGT/GAL TOTAL QTY UNIT PRICE EXTENDED - --- ---- ----- --------- -- - --- - - --- ---- - - -- --- - -- -- - -- - --- --- - - -- - --- - ---- ---- - -- - 299 . 9990 365998 10 . 140 299 . 9990G 2 . 8300 849 . 00 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 849 . 00 -------- - ------ -- PAID ON OR PRIOR TO 8/17/12 INVOICE TOTAL 849 . 00 PAID AFTER 8/17/12 INVOICE TOTAL 865 . 98 Original Document ***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.This Agreement,including the Cover Sheet pages,any schedules hereto,and any Seller's Credit Application value of any returnable container that is not returned to the Seller.Buyer accepts sole responsibility for the disposal of any non- signed by Buyer constitute the final expression of the agreement between Buyer and Seller with respect to the subject matter returnable containers in accordance with applicable law.Buyer agrees to defend,indemnify,and save Seller Group harmless from hereof and a complete,fully integrated and exclusive statement of their agreement in this regard and there are no understand- and against any and all claims,losses,damages,or expenses arising from Buyer's handling,use,storage,or disposal of any con- ings,agreements,covenants,representations or warranties of any kind,express or implied,not expressly set forth herein.No tainer provision of any purchase order or other document issued by Buyer will alter or add to the terms of this Agreement,and any g.Delivery. such provision will he void and of no effect. No modification of this Agreement by Buyer will be binding unless it is in writing 9.1 Unless otherwise agreed in writing by Seller(a)all prices are net,FOB carrier,Seller's warehouse and(b)title to and risk of and is signed by an authorized representative of Seller,and no modification of this Agreement shall be effected by the parties' loss of the Product shall pass to Buyer at F.O.B.point.Seller is not responsible for any loss,damage,or delay that may occur course of dealing,usage,or trade custom. By taking delivery of Product,Buyer shall be conclusively deemed to have accepted after Products have been accepted for shipment by the carrier.Claims for shipping damages must be made directly with the car- and assented to these General Terms and Conditions.In the event that Buyer and Seller engage in any electronic transactions, rier. Applicable taxes,duties,foreign exchange,and other charges shall be calculated at the rate in effect at the time of transfer including,but not limited to,electronic data interchange or facsimile exchanges,such electronic exchanges shall be considered of title to Buyer as valid and legally binding and shall be subject to the terms and conditions of this Agreement. 9.2 Buyer shall cooperate fully with Seller's efforts to deliver Product,and shall be appropriately prepared to safely and prompt- 2.Separate Transactions. Each shipment shall constitute a separate and independent transaction and Seller may recover for ly receive Product when delivered. each such shipment without reference to any other.If Buyer is in default of any term or condition of this Agreement,Seller may, 9.3 Buyer is responsible for checking all Products to ensure that the correct volume,concentration levels,and type of Products at its option,without waiving its right to terminate this Agreement,defer further shipments hereunder until such default is reme- have been received.Any shortage,excess,mis-shipment,or defect in any Product must be reported to Seller within seven(7) died(in which event Seller may elect to extend the term of this Agreement for a period of time equal to the period of time dur- days of receipt of the Product by Buyer.Seller shall not be responsible for any claim for shortages or failure to meet specifica- ing which shipments were so deferred),or,in addition to any other right or remedy at law or in equity,Seller may decline further tions after this time.In case of bulk carload or tank car shipments,Seller's weight shall govern absent manifest error performance of this Agreement.Seller may furthermore delay or refuse to ship Product to Buyer if Buyer delays delivery or if in 9.4 Buyer shall provide adequate access to on site tanks,or other suitable receptacles,to allow for the efficient unloading of the Seller's opinion the sale of Product may result in an environmental health or safety danger or hazard.if,in the judgment of Seller, Products. the financial responsibility of Buyer shall at any time become impaired,Seller may suspend credit,cancel any unfilled orders, 9.5 Late delivery or failure to supply shall in no event entitle Buyer to vary or cancel this Agreement,or to claim damages in and/or decline to make further deliveries under this Agreement except upon receipt,before shipment,of payment in cash or sat- respect thereof.Delivery of Products to Buyer's location shall constitute delivery to Buyer,and all risk of loss or damage shall isfactory security for such payment. thereupon be assumed by Buyer, 3.Product Returns.No Product sold hereunder shall be returned to Seller without Seller's prior written permission.Approved 9.6 Upon Buyer's reasonable request,Seller may,at its option,assist Buyer in loading or unloading Product,but such assistance Product returns shall be subject to a restocking charge equal to 25%of the then current sale price FOB Seller's warehouse as will be rendered at Buyer's sole risk.BUYER SHALL DEFEND,INDEMNIFY AND SAVE SELLER GROUP HARMLESS FROM AND indicated in the product return approval,with return freight charges for Buyer's account.For Product that cannot be returned, AGAINST ANY AND ALL LOSSES,DAMAGES,INJURIES,LIABILITIES,ACTIONS,CLAIMS OR PROCEEDINGS OF WHATEVER Seller may,in its discretion,provide Buyer with assistance on regulatory issues,disposal options and cost estimates. NATURE ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH THE LOADING,DELIVERY OR UNLOADING OF THE PRODUCTS WHETHER OR NOT BASED ON SELLER GROUP'S ACTS OR OMISSIONS. 4.Warranties. 10.Demurrage and Buyer's Delay.If Products are shipped in tank wagons or hopper trucks furnished by a carrier,all charges 4.1 Subject to clauses 4.2.4.3 and 4.4,Seller will replace, if necessary.any Product that does not meet the"Product made by the carrier for detention at destination shall be for Buyer's account and shall be payable to Seller. Specifications Submitted by Buyer",if any,on page one(1)of the attached Cover Sheet or if none,the manufacturer's specifi- Buyer shall unload and return delivery equipment to carrier within the tariff or contracted period without incurring any demur- cations.Seller may,at its sole option,elect to credit Buyer for the purchase price of any defective Product in lieu of replacement. rage and/or detention charges.If the delivery of Products is delayed or prevented by circumstances caused by Buyer,including, 4.2 Replacement of,or credit for,defective Products is subject to and conditional upon: without limitation,by Buyer's inability to accept delivery,Buyer shall pay all costs associated with the delayed delivery,storage (a)Buyer's account with Seller being current and in good standing; of the Products,insurance,and any costs incurred by Seller in making further attempts to deliver the Products. 11.Revision of Price.Seller shall have the right to revise the price of any Product by written notice to Buyer.In the event Seller (b)written notice from the Buyer within seven(7)days of delivery of any Product that does not meet specifications; is prevented by any governmental restriction from increasing any price herein or from continuing any price already in effect, (c)provision of independent evidence satisfactory to Seller that the Product does not meet specifications, Seller may terminate this Agreement upon fifteen(15)days prior written notice to Buyer. (d)the provision of a sample of the Product to Seller for testing; 12.Payment,Price and Non-Price Charges;Credits. 12.1 Until a specific order is accepted by Seller,quoted prices are subject to change without notice.Orders may not be cancelled (e)proper storage of the Product in accordance with Seller's or manufacturer's instructions, once accepted by Seller.Seller reserves the right to correct any clerical or mathematical errors. (f)decontamination of storage receptacles in accordance with statutory regulations and use of best practices prior to placing any 12.2 Unless otherwise agreed in writing by Seller,payment terms are Net 30 days.All payments due hereunder shall be made to Product in the receptacle;and Seller in lawful money of the United States at the location indicated on Seller's invoice.Acceptance by Seller of sales drafts, (g)use of Products for their intended purpose. checks or other forms of payment is provisional only and is subject to immediate collection of the full face amount thereof.Buyer agrees to pay all taxes(If any)upon the sale,delivery,storage and use of the Product. Buyer shall reimburse Seller for all taxes, 4.3 This Warranty excludes damage to or alteration of Products arising from circumstances outside the control of Seller,includ- increases in or new taxes,excises or other charges which Seller may be required to pay to any government(national,state, ing,without limitation.,mixing of other chemicals or products. provincial or local)upon,or measured by,the production,sale,transportation or use of,any Product sold hereunder. 4.4 The Buyer agrees to use the Products in accordance with: 12.3 If Buyer does not pay on time,Seller may(i)place Buyer on C.O.D.,(ii)suspend deliveries;and/or(iii)charge interest at a rate of 2%per month(24%per annum),or the maximum allowed under applicable law,if less,on all overdue charges and (a)any instructions provided to it by Seller from time to time: interest. (b)all federal,state and local laws and regulations governing the storage,use and maintenance of the Products,and 12.4 Buyer shall pay the fees and prices set forth in this Agreement and any other special non-Price charges(including tempo- rary emergency,plant outage,insurance and fuel and energy surcharges)that Seller may assess,from time to time.Non-Price (c)best industry practices. charges are not subject to the provisions of Paragraph 11 and may be amended or added at Seller's discretion.Any credit issued THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED,STATUTORY OR OTHERWISE,INCLUDING by Seller to Buyer on account of Products may only be applied against the future purchase of Products by Buyer and will not be BUT NOT LIMITED TO,ANY WARRANTY OF MERCHANTABILITY,NON-INFRINGEMENT,OR FITNESS FOR A PARTICULAR PUR- paid in cash.Any such credit will expire one(1)year after the date of issuance,and Seller will have no obligation with respect POSE.Determination of the suitability of the Product(s)supplied hereunder for the uses and applications contemplated by Buyer thereto in the event that Buyer does not apply the credit against the cost of purchases from Seller prior to such expiry date. and others shall be the sole responsibility of Buyer. 13.Force Majeure;Allocation of Product, The warranty in clause 4.1 constitutes Buyer's sole remedy and Seller's sole obligation with respect to Products furnished here- 13.1 Seller shall not be liable in damages or otherwise,for delay or impairment or failure of performance by reason of causes under. beyond Seller's control,including without limitation,claims of force majeure,allocations of product,work stoppages or slow- 5.Claims. No claim shall be allowable after any such Product has been processed in any manner,and claims on account of downs,plant closures,or price increases by Seller's suppliers,strikes,labor difficulties,shortage of fuel,power,raw materials defect in quality,or loss of.damage to,or shortage in quantity of,the Product shall be deemed to be waived by the Buyer unless or supplies,inability to obtain shipping space,transportation delays,fire,floods,accidents,riots,acts of God,war or terrorism, made in writing within seven(7)days from the date of receipt at destination.No action,regardless of form,arising out of the governmental interference or embargo,and Buyer waives any right to assert a claim against Seller in respect thereof. nve if,at any time,in Seller's opinion there iso period of shortage re supply of Products for any reason,Seller may allocate its sale or delivery of Product hereunder,may be commenced by Buyer more than one year after the occurrence of the event giving inventory between Buyer and Seller's other customers in its sole discretion with no liability on Seller's part for failure to deliver the rise to such cause of action. nve quantity orany portion thereof specified on any order,and Buyer waives any right to assert a claim against Seller in respect thereof. 6.Limitation of Liability;Limitation of Damages;Remedies.BUYER ASSUMES ALL RISKS AND RESPONSIBILITY RESULT- 14 Shipping Methods and Schedules. Unless at the time of Buyer's acceptance of Seller's Quotation,Buyer specifies in writ- 1NG FROM THE HANDLING,USE,STORAGE,OR RESALE OF THE PRODUCTS,WHETHER USED SINGLY OR IN A COMBINA- ing the desired method of transportation(air express,motor freight,etc.).Seller will use its judgment in selecting the carrier and TION WITH OTHER PRODUCTS.SELLER ASSUMES NO OBLIGATION OR LIABILITY FOR THE TECHNICAL ADVICE GIVEN BY route.Delivery schedules are estimated and assume timely receipt of all necessary information and documentation from Buyer, SELLER WITH REFERENCE TO THE USE OF THE PRODUCTS OR RESULTS WHICH MAY BE OBTAINED THEREFROM,AND ALL and Seller assumes responsibility for delays.If Buyer delays delivery e any Product,Seller may invoice Buyer for such SUCH ADVICE IS GIVEN AND ACCEPTED AT BUYER'S SOLE RISK.BUYER HEREBY WAIVES ALL CLAIMS AGAINST SELLER Product,and hold it at Buyer's sole risk and expense pending instructions from Buyer. FOR CONSEQUENTIAL DAMAGES,LOSS OF OR DAMAGE TO GOODWILL,LOSS OF PROFITS OR BUSINESS OR ANY OTHER DIRECT,INDIRECT,SPECIAL,INCIDENTAL,PUNITIVE OR EXEMPLARY DAMAGES,EVEN IF SELLER HAS BEEN ADVISED OR 15.General Provisions. HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES,AND BUYER AGREES TO DEFEND,INDEMNIFY AND HOLD SELLER,_. 15.1 It Buyer takes the benefit of or becomes subject to any provision of applicable bankruptcy or Insolvency law.Seller will have ITS SUBSIDIARIES,AFFILIATED COMPANIES AND THEIR RESPECTIVE EMPLOYEES,DIRECTORS,OFFICERS AND AGENTS the right,by written notice,to immediately terminate this Agreement. Seller may also terminate this Agreement.in addition to !COLLECTIVELY "SELLER GROUP") HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, any other rights Seller may have at law or in equity,if within ten(10)days of being notified by Seller Buyer has failed to reme- LIABILITIES,COSTS AND EXPENSES ARISING OUT OF SUCH USE,HANDLING,STORAGE OR RESALE.BUYER'S EXCLUSIVE dy a monetary or any other default. REMEDY AND SELLER GROUP'S TOTAL LIABILITY HEREUNDER WHETHER IN CONTRACT,TORT,OR STRICT LIABILITY FOR 15.2 Buyer may not assign this Agreement withoutthe prior written consent of Seller.For the purposes of this Agreement,assign- INDEMNITY,DEFENSE OR OTHERWISE SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE PRODUCT WITH merit shall include any assignment by merger or other operation of law.This Agreement shall be binding upon and inure to the RESPECT TO WHICH SUCH CLAIM IS MADE. IN THE CASE OF BULK DELIVERIES.SELLER GROUP'S TOTAL LIABILITY SHALL benefit of the respective successors and permitted assigns of each of the parties hereto.Buyer will obtain a written assumption IN NO EVENT EXCEED THE PURCHASE PRICE CHARGED TO BUYER FOR THE DELIVERY OF PRODUCT IMMEDIATELY PRE- of this Agreement,in form acceptable to Seller,from any permitted transferee of Buyer. CEDING THE DATE OF SUCH CLAIM. BUYER HEREBY SPECIFICALLY WAIVES ALL OTHER RIGHTS,IF ANY.TO INDEMNIF- 15.3 This Agreement shall be governed by and enforced in accordance with the laws of the state in which the Seller's corporate CATION BY SELLER WHICH MAY BE AVAILABLE AT LAW.INCLUDING INDEMNIFICATION UNDER STATE,FEDERAL,OR COM- office is located without reference to its conflict of law rules. Buyer,by taking delivery of any Product,shall be conclusively MON LAW. deemed to have consented to personal jurisdiction in the aforementioned state or province and to have waived any right to object 7.Safety. to such jurisdiction on any basis,including but not limited to,forum non conveniens. The parties hereby expressly waive their 7.1 Buyer acknowledges that there may he hazards associated with the possession and use of the Product and its containers and right to a jury that. The parties hereby expressly exclude the application of The United Nations Convention on Contracts for the International Sale of Goods to this Agreement. shall assume all liability resulting from,or in any way connected with,its or their possession,transportation.handling,resale or use or its or their suitability for any particular use. Buyer acknowledges the hazardous nature of the Product,and that it has a 15.4 Any notices required or given in connection with this Agreement shall be sent or delivered in writing, the address and to duty to warn,protect and train as appropriate all persons who may be exposed to these hazards. Buyer also acknowledges that the attention the persons specified on the Cover Sheet,which the parties agree to promptly update as necessary.essary.Notice shall Seller has provided it with appropriate Material Safety Data Sheets)("MSDS").Upon request of Buyer,Seller shall supply Buyer he deemed given the day on which tit actually received or refused by the other party. with additional MSDS.Buyer understands that the Product must not be handled or used without first consulting the MSDS.Buyer 15.5 The waiver by y either party of any of its rights under this Agreement shall not be construed as constituting a precedent,and will ensure that all of its employees and all other persons who might become exposed to the Product receive and refer to copies shall not in any way affect,limit or prevent such parry's right thereafter to enforce and compel strict compliance with each and of he MSDS. every term or condition contained herein.The acceptance by the Seller of any payment after the specified due date shall not con- of the In the event that Seller elects to respond to an emergency involving Product sold by Seller,Buyer hereby consents to,and stitute a waiver of the Buyer's obligation to make further payments on the specified due dates. Seller shall be entitled to recov- releases Seller Group,from liability for any actions Seller Group may take or fail to take connection with such emergency. er its costs and expenses,including reasonable attorneys'fees.in any suit brought by Seller in connection with this Agreement. 15.6 If any provision or provisions of this Agreement shall be held re be illegal or unenforceable the legality and enforceability of Buyer furthermore agrees to defend,indemnify and save Seller Group harmless from and against any and all losses,damages, the remaining provisions shall not in any injuries,liabilities,actions,claims or proceedings of whatever nature,arising directly or indirectly in connection with such emer- gency, way be affected or impaired. 15.7 All specifications,formulae,drawings,illustrations,descriptive matter and particulars contained in Seller's catalogs,web- whether or not based on Seller Group's acts or omissions. site and marketing documents(the"Descriptions")are indicative only,do not form part of this Agreement,and are not repre- 8.Returnable Containers.Buyer acknowledges that all returnable containers shall remain the property of Seller and shall not be sentations or warranties of any kind.No discrepancy between the Products and the Descriptions will entitle the Buyer to rescind used by Buyer for purposes other than the storage of Product delivered therein by Seller.Buyer undertakes to return such con- this Agreement or seek compensation or damages. tainers to Seller promptly when empty,but in no event later than ninety(90)days from the date of delivery.Buyer shall pay Seller's 15.8 Seller may vary or amend this Agreement by notice in writing to Buyer at any time.Any variations or amendments,includ- container deposit charges,as established by Seller from time to time,and shall remit the amounts of such charges when mak- ing,without limitation,any price increases,will apply to orders placed by Buyer after the date of the notice. ing payment for the Product delivered therein.Container deposit charges shall be refunded to Buyer upon return of the contain- 15.9 If Buyer requests any amendment to this Agreement,Seller may increase the price of Products to account for any increased ers,provided they are returned to Seller in good and reusable condition(normal wear and tear excepted)within ninety(90)days costs occasioned thereby. of the date of delivery and have been used only for storage of the original contents.If returnable containers are not returned in 15.10 Unless Buyer is authorized to distribute the Products delivered hereunder pursuant to a written agreement with Seller,the such condition within ninety(90)days of delivery,the deposit shall be forfeited and retained by Seller.In addition to the forfei- Products are supplied to Buyer for Buyer's'internal use only,and Buyer may not repackage,resell or otherwise distribute the ture of the deposit.Buyer shall be liable to Seller for an amount equal to the difference between the deposit and the replacement Products to third parties without the prior written consent of Seller. Brenntag Mid-South, Inc. B R E N N TAG 1405 Highway 136 W e P.O.BOX 20 m Henderson,Kentucky 42419-0020 INVOICE#: BMS250143 INV DATE: 7/03/12 *** PAGE 1 OF 1 *** DUE DATE: 8/02/12 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 : 7/03/12 TERMS NET 30 DAYS B./L. #. . ._ _. : 31.68.9-00 _ .SHIP_.WHS.: _ .29 SALFSPR.SN_;__.2.9.4._ CUSTOMER # . : 897255 SHIP VIA: OUR TRUCK - PKG CUSTOMER PO# : SCHEDULED RELEASE FOB . . : DELIVERED TAX EX# : 0031201550-020 UNITS SHIPPED PROD # WGT/GAL TOTAL QTY UNIT PRICE EXTENDED ---------------- -- -- - -- -- -------- - - - - -- - --- -- -- - ---- -- --- - - -- -- -- -- ------ ------- 299 . 9990 365998 10 . 140 299 . 9990G 2 . 8300 849 . 00 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 849 . 00 - ---- - -------- --- PAID ON OR PRIOR TO 8/02/12 INVOICE TOTAL 849 . 00 PAID AFTER 8/02/12 INVOICE TOTAL 865 .98 Original Document ***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.This Agreement,including the Cover Sheet pages,any schedules hereto,and any Seller's Credit Application value of any returnable container that is not returned to the Seller.Buyer accepts sole responsibility for the disposal of any non- signed by Buyer constitute the final expression of the agreement between Buyer and Seller with respect to the subject matter returnable containers in accordance with applicable law.Buyer agrees to defend,indemnify,and save Seller Group harmless from hereof and a complete,fully integrated and exclusive statement of their agreement in this regard and there are no understand- and against any and all claims,losses,damages,or expenses arising from Buyer's handling,use,storage,or disposal of any con- ings,agreements,covenants,representations or warranties of any kind,express or implied,not expressly set forth herein.No tainer provision of any purchase order or other document issued by Buyer will alter or add to the terms of this Agreement,and any g.Delivery. such provision will be void and of no effect. No modification of this Agreement by Buyer will be binding unless it is in writing 9.1 Unless otherwise agreed in writing by Seller(a)all prices are net,FOB carrier,Seller's warehouse and(b)title to and risk of and is signed by an authorized representative of Seller,and no modification of this Agreement shall be effected by the parties' loss of the Product shall pass to Buyer at F.O.B.point.Seller is not responsible for any loss,damage,or delay that may occur course of dealing,usage,or trade custom. By taking delivery of Product,Buyer shall be conclusively deemed to have accepted after Products have been accepted for shipment by the carrier.Claims for shipping damages must be made directly with the car- and assented to these General Terms and Conditions.In the event that Buyer and Seller engage in any electronic transactions, rier. Applicable taxes,duties,foreign exchange,and other charges shall be calculated at the rate in effect at the time of transfer Including,but not limited to,electronic data interchange or facsimile exchanges,such electronic exchanges shall be considered of title to Buyer. as valid and legally binding and shall be subject to the terms and conditions of this Agreement. 92 Buyer shall cooperate fully with Seller's efforts to deliver Product,and shall be appropriately prepared to safely and prompt- 2.Separate Transactions. Each shipment shall constitute a separate and independent transaction and Seller may recover for ly receive Product when delivered. each such shipment without reference to any other.If Buyer is in default of any term or condition of this Agreement,Seller may, 9.3 Buyer is responsible for checking all Products to ensure that the correct volume,concentration levels,and type of Products at its option,without waiving its right to terminate this Agreement,defer further shipments hereunder until such default is reme- have been received.Any shortage,excess,mis-shipment,or defect in any Product must be reported to Seller within seven(7) died(in which event Seller may elect to extend the term of this Agreement for a period of time equal to the period of time our- days of receipt of the Product by Buyer.Seller shall not be responsible for any claim for shortages or failure to meet specifica- ing which shipments were so deferred),or,in addition to any other right or remedy at law or in equity,Seller may decline further tions after this time.In case of bulk carload or tank car shipments,Seller's weight shall govern absent manifest error. performance of this Agreement.Seller may furthermore delay or refuse to ship Product to Buyer it Buyer delays delivery or if in 9.4 Buyer shall provide adequate access to on site tanks,or other suitable receptacles,to allow for the efficient unloading of the Seller's opinion the sale of Product may result in an environmental health or safety danger or hazard.If,in the judgment of Seller, Products. the financial responsibility of Buyer shall at any time become impaired,Seller may suspend credit,cancel any unfilled orders, 9.5 Late delivery or failure to supply shall in no event entitle Buyer to vary or cancel this Agreement,or to claim damages in and/or decline to make further deliveries under this Agreement except upon receipt,before shipment,of payment in cash or sat- respect thereof.Delivery of Products to Buyer's location shall constitute delivery to Buyer,and all risk of loss or damage shall isfactory security for such payment. thereupon be assumed by Buyer. 3.Product Returns.No Product sold hereunder shall be returned to Seller without Seller's prior written permission.Approved 9.6 Upon Buyer's reasonable request,Seller may,at its option,assist Buyer in loading or unloading Product,but such assistance Product returns shall be subject to a restocking charge equal to 25%of the then current sale price FOB Seller's warehouse as will be rendered at Buyer's sole risk.BUYER SHALL DEFEND,INDEMNIFY AND SAVE SELLER GROUP HARMLESS FROM AND indicated in the product return approval,with return freight charges for Buyer's account.For Product that cannot be returned, AGAINST ANY AND ALL LOSSES,DAMAGES,INJURIES,LIABILITIES,ACTIONS,CLAIMS OR PROCEEDINGS OF WHATEVER Seller may,in its discretion,provide Buyer with assistance on regulatory issues,disposal options and cost estimates. NATURE ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH THE LOADING,DELIVERY OR UNLOADING OF THE PRODUCTS WHETHER OR NOT BASED ON SELLER GROUP'S ACTS OR OMISSIONS. 4.Warranties. 10.Demurrage and Buyer's Delay.If Products are shipped in tank wagons or hopper trucks furnished by a carrier.all charges 4.1 Subject to clauses 4.2,4.3 and 4.4,Seller will replace, if necessary,any Product that does not meet the"Product made by the carrier for detention at destination shall be for Buyer's account and shall be payable to Seller. Specifications Submitted by Buyer',if any,on page one(1)of the attached Cover Sheet or if none,the manufacturer's specifi- Buyer shall unload and return delivery equipment to carrier within the tariff or contracted period without incurring any demur- cations.Seller may,at its sole option,elect to credit Buyer for the purchase price of any defective Product in lieu of replacement. rage and/or detention charges.If the delivery of Products is delayed or prevented by circumstances caused by Buyer,including. 4.2 Replacement of,or credit for,defective Products is subject to and conditional upon: without limitation,by Buyer's inability to accept delivery,Buyer shall pay all costs associated with the delayed delivery,storage (a)Buyer's account with Seller being current and in good standing; of the Products,insurance,and any costs incurred by Seller in making further attempts to deliver the Products. 11.Revision of Price.Seller shall have the right to revise the price of any Product by written notice to Buyer.In the event Seller (b)written notice from the Buyer within seven(7)days of delivery of any Product that does not meet specifications, is prevented by any governmental restriction from increasing any price herein or from continuing any price already in effect, (c)provision of independent evidence satisfactory to Seller that the Product does not meet specifications, Seller may terminate this Agreement upon fifteen(15)days prior written notice to Buyer. (d)the provision of a sample of the Product to Seller for testing, 12.Payment,Price and Non-Price Charges;Credits. (e)proper storage of the Product in accordance with Seller's or manufacturer's instructions; 12.1 Until a specific order is accepted by Seller,quoted prices are subject to change without notice.Orders may not be cancelled once accepted by Seller.Seller reserves the right to correct any clerical or mathematical errors. (f)decontamination of storage receptacles in accordance with statutory regulations and use of best practices prior to placing any 12.2 Unless otherwise agreed in writing by Seller,payment terms are Net 30 days.All payments due hereunder shall be made to Product in the receptacle,and Seller in lawful money of the United States at the location indicated on Seller's invoice.Acceptance by Seller of sales drafts, checks or other forms of payment is provisional only and is subject to immediate collection of the full face amount thereof.Buyer (g)use of Products for their intended purpose. agrees to pay all taxes(if any)upon the sale,delivery,storage and use of the Product. Buyer shall reimburse Seller for all taxes, 4.3 This Warranty excludes damage to or alteration of Products arising from circumstances outside the control of Seller,includ- increases in or new taxes,excises or other charges which Seller may be required to pay to any government(national,state. ing,without limitation,mixing of other chemicals or products. provincial or local)upon,or measured by,the production,sale,transportation or use of,any Product sold hereunder. 4.4 The Buyer agrees to use the Products in accordance with: 12.3 It Buyer does not pay on time,Seller may(i)place Buyer on C.O.D.,(ii)suspend deliveries;and/or(iii)charge interest at a rate of 2%per month(24%per annum),or the maximum allowed under applicable law,if less,on all overdue charges and (a)any instructions provided to it by Seller from time to time: interest. (b)all federal,state and local laws and regulations governing the storage,use and maintenance of the Products;and 12.4 Buyer shall pay the fees and prices set forth in this Agreement and any other special non-Price charges(including tempo- rary emergency,plant outage,insurance and fuel and energy surcharges)that Seller may assess,from time to time.Non-Price (c)best industry practices. charges are not subject to the provisions of Paragraph 11 and may be amended or added at Seller's discretion.Any credit issued THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED,STATUTORY OR OTHERWISE,INCLUDING by Seller to Buyer on account of Products may only be applied against the future purchase of Products by Buyer and will not be BUT NOT LIMITED TO,ANY WARRANTY OF MERCHANTABILITY,NON-INFRINGEMENT,OR FITNESS FOR A PARTICULAR PUR- paid in cash.Any such credit will expire one(1)year after the date of issuance,and Seller will have no obligation with respect POSE.Determination of the suitability of the Product(s)supplied hereunder for the uses and applications contemplated by Buyer thereto in the event that Buyer does not apply the credit against the cost of purchases from Seller prior to such expiry date. and others shall be the sole responsibility of Buyer. 13.Force Majeure;Allocation of Product. The warranty in clause 4.1 constitutes Buyer's sole remedy and Seller's sole obligation with respect to Products furnished here- 13.1 Seller shall not be liable in damages or otherwise,for delay or impairment or failure of performance by reason of causes under. beyond Seller's control,including without limitation,claims of force majeure,allocations of product,work stoppages or slow- 5.Claims. No claim shall be allowable after any such Product has been processed in any manner,and claims on account of downs,plant closures,or price increases by Seller's suppliers,strikes,tabor difficulties,shortage of fuel.power,raw materials defect in quality,or loss of,damage to,or shortage in quantity of,the Product shall be deemed to be waived by the Buyer unless or supplies,inability to obtain shipping space,transportation delays,fire,floods,accidents,riots,acts of God,war or terrorism, governmental interference er embargo,and Buyer waives any right to assert a claim against Seller in respect thereof. made in writing within seven(7)days from the date of receipt at destination.No action,regardless of form,arising out of the If,at any time,in Seller's opinion there iso period of shortage re supply of Products for any reason,Seller may allocate its sale or delivery of Product hereunder,may be commenced by Buyer more than one year after the occurrence of the event giving inve ntory between Buyer and Seller's other customers in its sole discretion with no liability on Seller's part for failure to deliver the rise to such cause of action. inventory quantity orally portion thereof specified on any order,and Buyer waives any rightto assert a claim against Seller in respectmereof. 6.Limitation of Liability;Limitation of Damages;Remedies.BUYER ASSUMES ALL RISKS AND RESPONSIBILITY RESULT- 14.Shipping Methods and Schedules. Unless at the time of Buyer's acceptance of Seller's Quotation.Buyer specifies in wril- ING FROM THE HANDLING,USE,STORAGE,OR RESALE OF THE PRODUCTS,WHETHER USED SINGLY OR IN A COMBINA- ing the desired method of transportation(air express,motor freight,etc.),Seller will use its judgment in selecting the carrier and TION WITH OTHER PRODUCTS.SELLER ASSUMES NO OBLIGATION OR LIABILITY FOR THE TECHNICAL ADVICE GIVEN BY route.Delivery schedules are estimated and assume timely receipt of all necessary information and documentation from Buyer, SELLER WITH REFERENCE TO THE USE OF THE PRODUCTS OR RESULTS WHICH MAY BE OBTAINED THEREFROM,AND ALL and Seller assumes no responsibility for delays.If Buyer delays delivery of any Product,Seller may invoice Buyer for such SUCH ADVICE IS GIVEN AND ACCEPTED AT BUYER'S SOLE RISK.BUYER HEREBY WAIVES ALL CLAIMS AGAINST SELLER Product,and hold it at Buyer's sole risk and expense pending instructions from Buyer. FOR CONSEQUENTIAL DAMAGES,LOSS OF OR DAMAGE TO GOODWILL,LOSS OF PROFITS OR BUSINESS OR ANY OTHER DIRECT,INDIRECT,SPECIAL,INCIDENTAL,PUNITIVE OR EXEMPLARY DAMAGES,EVEN IF SELLER HAS BEENADVISED OR 15.General Provisions. HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES,AND BUYER AGREES TO DEFEND,INDEMNIFY AND HeLD SELLER, 15.11f Buyer takes the benefit of of becomes subject to any provision of-applicable bankruptcy or insolvency law.Seller will have ITS SUBSIDIARIES,AFFILIATED COMPANIES AND THEIR RESPECTIVE EMPLOYEES,DIRECTORS,OFFICERS AND AGENTS the right,by written notice,to immediately terminate this Agreement. Seller may also terminate this Agreement,in addition to (COLLECTIVELY "SELLER GROUP") HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, any other rights Seller may have at law or in equity.if within ten(10)days of being notified by Seller,8uyer has failed to reme- LIABILITIES,COSTS AND EXPENSES ARISING OUT OF SUCH USE,HANDLING,STORAGE OR RESALE.BUYER'S EXCLUSIVE dy a monetary or any other default. REMEDY AND SELLER GROUP'S TOTAL LIABILITY HEREUNDER WHETHER IN CONTRACT,TORT,OR STRICT LIABILITY FOR 15.2 Buyer may not assign this Agreement without the prior written consent of Seller Forthe purposes of this Agreement,assign- INDEMNITY,DEFENSE OR OTHERWISE SHALL!N NO EVENT EXCEED THE PURCHASE PRICE OF THE PRODUCT WITH ment shall include any assignment by merger or other operation of law.This Agreement shall be binding upon and inure to the RESPECT TO WHICH SUCH CLAIM IS MADE. IN THE CASE OF BULK DELIVERIES,SELLER GROUP'S TOTAL LIABILITY SHALL benefit of the respective successors and permitted assigns of each of the parties hereto.Buyer will obtain a written assumption IN NO EVENT EXCEED THE PURCHASE PRICE CHARGED TO BUYER FOR THE DELIVERY OF PRODUCT IMMEDIATELY PRE- of this Agreement,in form acceptable to Seller,from any permitted transferee of Buyer. CEDING THE DATE OF SUCH CLAIM. BUYER HEREBY SPECIFICALLY WAIVES ALL OTHER RIGHTS,IF ANY,TO INDEMNIF- 15.3 This Agreement shall be governed by and enforced in accordance with the laws of the state in which the Seller's corporate CATION BY SELLER WHICH MAY BE AVAILABLE AT LAW,INCLUDING INDEMNIFICATION UNDER STATE,FEDERAL,OR COM- office Is located without reference to its conflict of law rules. Buyer,by taking delivery of any Product,shall be conclusively MON LAW. deemed to have consented to personal jurisdiction in the aforementioned state or province and to have waived any right to object 7.Safety. to such jurisdiction on any basis,including but not limited to,forum non conveniens. The parties hereby expressly waive their 7.1 Buyer acknowledges that there may be hazards associated with the possession and use of the Product and its containers and right to a jury trial. The parties hereby expressly exclude the application of The United Nations Convention on Contracts for the shall assume all liability resulting from,or in any way connected with,its or their possession,transportation,handling,resale or International Sale of Goods to this Agreement. use or its or their suitability for any particular use. Buyer acknowledges the hazardous nature of the Product,and that it has a 15.4 Any notices required or given in connection with this Agreement shall be sent or delivered in writing,to the address and td the attention iv the persons specified on the Cover Sheet,which the parties agree to promptly update as necessary.Notice shall duty to warn,protect and train as appropriate all persons who may be exposed to these hazards. Buyer also acknowledges that be deemed given Seller has provided it with appropriate Material Safety Data Sheet(s)("MSDS").Upon request of Buyer,Seller shall supply Buyer en do the day on which o fit actually received or refused by the other party. with additional MSDS.Buyer understands that the Product must not be handled or used without first consulting the MSDS.Buyer 15.5 The waiver by either party of any its rights under this Agreement shall not be construed as constituting a precedent.and will ensure that all of its employees and all other persons who might become exposed to the Product receive and refer to copies shall not in any way affect,limit or prevent such party's right thereafter to enforce and compel strict compliance with each and of the MSDS. every term or condition contained herein.The acceptance by the Seller of any payment after the specified due date shall not con- 7.2 In the event that Seller elects to respond to an emergency involving Product sold by Seller,Buyer hereby consents to,and stitute a waiver of the Buyer's obligation to make further payments on the specified due dates. Seller shall be entitled to recov- releases Seller Group,from liability for any actions Seller Group may take or fail to take in connection with such emergency. er its costs and expenses,including reasonable attorneys'fees,l any suit brought by Seller in connection with this Agreement. Buyer furthermore agrees to defend,indemnify and save Seller Group harmless from and against any and all losses,damages, 15.6 If any provision or provisions of this Agreement shall be held re he illegal or unenforceable the legality and enforceability of injuries,liabilities,actions,claims or proceedings of whatever nature,arising directly or indirectly in connection with such emer- the remaining provisions shall not in any way be affected e impaired. gency,whether or not based on Seller Group's acts or omissions. site All specifications,formulae,drawings,illustrations,descriptive matter and particulars contained in Seller's catalogs,web- site and marketing documents(the"Descriptions")are indicative only,do not Corm part of this Agreement,and are not repre- 8.Returnable Containers.Buyer acknowledges that all returnable containers shall remain the property of Seller and shall not be sentations or warranties of any kind.No discrepancy between the Products and the Descriptions will entitle the Buyer to rescind used by Buyer for purposes other than the storage of Product delivered therein by Seller.Buyer undertakes to return such con- this Agreement or seek compensation or damages. tainers to Seller promptly when empty,but in no event later than ninety(90)days from the date of delivery.Buyer shall pay Seller's 15.8 Seller may vary or amend this Agreement by notice in writing to Buyer at any time.Any variations or amendments,includ- container deposit charges,as established by Seller from time to time,and shall remit the amounts of such charges when mak- ing,without limitation,any price increases,will apply to orders placed by Buyer after the date of the notice. ing payment for the Product delivered therein.Container deposit charges shall be refunded to Buyer upon return of the contain- 15.9 If Buyer requests any amendment to this Agreement,Seller may increase the price of Products to account for any increased ers,provided they are returned to Seller in good and reusable condition(normal wear and tear excepted)within ninety(90)days costs occasioned thereby. of the date of delivery and have been used only for storage of the original contents.If returnable containers are not returned in 15.10 Unless Buyer is authorized to distribute the Products delivered hereunder pursuant to a written agreement with Seller,the such condition within ninety(90)days of delivery,the deposit shall be forfeited and retained by Seller,In addition to the totter- Products are supplied to Buyer for Buyer's'internal use only,and Buyer may not repackage,resell or otherwise distribute the ture of the deposit,Buyer shall be liable to Seller for an amount equal to the difference between the deposit and the replacement Products to third parties without the prior written consent of Seiler. Brenntag Mid-South, Inc. B R E N N TAG, ]405 Highway 136 W•P.O.BOX 20 IMF Henderson,Kentucky 42419-0020 INVOICE#: BMS255596 INV DATE: 7/12/12 *** PAGE 1 OF 1 *** DUE DATE: 8/11/12 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 : 7/12/12 TERMS NET 30 DAYS B/L # - . 39451-00 - - — -- _ -- _SHTP__WHS_: _---2.9__S_ALFS.P_RSIDI-:-2-9 a__— 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 - --- - ------------- --- --- --- ----- --- - - - -- - - -- -- - ---- ------- -- -- - ---- - - - - ------ --- 299 .4852 723584 9 . 700 299 . 4852G 2 . 8300 847 . 54 1 . 0000 G BULK MURIATIC ACID 20 DEG 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 847 . 54 - -- ------ - ------- PAID ON OR PRIOR TO 8/11/12 INVOICE TOTAL 847.54 PAID AFTER 8/11/12 INVOICE TOTAL 864 .49 Original Document ***ALL SALES SUBJECT TO AND GOVERNED BY THE TERMS AND CONDITIONS SET FORTH ON THE REVERSE SIDE *** GENERAL TERMS AND CONDITIONS OIL SALE 1.Entire Agreement.This Agreement,including the Cover Sheet pages,any schedules hereto,and any Seller's Credit Application value of any returnable container that is not returned to the Seller.Buyer accepts sole responsibility for the disposal of any non- signed by Buyer constitute the final expression of the agreement between Buyer and Seller with respect to the subject matter returnable containers in accordance with applicable law.Buyer agrees to defend,indemnify,and save Seller Group harmless from hereof and a complete,fully integrated and exclusive statement of their agreement in this regard and there are no understand- and against any and all claims,losses,damages,or expenses arising from Buyer's handling,use,storage,or disposal of any con- ings,agreements,covenants,representations or warranties of any kind,express or implied,not expressly set forth herein.No tainer. provision of any purchase order or other document issued by Buyer will alter or add to the terms of this Agreement,and any 9.Delivery. such provision will be void and of no effect. No modification of this Agreement by Buyer will be binding unless it is in writing 9.1 Unless otherwise agreed in writing by Seller(a)all prices are net,FOB carrier,Seller's warehouse and(b)title to and risk of and is signed by an authorized representative of Seller,and no modification of this Agreement shall be effected by the parties' loss of the Product shall pass to Buyer at F.O.B.point.Seller is not responsible for any loss,damage,or delay that may occur course of dealing,usage,or trade custom. By taking delivery of Product,Buyer shall be conclusively deemed to have accepted after Products have been accepted for shipment by the carrier.Claims for shipping damages must be made directly with the car- and assented to these General Terms and Conditions.In the event that Buyer and Seller engage In any electronic transactions, rier. Applicable taxes,duties,foreign exchange,and other charges shall be calculated at the rate in effect at the time of transfer including.but not limited to,electronic data interchange or facsimile exchanges,such electronic exchanges shall be considered of title to Buyer. as valid and legally binding and shall be subject to the terms and conditions of this Agreement. 92 Buyer shall cooperate fully with Seller's efforts to deliver Product,and shall be appropriately prepared to safely and prompt- 2.Separate Transactions. Each shipment shall constitute a separate and Independent transaction and Seller may recover for ly receive Product when delivered, each such shipment without reference to any other.If Buyer is in default of any term or condition of this Agreement,Seller may, 9.3 Buyer is responsible for checking all Products to ensure that the correct volume,concentration levels,and type of Products at its option,without waiving its right to terminate this Agreement,defer further shipments hereunder until such default is reme- have been received.Any shortage,excess,mis-shipment,or defect in any Product must be reported to Seller within seven(7) died(in which event Seller may elect to extend the term of this Agreement for a period of time equal to the period of time our- days of receipt of the Product by Buyer.Seller shall not be responsible for any claim for shortages or failure to meet specifica- ing which shipments were so deferred),or,in addition to any other right or remedy at law or in equity,Seller may decline further tions after this time.In case of bulk carload or tank car shipments,Seller's weight shall govern absent manifest error. performance of this Agreement.Seller may furthermore delay or refuse to ship Product to Buyer if Buyer delays delivery or if in 9.4 Buyer shall provide adequate access to on site tanks,or other suitable receptacles,to allow for the efficient unloading of the Seller's opinion the sale of Product may result in an environmental health or safety danger or hazard.If,in the judgment of Seller, Products, the financial responsibility of Buyer shall at any time become impaired,Seller may suspend credit,cancel any unfilled orders, 9.5 Late delivery or failure to supply shall in no event entitle Buyer to vary or cancel this Agreement,or to claim damages in and/or decline to make further deliveries under this Agreement except upon receipt,before shipment,of payment in cash or sat- respect thereof.Delivery of Products to Buyer's location shall constitute delivery to Buyer,and all risk of loss or damage shall istactory security for such payment. thereupon be assumed by Buyer. 3.Product Returns.No Product sold hereunder shall be returned to Seller without Seller's prior written permission.Approved 9.6 Upon Buyer's reasonable request.Seller may.at its option,assist Buyer in loading or unloading Product,but such assistance Product returns shall be subject to a restocking charge equal to 25%of the then current sale price FOB Seller's warehouse as will be rendered at Buyer's sole risk.BUYER SHALL DEFEND,INDEMNIFY AND SAVE SELLER GROUP HARMLESS FROM AND indicated in the product return approval,with return freight charges for Buyer's account.For Product that cannot be returned, AGAINST ANY AND ALL LOSSES,DAMAGES,INJURIES,LIABILITIES,ACTIONS,CLAIMS OR PROCEEDINGS OF WHATEVER Seller may,in its discretion,provide Buyer with assistance on regulatory issues.disposal options and cost estimates. NATURE ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH THE LOADING,DELIVERY OR UNLOADING OF THE PRODUCTS WHETHER OR NOT BASED ON SELLER GROUP'S ACTS OR OMISSIONS. 4.Warranties. 10.Demurrage and Buyer's Delay.If Products are shipped in tank wagons or hopper trucks furnished by a carrier,all charges 4.1 Subject to clauses 42.4.3 and 4.4,Seller wiif replace,if necessary,any Product that does riot meet the"Product made by the carrier for detention at destination shall be for Buyer's account and shall be payable to Seller. Specifications Submitted by Buyer',if any,on page one(1)of the attached Cover Sheet or if none,the manufacturer's speclfi- Buyer shall unload and return delivery equipment to carrier within the tariff or contracted period without incurring any demur- cations.Seller may,at its sole option,elect to credit Buyer for the purchase price of any defective Product in lieu of replacement. rage and/or detention charges.If the delivery of Products is delayed or prevented by circumstances caused by Buyer,including, 42 Replacement of,or credit for,defective Products is subject to and conditional upon: without limitation.by Buyer's inability to accept delivery.Buyer shall pay all costs associated with the delayed delivery,storage of the Products,insurance,and any costs incurred by Seller in making further attempts to deliver the Products. a)Buyer's account with Seller being current and in good standing; 11.Revision of Price.Seller shall have the right to revise the price of any Product by written notice to Buyer.In the event Seller (b)written notice from the Buyer within seven(7)days of delivery of any Product that does not meet specifications, is prevented by any governmental restriction from increasing any price herein or from continuing any price already in effect, (c)provision of independent evidence satisfactory to Seller that the Product does not meet specifications: Seller may terminate this Agreement upon fifteen It 5)days prior written notice to Buyer (d)the provision of a sample of the Product to Seller for testing; 12.Payment,Price and Non-Price Charges;Credits. 12.1 Until a specific order is accepted by Seller,quoted prices are subject to change without notice.Orders may not be cancelled (e)proper storage of the Product in accordance with Seller's or manufacturer's instructions; once accepted by Seller.Seller reserves the right to correct any clerical or mathematical errors. (f)decontamination of storage receptacles in accordance with statutory regulations and use of best practices prior to placing any 12.2 Unless otherwise agreed in writing by Seller.payment terms are Net 30 days.All payments due hereunder shall be made to Product in the receptacle;and Seller in lawful money of the United States at the location indicated on Seller's invoice.Acceptance by Seller of sales drafts, (g)use of Products for their intended purpose. checks or other forms of payment is provisional only and is subject to immediate collection of the full face amount thereof.Buyer agrees to pay all taxes(it any)upon the sale,delivery,storage and use of the Product. Buyer shall reimburse Seller for all taxes, 4.3 This Warranty excludes damage to or alteration of Products arising from circumstances outside the control of Seller,includ- increases in or new taxes,excises or other charges which Seller may be required to pay to any government(national.state, ing.,without limitation.,mixing of other chemicals or products. provincial or local)upon..or measured by,the production.sale,transportation or use of,any Product sold hereunder. 4.4 The Buyer agrees to use the Products in accordance with: 123 If Buyer does not pay on time,Seller may(i)place Buyer on C.O.D.,(it)suspend deliveries,and/or(iii)charge interest at a rate of 2%per month(24%per annum),or the maximum allowed under applicable law,if less,on all overdue charges and (a)any instructions provided to it by Seller from time to time:. interest. (b)all federal,state and local laws and regulations governing the storage,use and maintenance of the Products;and 12.4 Buyer shall pay the fees and prices set forth in this Agreement and any other special non-Price charges(including tempo- rary emergency,plant outage,insurance and fuel and energy surcharges)that Seller may assess,from time to time.Non-Price (c)best industry practices, charges are not subject to the provisions of Paragraph 11 and may be amended or added at Seller's discretion.Any credit issued THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED,STATUTORY OR OTHERWISE,INCLUDING by Seller to Buyer on account of Products may only be applied against the future purchase of Products by Buyer and will not be BUT NOT LIMITED TO.ANY WARRANTY OF MERCHANTABILITY,NON-INFRINGEMENT,OR FITNESS FOR A PARTICULAR PUR- paid in cash.Any such credit will expire one(1)year after the date of issuance.and Seller will have no obligation with respect POSE.Determination of the suitability of the Products)supplied hereunder for the uses and applications contemplated by Buyer thereto in the event that Buyer does not apply the credit against the cost of purchases from Seller prior to such expiry date. and others shall be the sole responsibility of Buyer. 13.Force Majeure;Allocation of Product. The warranty in clause 4.1 constitutes Buyer's sole remedy and Seller's sole obligation with respect to Products furnished here- 13.1 Seller shall not be liable in damages or otherwise,for delay or impairment or failure of performance by reason of causes under. beyond Seller's control,including without limitation,claims of force majeure,allocations of product,work stoppages or slow- s.Claims. No claim shall he allowable after any such Product has been processed in any manner,and claims on account of downs,plant closures,or price increases by Seller's suppliers,strikes,labor difficulties,shortage of fuel,power,raw materials defect in quality,or loss of,damage to,or shortage in quantity of,the Product shall be deemed to be waived by the Buyer unless or supplies,inability to obtain shipping space,transportation delays,fire,floods.accidents,riots,acts of God,war or terrorism, made in writing within seven(7)days from the date of receipt at destination.No action,regardless of form,arising out of the governmental interference or embargo,and Buyer waives any right to assert a claim against Seller in respect thereof. nve sale or delivery of Product hereunder.may be commenced by Buyer more than one year after the occurrence of the event giving inventory If,at any time;in Seller's opinion there is a period of shortage re supply of Products for any reason,Seller may allocate its ntory between Buyer and Seller's other customers in its sole discretion with no liability on Seller's part for failure to deliver the rise to such cause of action. quantity or any portion thereof specified on any order,and Buyer waives any right to assert a claim against Seller in respect thereof. 6.Limitation of Liability;Limitation of Damages;Remedies.BUYER ASSUMES ALL RISKS AND RESPONSIBILITY RESULT- 14 Shipping Methods and Schedules. Unless at the time of;A$yer's acceptance of Seller's Quotation,Buyer specifies in writ- ING FROM THE HANDLING,USE,STORAGE,OR RESALE OF THE PRODUCTS,WHETHER USED SINGLY OR IN A COMBINA- ing the desired method of transportation(air express,motor freight,etc.),Seiler will use its judgment in selecting the carrier and TION WITH OTHER PRODUCTS.SELLER ASSUMES NO OBLIGATION OR LIABILITY FOR THE TECHNICAL ADVICE GIVEN BY route.Delivery schedules are estimated and assume timely receipt of all necessary information and documentation front Buyer, SELLER WITH REFERENCE TO THE USE OF THE PRODUCTS OR RESULTS WHICH MAY BE OBTAINED THEREFROM,AND ALL and Seller assumes no responsibility for delays.If Buyer delays delivery of any Product,Seller may invoice Buyer for such SUCH ADVICE IS GIVEN AND ACCEPTED AT BUYER'S SOLE RISK.BUYER HEREBY WAIVES ALL CLAIMS AGAINST SELLER Product,and hold it at Buyer's sole risk and expense pending nstructions from Buyer. FOR CONSEQUENTIAL DAMAGES,LOSS OF OR DAMAGE TO GOODWILL,LOSS OF PROFITS OR BUSINESS OR ANY OTHER y p p g v DIRECT,INDIRECT,SPECIAL..INCIDENTAL,PUNITIVE OR EXEMPLARY DAMAGES,EVEN IF SELLER HAS BEEN ADVISED OR 15.General Provisions. HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES,AND-BUYER AGREES TO DEFEND,INDEMNIFY AND HOLD SELLER, 15-1 It Buyer takes the benefit of or becomes.subject many provision of applicable bankruptcv or insolvency law,Seller will have ITS SUBSIDIARIES,AFFILIATED COMPANIES AND THEIR RESPECTIVE EMPLOYEES.DIRECTORS,OFFICERS AND AGENTS the right,by written notice to immediately terminate this Agreement. Seller may also terminate this Agreement,in addition to (COLLECTIVELY "SELLER GROUP") HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, any other rights Seller may have at law or in equity,if within ten(10)days of being notified by Seller.Buyer has failed to reme- LIABILITIES.COSTS AND EXPENSES ARISING OUT OF SUCH USE,HANDLING,STORAGE OR RESALE.BUYER'S EXCLUSIVE dy a monetary or any other default. REMEDY AND SELLER GROUP'S TOTAL LIABILITY HEREUNDER WHETHER IN CONTRACT.TORT,OR STRICT LIABILITY FOR 15.2 Buyer may not assign this Agreement without the priorwritten consent of Seller.For the purposes of this Agreement,assign- INDEMNITY,DEFENSE OR OTHERWISE SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE PRODUCT WITH mem shall include any assignment by merger or other operation of law.This Agreement shall be binding upon and inure to the RESPECT TO WHICH SUCH CLAIM IS MADE. IN THE CASE OF BULK DELIVERIES,SELLER GROUP'S TOTAL LIABILITY SHALL benefit of the respective successors and permitted assigns of each of the parties hereto.Buyer will obtain a written assumption IN NO EVENT EXCEED THE PURCHASE PRICE CHARGED TO BUYER FOR THE DELIVERY OF PRODUCT IMMEDIATELY PRE- of this Agreement,in form acceptable to Seller,from any permitted transferee of Buyer. CEDING THE DATE OF SUCH CLAIM. BUYER HEREBY SPECIFICALLY WAIVES ALL OTHER RIGHTS,IF ANY,TO INDEMNIF- 15.3 This Agreement shall be governed by and enforced in accordance with the laws of the state in which the Seller's corporate CATION BY SELLER WHICH MAY BE AVAILABLE AT LAW,INCLUDING INDEMNIFICATION UNDER STATE,FEDERAL,OR COM- office is located without reference to its conflict of law rules. Buyer,by taking delivery of any Product,shall be conclusively MON LAW. deemed to have consented to personal jurisdiction in the aforementioned state or province and to have waived any right to object 7.Safety. to such jurisdiction on any basis,including but not limited to,forum non conveniens. The parties hereby expressly waive their 7.1 Buyer acknowledges that there may be hazards associated with the possession and use of the Product and its containers and right to a jury trial. The parties hereby expressly exclude the application of The United Nations Convention on Contracts for the shall assume all liability resulting from,or in any way connected with.its or their possession,transportation,handling,resale or International Sale of Goods to this Agreement. use or its or their suitability for any particular use. Buyer acknowledges the hazardous nature of the Product,and that it has a 15.4 Any notices required or given in connection with this Agreement shall be sent or delivered in writing,to the address and to duty to warn,protect and train as appropriate all persons who may be exposed to these hazards. Buyer also acknowledges that the attention of the persons specified on the Cover Sheet,which the parties agree to promptly update as necessary.Notice shall be deemed given Seller has provided it with appropriate Material Safety Data Sheets)("MSDS").Upon request of Buyer,Seller shall supply Buyer the day on which tit actually received or refused by the other party. with additional MSDS.Buyer understands that the Product must not be handled or used without first consulting the MSDS.Buyer 15.5 The waiver by y either party of any of its rights under this Agreement shall not be construed t constituting a precedent.and s will ensure that all of its employees and all other persons who might become exposed to the Product receive and refer to copies shall not in any way affect,limit or prevent such party's right thereafter to enforce and compel strict compliance with each and of the MSDS. every term or condition contained herein.The acceptance by the Seller of any payment after the specified due date shall not con- of t In the event that Seller elects to respond to an emergency involving Product sold by Seller.Buyer hereby consents to,and stitute a waiver of the Buyer's obligation to make further payments on the specified due dates. Seller shall be entitled to recov- releases Seller Group,from liability for any actions Seller Group may take or fail to take in connection with such emergency. er its costs and expenses,including reasonable attorneys'fees,in any suit brought by Seller in connection with this Agreement. Buyer furthermore agrees to defend,indemnify and save Seller Group harmless from and against any and all losses,damages, the r If any provision or provisions of this Agreement shall be held to be illegal or unenforceable the legality and enforceability of injuries,liabilities,actions,claims or proceedings of whatever nature,arising directly or indirectly in connection with such emer- the remaining provisions shall not in any way be affected e impaired. gency,whether or not based on Seller Group's acts or omissions. site All specifications,formulae,drawings,illustrations,descriptive matter and particulars contained in Seller's catalogs,web- site and marketing documents(the"Descriptions")are indicative only,do not form part of this Agreement,and are not repre- 8.Returnable Containers.Buyer acknowledges that all returnable containers shall remain the property of Seller and shall not be serrations or warranties of any kind.No discrepancy between the Products and the Descriptions will entitle the Buyer to rescind used by Buyer for purposes other than the storage of Product delivered therein by Seller.Buyer undertakes to return such con- this Agreement or seek compensation or damages. tainers to Seller promptly when empty,but in no event later than ninety(90)days from the date of delivery.Buyer shall pay Seller's 15.8 Seller may vary or amend this Agreement by notice in writing to Buyer at any time.Any variations or amendments..includ- container deposit charges,as established by Seller from time to time,and shall remit the amounts of such charges when mak- ing,without limitation,any price increases,will apply to orders placed by Buyer after the date of the notice. ing payment for the Product delivered therein.Container deposit charges shall be refunded to Buyer upon return of the contain- 15.9 If Buyer requests any amendment to this Agreement,Seller may increase the price of Products to account for any increased ers,provided they are returned to Seller in good and reusable condition(normal wear and tear excepted)within ninety(90)days costs occasioned thereby. of the date of deliver,and have been used only for storage of the original contents.If returnable containers are not returned in 15.10 Unless Buyer is authorized to distribute the Products delivered hereunder pursuant to a written agreement with Seller,the such condition within ninety(90)days of delivery,the deposit shall be forfeited and retained by Seller.In addition to the forfei- Products are supplied to Buyer for Buyer's'internal use only,and Buyer may not repackage,resell or otherwise distribute the lure of the deposit.Buyer shall be liable to Seller for an amount equal to the difference between the deposit and the replacement Products to third parties without the prior written consent of Seller. Brenntag Mid-South, Inc. B RE N NTAGM 1405 Highway 136 W•P.O. BOX 20e Henderson,Kentucky 42419-0020 INVOICE#: BMS253734 INV DATE: 7/10/12 *** PAGE 1 OF 1 *** DUE DATE: 8/09/12 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 : 7/10/12 TERMS NET 30 DAYS B/L # . . . . . 31692-00 _ S_HIP WHS : _29 SALESPRSN_:_29A___ CUSTOMER—##—. 897255 'SHIP VIA: OUR TRUCK - PKG CUSTOMER PO# : SCHEDULED RELEASE FOB . . : DELIVERED TAX EX# : 0031201550-020 UNITS SHIPPED PROD # WGT/GAL TOTAL QTY UNIT PRICE EXTENDED -------- - - --- - ------ - -- - - - - --- - -- - - --- -- ---- - - - -- - -- - -- - ---- - -- ------------- - -- - 299 . 9990 365998 10 . 140 299 . 9990G 2 . 8300 849 . 00 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 849 . 00 - - ---- -- --------- PAID ON OR PRIOR TO 8/09/12 INVOICE TOTAL 849 . 00 PAID AFTER 8/09/12 INVOICE TOTAL 865 . 98 Original Document ***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.This Agreement,including the Cover Sheet pages,any schedules hereto,and any Seller's Credit Application value of any returnable container that is not returned to the Seller.Buyer accepts sole responsibility for the disposal of any non- signed by Buyer constitute the final expression of the agreement between Buyer and Seller with respect to the subject matter returnable containers in accordance with applicable law.Buyer agrees to defend,indemnify,and save Seller Group harmless from hereof and a complete,fully integrated and exclusive statement of their agreement in this regard and there are no understand- and against any and all claims,losses,damages,or expenses arising from Buyer's handling,use,storage,or disposal of any con- ings,agreements,covenants,representations or warranties of any kind,express or implied,not expressly set forth herein.No tainer. provision of any purchase order or other document issued by Buyer will alter or add to the terms of this Agreement,and any g.Delivery. such provision will be void and of no effect. No modification of this Agreement by Buyer will be binding unless it is in writing 9.1 Unless otherwise agreed in writing by Seller(a)all prices are net,FOB carrier,Seller's warehouse and(b)title to and risk of and is signed by an authorized representative of Seller,and no modification of this Agreement shall be effected by the parties' loss of the Product shall pass to Buyer at F.O.B.point.Seller is not responsible for any loss,damage,or delay that may occur course of dealing,usage,or trade custom. By taking delivery of Product,Buyer shall be conclusively deemed to have accepted after Products have been accepted for shipment by the carrier.Claims for shipping damages must be made directly with the car- and assented to these General Terms and Conditions.In the event that Buyer and Seller engage in any electronic transactions, rier. Applicable taxes,duties,foreign exchange,and other charges shall be calculated at the rate in effect at the time of transfer including,but not limited to,electronic data interchange or facsimile exchanges,such electronic exchanges shall be considered of title to Buyer. as valid and legally binding and shall be subject to the terms and conditions of this Agreement. 9.2 Buyer shall cooperate fully with Seller's efforts to deliver Product,and shall be appropriately prepared to safely and prompt- 2.Separate Transactions. Each shipment shall constitute a separate and independent transaction and Seller may recover for ly receive Product when delivered. each such shipment without reference to any other.If Buyer is in default of any term or condition of this Agreement,Seller may, 9.3 Buyer is responsible for checking all Products to ensure that the correct volume,concentration levels,and type of Products at its option,without waiving its right to terminate this Agreement,deter further shipments hereunder until such default is reme- have been received.Any shortage,excess,mis-shipment,or detect in any Product must be reported to Seller within seven(7) died(in which event Seller may elect to extend the term of this Agreement for a period of time equal to the period of time dur- days of receipt of the Product by Buyer.Seller shall not be responsible for any claim for shortages or failure to meet specifica- ing which shipments were so deferred),or,in addition to any other right or remedy at law or in equity,Seller may decline further tions after this time.In case of bulk carload or tank car shipments.Seller's weight shall govern absent manifest error. performance of this Agreement.Seller may furthermore delay or refuse to ship Product to Buyer if Buyer delays delivery or if in 9.4 Buyer shall provide adequate access to on site tanks,or other suitable receptacles,to allow for the efficient unloading of the Seller's opinion the sale of Product may result in an environmental health or safety danger or hazard.If,in the judgment of Seller, Products. the financial responsibility of Buyer shall at any time become impaired,Seller may suspend credit,cancel any unfilled orders, 9.5 Late delivery or failure to supply shall in no event entitle Buyer to vary or cancel this Agreement,or to claim damages in and/or decline to make further deliveries under this Agreement except upon receipt,before shipment,of payment in cash or sat- respect thereof.Delivery of Products to Buyer's location shall constitute delivery to Buyer;and all risk of loss or damage shall isfactory security for such payment. thereupon be assumed by Buyer. 3.Product Returns.No Product sold hereunder shall be returned to Seller without Seller's prior written permission.Approved 9.6 Upon Buyer's reasonable request,Seller may,at its option,assist Buyer in loading or unloading Product,but such assistance Product returns shall be subject to a restocking charge equal to 25%of the then current sale price FOB Seller's warehouse as will be rendered at Buyer's sole risk.BUYER SHALL DEFEND,INDEMNIFY AND SAVE SELLER GROUP HARMLESS FROM AND indicated in the product return approval,with return freight charges for Buyer's account.For Product that cannot be returned, AGAINST ANY AND ALL LOSSES,DAMAGES,INJURIES,LIABILITIES,ACTIONS,CLAIMS OR PROCEEDINGS OF WHATEVER Seller may fn its discretion,provide Buyer with assistance on regulatory issues,disposal options and cost estimates. NATURE ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH THE LOADING,DELIVERY OR UNLOADING OF THE PRODUCTS WHETHER OR NOT BASED ON SELLER GROUP'S ACTS OR OMISSIONS, 4.Warranties. 10.Demurrage and Buyer's Delay.If Products are shipped In tank wagons or hopper trucks furnished by a carrier,all charges 41 Subject to clauses 4.2,4.3 and 4.4,Seller will replace, if necessary.any Product that does not meet the"Product made by the carrier for detention at destination shall be for Buyer's account and shall be payable to Seller. Specifications Submitted by Buyer',if any,on page one(1)of the attached Cover Sheet or if none,the manufacturer's specifi- Buyer shall unload and return delivery equipment to carrier within the tariff or contracted period without incurring any demur- cations.Seller may,at its sole option,elect to credit Buyer for the purchase price of any defective Product in lieu of replacement. rage and/or detention charges.If the delivery of Products is delayed or prevented by circumstances caused by Buyer.including, 4 2 Replacement of,or credit tor,detective Products is subject to and conditional upon_ vrithout limitation,by Buyer's inability to accept delivery.Buyer shad pay all costs associated with the delayed delivery.storage (a)Buyers account with Seller being current and in good standing; of the Products,insurance,and any costs incurred by Seller in making further attempts to deliver the Products. 11.Revision of Price.Seller shall have the right to revise the price of any Product by written notice to Buyer.In the event Seller (b)written notice from the Buyer within seven(7)days of delivery of any Product that does not meet specifications, is prevented by any governmental restriction from increasing any price herein or from continuing any price already in effect, (c)provision of independent evidence satisfactory to Seller that the Product does not meet specifications, Seller may terminate this Agreement upon fifteen(15)days prior written notice to Buyer. (d)the provision of a sample of the Product to Seller for testing, 12.Payment,Price and Non-Price Charges;Credits. 12.1 Until a specific order is accepted by Seller,quoted prices are subject to change without notice.Orders may not be cancelled (e)proper storage of the Product in accordance with Seller's or manufacturer's instructions, once accepted by Seller.Seller reserves the right to correct any clerical or mathematical errors. (f)decontamination of storage receptacles in accordance with statutory regulations and use of best practices prior to placing any 12.2 Unless otherwise agreed in writing by Seller,payment terms are Net 30 days.All payments due hereunder shall be made to Product in the receptacle,and Seller in lawful money of the United States at the location indicated on Seller's invoice.Acceptance by Seller of sales drafts, (g)use of Products for their Intended purpose. checks or other forms of payment is provisional only and is subject to immediate collection of the full face amount thereof.Buyer agrees to pay all taxes(if any)upon the sale,delivery,storage and use of the Product. Buyer shall reimburse Seller for all taxes. 4.3 This Warranty excludes damage to or alteration of Products arising from circumstances outside the control of Seller,includ- increases in or new taxes,excises or other charges which Seller may be required to pay to any government(national,state, ing.without limitation,mixing of other chemicals or products. provincial or local)upon,or measured by,the production,sale,transportation or use of,any Product sold hereunder. 4.4 The Buyer agrees to use the Products in accordance with: 12.3 If Buyer does not pay on time,Seller may(i)place Buyer on C.O.D.,(it)suspend deliveries:and/or(iii)charge interest at a rate of 2%per month(24%per annum),or the maximum allowed under applicable law,if less,on all overdue charges and (a)any instructions provided to it by Seller from time to time, interest. (b)all federal,state and local laws and regulations governing the storage,use and maintenance of the Products;and 12.4 Buyer shall pay the fees and prices set forth in this Agreement and any other special non-Price charges(including tempo- rary emergency,plant outage,insurance and fuel and energy surcharges)that Seller may assess,from time to time.Non-Price (c)best industry practices. charges are not subject to the provisions of Paragraph 11 and may be amended or added at Seller's discretion.Any credit issued THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED,STATUTORY OR OTHERWISE,INCLUDING by Seller to Buyer on account of Products may only be applied against the future purchase of Products by Buye:and will not be BUT NOT LIMITED TO,ANY WARRANTY OF MERCHANTABILITY,NON-INFRINGEMENT,OR FITNESS FOR A PARTICULAR Pi paid in cash.Any such credit will expire one(1)year after the date of issuance,and Seller will have no obligation with respect POSE.Determination of the suitability of the Product(s)supplied hereunder for the uses and applications contemplated by Buyer thereto in the event that Buyer does not apply the credit against the cost of purchases from Seller prior to such expiry date. and others shall be the sole responsibility of Buyer. 13.force Majeure;Allocation of Product. The warranty in clause 4.1 constitutes Buyer's sole remedy and Seller's sole obligation with respect to Products furnished here- 13.1 Seller shall not be liable in damages or otherwise,for delay or impairment or failure of performance by reason of causes under. beyond Seller's control,including without limitation,claims of force majeure,allocations of product,work stoppages or slow- 5.Claims. No claim shall be allowable after any such Product has been processed in any manner,and claims on account of downs,plant closures,or price increases by Seller's suppliers,strikes,labor difficulties,shortage of fuel,power,raw materials defect in quality,or loss of,damage to,or shortage in quantity of,the Product shall be deemed to be waived by the Buyer unless or supplies,inability to obtain shipping space,transportation delays,fire,floods,accidents.riots,acts of God,war or terrorism, made in writing within seven(7)days from the date of receipt at destination.No action,regardless of form,arising out of the governmental interference or embargo,and Buyer waives any right to assert a claim against Seller in respect thereof. nve If,at any time,in Seller's opinion there is o period of shortage re supply of Products for any reason,Seller may allocate its sale or delivery of Product hereunder,may be commenced by Buyer more than one year after the occurrence of the event giving inventory between Buyer and Seller's other customers in its sole discretion with no liability on Seller's part for failure to deliver the rise to such cause of action. nve quantity orany portion thereof specified on any order,and Buyer waives any right to assert a claim against Seller in respect thereof. 6.Limitation of Liability;Limitation of Damages;Remedies.BUYER ASSUMES ALL RISKS AND RESPONSIBILITY RESULT- 14.Shipping Methods and Schedules. Unless at the time of Buyer's acceptance of Seller's Quotation,Buyer specifies in writ- ING FROM THE HANDLING,USE,STORAGE,OR RESALE OF THE PRODUCTS,WHETHER USED SINGLY OR IN A COMBINA- ing the desired method of transportation(air express,motor freight,etc.),Seller will use its judgment in selecting the carrier and TION WITH OTHER PRODUCTS.SELLER ASSUMES NO OBLIGATION OR LIABILITY FOR THE TECHNICAL ADVICE GIVEN BY route.Delivery schedules are estimated and assume timely receipt of all necessary information and documentation from Buyer, SELLER WITH REFERENCE TO THE USE OF THE PRODUCTS OR RESULTS WHICH MAY BE OBTAINED THEREFROM,AND ALL and Seller assumes no responsibility for delays.If Buyer delays delivery of any Product,Seller may invoice Buyer for such SUCH ADVICE IS GIVEN AND ACCEPTED AT BUYER'S SOLE RISK.BUYER HEREBY WAIVES ALL CLAIMS AGAINST SELLER Product,and hold it at Buyer's sole risk and expense pending instructions from Buyer. FOR CONSEQUENTIAL DAMAGES..LOSS OF OR DAMAGE TO GOODWILL,LOSS OF PROFITS OR BUSINESS OR ANY OTHER DIRECT INDIRECT,SPECIAL,INCIOFNTAL,PUNITIVE OR EXEMPLARY DAMAGES.EVEN IF SELLER HAS BEEN ADVISED OR 15.General Provisions. HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES,AND BUYER AGREES TO DEFEND,INDEMNIFY AND HOLD SELLER, 15.1 If Buyer rakes the benefit of or becomes subject to any provision at applicable bankruptcy or Insolvency law.Seller will have ITS SUBSIDIARIES,AFFILIATED COMPANIES AND THEIR RESPECTIVE EMPLOYEES,DIRECTORS,OFFICERS AND AGENTS the right.by written notice.to immediately terminate this Agreement. Seller may also terminate this Agreement in addition to (COLLECTIVELY "SELLER GROUP") HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS. LOSSES, DAMAGES, any other rights Seller may have at law or in equity,it within ten(10)days of being notified by Seller.Buyer has failed to reme- LIABILITIES,COSTS AND EXPENSES ARISING OUT OF SUCH USE;HANDLING,STORAGE OR RESALE.BUYER'S EXCLUSIVE by a monetary or any other default. REMEDY AND SELLER GROUP'S TOTAL LIABILITY HEREUNDER WHETHER IN CONTRACT,TORT,OR STRICT LIABILITY FOR 15.2 Buyer may notassign this Agreement without the priorwritten consent of Seller.For the purposes of this Agreement,assign- INDEMNITY,DEFENSE OR OTHERWISE SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE PRODUCT WITH ment shall include any assignment by merger or other operation of law.This Agreement shall be binding upon and inure to the RESPECT TO WHICH SUCH CLAIM IS MADE. IN THE CASE OF BULK DELIVERIES,SELLER GROUP'S TOTAL LIABILITY SHALL benefit of the respective successors and permitted assigns of each of the parties hereto.Buyer will obtain a written assumption IN NO EVENT EXCEED THE PURCHASE PRICE CHARGED TO BUYER FOR THE DELIVERY OF PRODUCT IMMEDIATELY PRE- of this Agreement,in form acceptable to Seller,from any permitted transferee of Buyer. CEDING THE DATE OF SUCH CLAIM. BUYER HEREBY SPECIFICALLY WAIVES ALL OTHER RIGHTS,IF ANY,TO INDEMNFFI- 15.3 This Agreement shall be governed by and enforced in accordance with the laws of the state in which the Seller's corporate CATION BY SELLER WHICH MAY BE AVAILABLE AT LAW,INCLUDING INDEMNIFICATION UNDER STATE,FEDERAL,OR COM- office is located without reference to its conflict of law rules. Buyer,by taking delivery of any Product,shall be conclusively MON LAW deemed to have consented to personal jurisdiction in the aforementioned state or province and to have waived any right to object to such jurisdiction on any basis,including but not limited to,forum non conveniens. The parties hereby expressly waive their 7.Safety. right to a jury trial. The parties hereby expressly exclude the application of The United Nations Convention on Contracts for the 7.1 Buyer acknowledges that there may be hazards associated with the possession and use of the Product and its containers and International Sale of Goods to this Agreement. shall assume all liability resulting from,or in any way connected with,its or their possession,transportation,handling,resale or 15.4 Any notices required or given In connection with this Agreement shall be sent or delivered in writing,to the address and to use or its or their suitability for any particular use. Buyer acknowledges the hazardous nature of the Product,and that it has a the attention of the persons specified on the Cover Sheet,which the parties agree to promptly update as necessary.Notice shall duty to warn,protect and train as appropriate all persons who may be exposed to these hazards. Buyer also acknowledges that be deemed given on the day on which it is actually received or refused by the other party. Seller has provided it with appropriate Material Safety Data Sheets)("MSDS").Upon request of Buyer,Seller shall supply Buyer 15.5 The waiver by either party of any of its rights under this Agreement shall not be construed as constituting a precedent,and with additional MSDS.Buyer understands that the Product must not be handled or used without first consulting the MSDS.Buyer shall not in any way affect,limit or prevent such parry's right thereafter to enforce and compel strict compliance with each and will ensure that all of its employees and all other persons who might become exposed to the Product receive and refer to copies every term or condition contained herein.The acceptance by the Seller of any payment after the specified due date shall not con- of the MSDS. stitute a waiver of the Buyer's obligation to make further payments on the specified due dates. Seller shall be entitled to recov- 7.2 In the event that Seller elects to respond to an emergency involving Product sold by Seller.Buyer hereby consents to,and er its costs and expenses,including reasonable attorneys'fees,in any suit brought by Seller in connection with this Agreement. releases Seller Group,from liability lot any actions Seller Group may take or fail to take in connection with such emergency. 15.6 If any provision or provisions of this Agreement shall be held to be illegal or unenforceable the legality and enforceability of Buyer furthermore agrees to defend,indemnify and save Seller Group harmless from and against any and all losses,damages, the remaining provisions shall not In any way be affected or impaired. injuries,liabilities,actions.claims or proceedings of whatever nature,arising directly or indirectly in connection with such emer- 15.7 All specifications,formulae,drawings,illustrations,descriptive matter and particulars contained in Seller's catalogs,web- gency,whether or not based on Seller Group's acts or omissions. she and marketing documents(the"Descriptions'I are indicative only,do not form pail of this Agreement,and are not repre- 8.Returnable Containers.Buyer acknowledges that all returnable containers shall remain the property of Seller and shall not be sentations or warranties of any kind.No discrepancy between the Products and the Descriptions will entitle the Buyer to rescind used by Buyer for purposes other than the storage of Product delivered therein by Seller.Buyer undertakes to return such con- this Agreement or seek compensation or damages. tainers to Seller promptly when empty.but In no event later than ninety(90)days from the date of delivery.Buyer shall pay Seller's 15.8 Seller may vary or amend this Agreement by notice in writing to Buyer at any time.Any variations or amendments,includ- container deposit charges.as established by Seller from time to time,and shall remit the amounts of such charges when mak- ing,without limitation,any price increases,will apply to orders placed by Buyer after the date of the notice. ing payment for the Product delivered therein.Container deposit charges shall be refunded to Buyer upon return of the contain- 15.9 If Buyer requests any amendment to this Agreement,Seller may increase the price of Products to account for any increased ers,provided they are returned to Seller in good and reusable condition(normal wear and tear excepted)within ninety(90)days costs occasioned thereby. of the date of delivery and have been used only for storage of the original contents.If returnable containers are not returned in 15.10 Unless Buyer is authorized to distribute the Products delivered hereunder pursuant to a written agreement with Seller,the such condition within ninety(90)days of delivery,the deposit shall be forfeited and retained by Seller.In addition to the foriei- Products are supplied to Buyer for Buyer's'internal use only,and Buyer may not repackage,resell or otherwise distribute the ture of the deposit,Buyer shall be liable fo Seller for an amount equal to the difference between the deposit and the replacement Products to third parties without the prior written 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)) 07/03/12 BMS250143 $849.00 07/10/12 BMS253734 $849.00 07/12/12 BMS255596 $847.54 07/18/12 BMS259125 $849.00 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. WARRANT NO. ALLOWED 20 Brenntag Mid-South Inc IN SUM OF $ 3796 Reliable Parkway Chicago, IL 60686-0037 $3,394.54 ON ACCOUNT OF APPROPRIATION FOR Carmel Street Department PO#/Dept. INVOICE NO. ACCT#/TITLE AMOUNT Board Member: r 27380 BMS250143 43-504.00 $849.00 1 hereby certify that the attached invoice(s), or 27380 BMS253734 43-504.00 $849.00 bill(s) is (are)true and correct and that the 27380 BMS255596 43-504.00 $847.54 materials or services itemized thereon for 27380 1 BMS259125 1 43-504.00 $849.00 which charge is made were ordered and received except /n Thursday,,;July 26, 2012 Street Commissioner Title Cost distribution ledger classification if claim paid motor vehicle highway fund BRENNTAG BRENNTAG MID-SOUTH, INC. 1405 HIGHWAY 136 WEST PO BOX 20 HENDERSON KY 42419-0020 INVOICE#: BMS255719 INV DATE : 7/12/12 ** PAGE 1 OF 1 *** DUE DATE : 8/11/12 SOLD TO: SHIP TO: CITY OF CARMEL UTILITIES CARMEL UTILITIES PLT 1 3450 WEST 131ST STREET 4915 E 106 ST CARMEL IN 46074 CARMEL IN 46033 FEDERAL ID #: 610504545 DATE SHIPPED: 7/12/12 TERMS NET 30 DAYS B/L #. . 38247-00 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 8/11/12 INVOICE TOTAL 555 . 00 PAID AFTER 8/11/12 INVOICE TOTAL 566 . 10 Original Document r�F i BRENNTAG .... BRENNTAG MID-SOUTH, INC. 1405 HIGHWAY 136 WEST PO BOX 20 HENDERSON KY 42419-0020 INVOICE#: BMS255718 INV DATE : 7/12/12 PAGE 1 OF 1 *** DUE DATE: 8/11/12 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: 7/12/12 TERMS NET 30 DAYS B/L #. . 38243-00 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 -------------------------------------------------------------------------------- 80 .0000 805002 1 . 000 4000 .0000# 1 . 1250 4,500 . 00 50 .0000 # BAG SOD FLUORIDE GRAN >A F/S -------------------------------------------------------------------------------- QUESTIONS, CALL 317-898-8632 * REMIT TO ADDRESS : * BRENNTAG MID-SOUTH, INC * 3796 RELIABLE PARKWAY * CHICAGO IL 60686-0037 * MERCHANDISE 4,500 .00 **** ** ************ **** *** ********* INS & SEC SURCHARGE 25 .00 ----------------- PAID ON OR PRIOR TO 8/11/12 INVOICE TOTAL 4,525 . 00 PAID AFTER 8/11/12 INVOICE TOTAL 4,615 .50 Original Document HF 'Sh�`7d ITr'tT�'!""�l Igt'�P,'F.x 31Gt'.'�yifi"�"6"d"if$IR� 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 7/25/2012 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 7/25/2012 255719 $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 Date Date Officer VOUCHER # 121629 WARRANT # ALLOWED 359584 IN SUM OF $ BRENNTAG MID-SOUTH INC 3796 RELIABLE PARKWAY CHICAGO, IL 60686-0037 Carmel Water Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO# INV# ACCT# AMOUNT Audit Trail Code 255719 01-6180-03 $555.00 Voucher Total ��D -�$5 Cost distribution ledger classification if claim paid under vehicle highway fund BRENNTAG BRENNTAG MID-SOUTH, INC. 1405 HIGHWAY 136 WEST PO BOX 20 HENDERSON KY 42419-0020 INVOICE#: BMS246572 INV DATE: 6/27/1OSHIPTO: *** DUE DATE : 7/27/1 SOLD TO:CARMEL WASTE WATER 3450 WEST 131ST STREET L CARMEL IN 46074 IN 46280 FEDERAL ID #: 610504545 DATE SHIPPED: 6/27/12 TERMS NET 30 DAYS B/L #. . 28074-00 SHIP WHS : 29 SALESPRSN: 294 CUSTOMER # . : 407542 SHIP VIA: OUR TRUCK - PKG CUSTOMER PO#: 513141 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 7/27/12 INVOICE TOTAL 555 .00 PAID AFTER 7/27/12 INVOICE TOTAL 566 . 10 Original Document s�;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 BREENTAG (ULRICH) Purchase Order No. Terms Due Date 7/24/2012 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 7/24/2012 BMS246572 $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 I�C� 5-11-10-1.6 7 /Z Date Officer VOUCHER # 125331 WARRANT # ALLOWED 359584-- IN SUM OF $ BREWNTAG`(ULRICH) \ o�.�� IoD 6, b- Carmel Wastewater Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO# INV# ACCT# AMOUNT Audit Trail Code 74,)-05 BMS246572 01-7292-96 $555.00 Voucher Total $555.00 Cost distribution ledger classification if claim paid under vehicle highway fund