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Home My WebLink About226250 11/19/2013 CITY OF CARMEL, INDIANA VENDOR: 359584 Page 1 of 1 ONE CIVIC SQUARE BRENNTAG MID SOUTH INC CHECK AMOUNT: $849.00 `t CARMEL, INDIANA 46032 3796 RELIABLE PARKWAY CHICAGO IL 60686 CHECK NUMBER: 226250 CHECK DATE: 11/19/2013 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 2201 4350400 BMS582406 849 . 00 GROUNDS MAINTENANCE I Brenntag Mid-South, Inc. B R E N NTAG 1405 Highway 136 W • P.O. BOX 20 ` Henderson, Kentucky 42419-0020 INVOICE#: BMS582406 INV DATE: 10/29/13 *** PAGE 1 OF 1 *** DUE DATE: 11/28/13 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: 10/29/13 TERMS NET 30 DAYS B%L # . 443655-00 SHIP WHS :— 29 SALESPRSN-: 299 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 --------- ------------------- - - - --- ----- - - -- - - - - - -- - - - ------- --- ------- --- ------- 300 . 0000 365998 10 . 140 300 . 000OG 2 . 8300 849 . 00 1 . 0000 G BULK SOD HYPOCHLORITE 12 . 5% DRUM OFF330 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 11/28/13 INVOICE TOTAL USD 849. 00 PAID AFTER 11/28/13 INVOICE TOTAL USD 865.98 Original Document ***ALL SALES SUBJECT TO AND GOVERNED BY THE TERMS AND CONDITIONS SET FORTH ON THE REVERSE SIDE *** i GENERAL TERMS AND CONDITIONS OF SALE 1.Entire Agreement. This Agreement,including the Cover Sheet pages,any schedules hereto,and any Seller's and against any and all claims.losses,damages,or expenses arising from Buyer's handling,use,storage,or dispos- Credit Application signed by Buyer constitute the final expression of the agreement between Buyer and Seller with al of any container and its contents respect to the subject matter hereof and a complete,fully integrated and exclusive statement of their agreement in this 9. Delivery. regard and there are no understandings,agreements,covenants.representations or warranties of any kind,express 9.1 Unless otherwise agreed in writing by Seller(a)all prices are net.FOB carrier,Seller's warehouse and(b)title to or implied,not expressly set forth herein No provision of any purchase order or other document issued by Buyer will and risk of loss of the Product shall pass to Buyer at F.O.B.point.Seller is not responsible for any loss.damage,or alter or add to the terms of this Agreement,and any such provision or modification will be void and of no effect No delay that may occur after Products have been accepted for shipment by the carrier Claims for shipping damages must modification of this Agreement by Buyer will be binding unless it is in writing and is signed by an authorized represen- be made directly with the carrier Applicable taxes,duties,foreign exchange,and other charges shall be calculated at tative of Seller,and no modification of this Agreement shall be effected by the parties'course of dealing,usage,or trade the rate in effect at the time of transfer of title to Buyer custom. In additional,no application of§2 207 of the Uniform Commercial Code(or its local equivalent)to"knock out" 9 2 Buyer shall cooperate fully with Seller's efforts to deliver Product,and shall be appropriately prepared to safely and or otherwise modify,amend,supplement or supersede any terms or conditions of this Agreement,shall have any effect promptly receive Product when delivered. and is expressly rejected. By taking delivery of Product,Buyer shall be conclusively deemed to have accepted and 9.3 Buyer is responsible for checking all Products to ensure that the correct volume,concentration levels,and type of assented to these General Terms and Conditions In the event that Buyer and Seller engage in any electronic trans- Products have been received Any shortage,excess,mis-shipment,or defect in any Product must be reported to Seller actions,including,but not limited to,electronic data interchange or facsimile exchanges,such electronic exchanges within seven(7)days of receipt of the Product by Buyer Seller shall not be responsible for any claim for shortages or shall be considered as valid and legally binding and shall be subject to the terms and conditions of this Agreement. failure to meet specifications after this time.In case of bulk carload or tank car shipments,Seller's weight shall govern 2.Separate Transactions. Each shipment shall constitute a separate and independent transaction and Seller may absent manifest error recover for each such shipment without reference to any other If Buyer is in default of any term or condition of this 9.4 Buyer shall provide adequate access to on site tanks,or other suitable receptacles,to allow for the efficient unload- Agreement,Seller may,at its option,without waiving its right to terminate this Agreement,defer further shipments here- ing of the Products under until such default is remedied(in which event Seller may elect to extend the term of this Agreement for a period 9.5 Late delivery or failure to supply shall in no event entitle Buyer to vary or cancel this Agreement,or to claim dam- of time equal to the period of time during which shipments were so deferred),or,in addition to any other right or rem- ages in respect thereof Delivery of Products to Buyer's location shall constitute delivery to Buyer;and all risk of loss edy at law or in equity,Seller may decline further performance of this Agreement.Seller may furthermore delay or or damage shall thereupon be assumed by Buyer refuse to ship Product to Buyer if Buyer delays delivery or if in Seller's opinion the delivery or use of Product may result 9.6 Upon Buyer's reasonable request,Seller may,at its option.assist Buyer in loading or unloading Product,but such in an environmental health or safety danger or hazard.If,in the judgment of Seller,the financial responsibility of Buyer assistance will be rendered at Buyer's sole risk.BUYER SHALL DEFEND,INDEMNIFY AND SAVE SELLER GROUP shall at any time become impaired,Seller may suspend credit,cancel any unfilled orders,and/or decline to make fur- HARMLESS FROM AND AGAINSTANY AND ALL LOSSES,DAMAGES.INJURIES,LIABILITIES,ACTIONS,CLAIMS that deliveries under this Agreement except upon receipt,before shipment,of payment in cash or satisfactory security OR PROCEEDINGS OF WHATEVER NATURE ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH THE for such payment. LOADING,DELIVERY OR UNLOADING OF THE PRODUCTS WHETHER OR NOT BASED ON SELLER GROUP S 3.Product Returns.No Product sold hereunder shall be returned to Seller without Seller's prior written permission. ACTS OR OMISSIONS. Approved Product returns shall be subject to a restocking charge equal to 25°b of the then current sale price FOB 10.Demurrage and Buyer's Delay.If Products are shipped in tank wagons or hopper trucks furnished by a carrier,all Seller's warehouse as indicated in the product return approval,with return freight charges for Buyer's account For charges made by the carrier for detention at destination shall be for Buyer's account and shall be payable to Seller Product that cannot be returned,Seller may,in its discretion,provide Buyer with assistance on regulatory issues,dis- Buyer shall unload and return delivery equipment to carrier within the tariff or contracted period without incurring any posal options and cost estimates demurrage and/or detention charges If the delivery of Products is delayed or prevented by circumstances caused by 4.Warranties. Buyer,including,without limitation,by Buyer's inability to accept delivery,Buyer shall pay all costs associated with the 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 delayed delivery,storage of the Products,insurance,and any costs incurred by Seller in making further attempts to Specifications Submitted by Buyer',if any,on page one(1)of the attached Cover Sheet or if none,the manufactuier's deliver the Products spealications Seller may,at its sole option,elect to credit Buyer for the purchase price of any defective Product in lieu 11.Revision of Price. Seller shall have the right to revise the price of any Product by written notice to Buyer.In the oI replacement event Seller is prevented by any governmental restriction from increasing any price herein or from continuing any price 4 2 Replacement of,or credit for,defective Products is subject to and conditional upon. already in effect,Seller may terminate this Agreement upon fifteen(15)days prior written notice to Buyer (a)Buyer's account with Seller being current and in good standing; 12.Payment,Price and Non-Price Charges;Credits. (b)written notice from the Buyer within seven(7)days of delivery of any Product that does not meet specifications; 12.1 Until a specific order is accepted by Seller,quoted prices are subject to change without notice Orders may not (c)provision of independent evidence satisfactory to Seller that the Product does not meet specifications; be cancelled once accepted by Seller Seller reserves the right to correct any clerical or mathematical errors (d)the provision of a sample of the Product to Seller for testing, 12.2 Unless otherwise agreed in writing by Seller,payment terms are Net 30 days All payments due hereunder shall (e)proper storage of the Product in accordance with Seller's or manufacturer's instructions, be made to Seller in lawful money of the United States at the location indicated on Seller's invoice Acceptance by (f)decontamination of storage receptacles in accordance with statutory regulations and use of best practices prior Seller of sales drafts,checks or other forms of payment is provisional only and is subject to immediate collection of the to placing any Product in the receptacle;and full face amount thereof.Buyer agrees to pay all taxes(if any)upon the sale,delivery,storage and use of the Product (g)use of Products for their intended purpose. Buyer shall reimburse Seller for all taxes,increases in or new taxes,excises or other charges which Seller may be 4 3 This Warranty excludes damage to or alteration of Products arising from circumstances outside the control of Seller, required to pay to any government(federal,state,provincial or local)upon,or measured by,the production,sale,trans- including,without limitation,mixing of other chemicals or products portation 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 p)place Buyer on C.O.D.,(it)suspend deliveries,and/or(iii)charge (a)any instructions provided to it by Seller from time to time: interest at a rate of 2%per month(24%per annum),or the maximum allowed under applicable law,if less,on all over- (b)all federal,state and local laws and regulations governing the storage,use and maintenance of the Products;and due charges and interest (c)best industry practices. 12.4 Buyer shall pay the fees and prices set forth in this Agreement and any other special non-Price charges(includ- THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED,STATUTORY OR OTHER- ing temporary emergency,plant outage,insurance and fuel and energy surcharges)that Seller may assess,from time WISE,INCLUDING BUT NOT LIMITED TO,ANY WARRANTY OF MERCHANTABILITY,NON-INFRINGEMENT,OR to time.Non-Price charges are not subject to the provisions of Paragraph 11 and may be amended or added at Seller's FITNESS FOR A PARTICULAR PURPOSE.Determination of the suitability of the Product(s)supplied hereunder for discretion Any credit issued by Seller to Buyer on account of Products may only be applied against the cost of future the uses and applications contemplated by Buyer and others shall be the sole responsibility of Buyer purchases from Seller and will not be paid in cash Any such credit will expire one(1)year after the date of issuance. The warranty in clause 4 1 constitutes Buyer's sole remedy and Seller's sole obligation with respect to Products fur- and Seller will have no obligation with respect thereto in the event that Buyer does not apply the credit prior to such nished hereunder. expiry date 5. Claims. No claim shall be allowable after any such Product has been processed in any manner,and claims on 13.Force Majeure;Allocation of Product. account of defect in quality,or loss of,damage to,or shortage in quantity of,the Product shall be deemed to be waived 13 1 Seller shall not be liable in damages or otherwise,for delay or impairment or failure of performance by reason of by the Buyer unless made in writing within seven(7)days from the date of receipt at destination.No action,regardless causes beyond Seller's control,including without limitation,claims of force majeure,allocations of product,work stop- of form,arising out of the sale or delivery of Product hereunder,may be commenced by Buyer more than one year after pages or slow-downs,plant closures,or price increases by Seller's suppliers,strikes,labor difficulties.shortage of fuel. the occurrence of the event giving rise to such cause of action. power,raw materials or supplies,inability to obtain shipping space,transportation delays,fire,floods,accidents,riots, 6. Limitation of Liability;Limitation of Damages;Remedies. BUYER ASSUMES ALL RISKS AND RESPONSI- acts of God,war or terrorism,governmental interference or embargo,and Buyer waives any right to assert a claim BILITY RESULTING FROM THE HANDLING USE,STORAGE,OR RESALE OF THE PRODUCTS,WHETHER USED against Seller in respect thereof SINGLY OR IN A COMB)NATION WITH OTHER PRODUCTS SELLER ASSUMES NO OBLIGATION OR LIABILITY 13 2 If,at any time,in Seller's opinion there is a period of shortage of supply of Products for any reason,Seller may FOR ANY TECHNICAL ADVICE GIVEN BY SELLER WITH REFERENCE TO THE USE OF THE PRODUCTS OR allocate its inventory between Buyer and Seller's other customers in its sole discretion with no liability on Seller's part RESULTS WHICH MAY BE OBTAINED THEREFROM,AND ALL SUCH ADVICE IS GIVEN AND ACCEPTED AT for failure to deliver the quanl,ty or any portion thereof specified on any order,and Buyer waives any right to assert a BUYER'S SOLE RISK BUYER HEREBY WAIVES ALL CLAIMS AGAINST SELLER FOR CONSEQUENTIAL DAM- claim against Seller in respect thereof. AGES,LOSS OF OR DAMAGE TO GOODWILL,LOSS OF PROFITS OR BUSINESS OR ANY OTHER DIRECT,INDI- 14.Shipping Methods and Schedules. RECT,SPECIAL,INCIDENTAL,PUNITIVE OR EXEMPLARY DAMAGES,EVEN IF SELLER HAS BEEN ADVISED Unless at the time of Buyer's acceptance of Seller's Quotation,Buyer specifies in writing the desired method of trans- , OR HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES,AND BUYER AGREES TO DEFEND,INDEMNIFY portation(air express,motor freight,etc.),Seller will use its judgment in selecting the carrier and route Delivery sched- AND HOLD SELLER, ITS SUBSIDIARIES,AFFILIATED COMPANIES AND THEIR RESPECTIVE EMPLOYEES, Liles are estimated and assume timely receipt of all necessary information and documentation from Buyer,and Seller DIRECTORS,OFFICERS AND AGENTS(COLLECTIVELY"SELLER GROUP")HARMLESS FROM AND AGAINST assumes no responsibility for delays.If Buyer delays delivery of any Product,Seller may invoice Buyer for such ANY AND ALL CLAIMS.LOSSES,DAMAGES,LIABILITIES,COSTS AND EXPENSES ARISING OUT OF SUCH USE, Product,and hold it at Buyer's sole risk and expense pending instructions from Buyer HANDLING,STORAGE OR RESALE.BUYER'S EXCLUSIVE REMEDY AND SELLER GROUP'S TOTAL LIABILITY 15.General Provisions. HEREUUNER WHETHER IN CONTRACT,TORT,OR STRICT LIABILITY FOR INDEMNITY,DEFENSE OR OTHER- 15.1 If Buyer takes the benefit of or becomes subject to any provision of applicable bankruptcy or insolvency law,Seller WISE SHALL IN NO EVENT EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE PRODUCT WITH will have the right, by written notice,to immediately terminate this Agreement. Seller may also terminate this RESPECT TO WHICH SUCH CLAIM IS MADE,SUBJECT IN ALL CASES TO AN AFFIRMATIVE OBLIGATION ON Agreement,in addition to any other rights Seller may have at law or in equity,if within ten(10)days of being notified THE PART OF THE CLAIMING PARTY TO MITIGATE ITS DAMAGES IN THE CASE OF BULK DELIVERIES,SELL- by Seller,Buyer has failed to remedy a monetary or any other default ER GROUP'S TOTAL LIABILITY SHALL IN NO EVENT EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE 15 2 Buyer may not assign this Agreement without the prior written consent of Seller For the purposes of this DELIVERY OF PRODUCT IMMEDIATELY PRECEDING THE DATE OF SUCH CLAIM,SUBJECT IN ALL CASES TO Agreement,assignment shall include any assignment by merger or other operation of law.This Agreement shall be AN AFFIRMATIVE OBLIGATION ON THE PART OF THE CLAIMING PARTY TO MITIGATE ITS DAMAGES. BUYER binding upon and inure to the benefit of the respective successors and permitted assigns of each of the parties here- HEREBY SPECIFICALLY WAIVES ALL OTHER RIGHTS,IF ANY,TO INDEMNIFICATION BY SELLER WHICH MAY to.Buyer will obtain a written assumption of this Agreement,in form acceptable to Seller,from any permitted transfer- BE AVAILABLE AT LAW OR IN EQUITY,INCLUDING INDEMNIFICATION UNDER STATE,FEDERAL,OR COMMON ee of Buyer. LAW. SELLER SHALL HAVE NO LIABILITY TO BUYER HEREUNDER IF THE PRODUCT IS NOT USED IN ACCOR- 15.3 This Agreement shall be governed by and enforced in accordance with the laws of the state in which the Seller s DANCE WITH ITS INTENDED PURPOSE,THE MANUFACTUER'S INSTRUCTIONS OR THE REQUIREMENTS OF corporate office is located without reference to its conflict of law rules Buyer,by taking delivery of any Product,shall THE FEDERAL FOOD,DRUGS,AND COSMETIC ACT OR OTHER APPLICABLE LAW be conclusively deemed to have consented to personal jurisdiction in the aforementioned state or province and to have 7. Safety. waived any right to object to such jurisdiction on any basis,including but not limited to,forum non convemens The 7 1 Buyer acknowledges that there may be hazards associated with the possession and use of the Product and its con- parties hereby expressly waive their right to a jury trial. The parties hereby expressly exclude the application of The tamers and shall assume all liability resulting from,or in any way connected with,its or their possession,transports- United Nations Convention on Contracts for the International Sale of Goods to this Agreement Lion,handling,resale or use or its or their suitability for any particular use Buyer acknowledges the hazardous nature 15.4 Any notices required or given in connection with this Agreement shall be sent or delivered in writing,to the address of the Product,and that it has a duty to warn,protect and train as appropriate all persons who may be exposed to these and to the attention of the persons specified on the Cover Sheet,which the parties agree to promptly update as nec- hazards. Buyer also acknowledges that Seller has provided it with appropriate Material Safety Data Sheet(s) essary.Notice shall be deemed given on the day on which it is actually received or refused by the other party ("MSDS"). Upon request of Buyer,Seller shall supply Buyer with additional MSDS.Buyer understands that the Product 15 5 The waiver by either party of any of its rights under this Agreement shall not be construed as constituting a prece- must not be handled or used without first consulting the MSDS Buyer will ensure that all of its employees and all other dent,and shall not in any way affect,limit or prevent such party's right thereafter to enforce and compel strict comply persons who might become exposed to the Product receive and refer to copies of the MSDS. ance with each and every term or condition contained herein.The acceptance by the Seller of any payment after the 7.2 In the event that Seller elects to respond to an emergency involving Product sold by Seller,Buyer hereby consents specified due date shall not constitute a waiver of the Buyer's obligation to make further payments on the specified due to,and releases Seller Group,from liability for,any actions Seller Group may take or fail to take in connection with such dates. Seller shall be entitled to recover its costs and expenses,including reasonable attorneys'fees,in any suit emergency. Buyer furthermore agrees to defend,indemnify and save Seller Group harmless from and against any and brought by Seller in connection with this Agreement all losses,damages,injuries,liabilities,actions,claims or proceedings of whatever nature,arising directly or indirectly 15.6 If any provision or provisions of this Agreement shall be held to be illegal or unenforceable the legality and enforce- in connection with such emergency,whether or not based on Seller Group's acts or omissions. ability of the remaining provisions shall not in any way be affected or impaired 8. Returnable Containers Buyer acknowledges that all returnable containers shall remain the property of Seller and 15.7 All specifications,formulae,drawings,illustrations descriptive matter and particulars contained in Seller's catalogs. shall not be used by Buyer for purposes other than the storage of Product delivered therein by Seller Buyer under- website and marketing documents(the"Descriptions')are indicative only,do not form part of this Agreement,and are takes to return such containers to Seller promptly when empty,but in no event later than ninety(90)days from the date not representations or warranties of any kind No discrepancy between the Products and the Descriptions will entitle of delivery Buyer shall pay Seller's container deposit charges,as established by Seller from time to time,and shall the Buyer to rescind this Agreement or seek compensation or damages. remit the amounts of such charges when making payment for the Product delivered therein Container deposit charges 15.8 Seller may vary or amend this Agreement by notice in writing to Buyer at any time Any variations or amendments, shall be refunded to Buyer upon return of the containers,provided they are returned to Seller in good and reusable including,without limitation,any price increases,will apply to orders placed by Buyer after the date of the notice. condition(normal wear and tear excepted)within ninety(90)days of the date of delivery and have been used only for 15 9 If Buyer requests any amendment to this Agreement,Seller may increase the price of Products to account for any storage of the original contents If returnable containers are not returned in such condition within ninety(90)days of increased costs occasioned thereby, delivery,the deposit shall be forfeited and retained by Seller In addition to the forfeiture of the deposit,Buyer shall be 15.10 Unless Buyer is authorized to distribute the Products delivered hereunder pursuant to a written agreement with liable to Seller for an amount equal to the difference between the deposit and the replacement cost of any returnable Seller,the Products are supplied to Buyer for Buyer's'internal use only,and Buyer may not repackage,resell or oth- container that is not returned to the Seller Buyer accepts sole responsibility for the disposal of any containers and their erwise distribute the Products to third parties without the prior written consent of Seller. contents in accordance with applicable law Buyer agrees to defend,indemnify,and save Seller Group harmless from 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)) 10/29/13 BMS582406 $849.00 i 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 20 Clerk-Treasurer VOUCHER NO. WARRANT NO. ALLOWED 20 Brenntag Mid-South Inc IN SUM OF $ 3796 Reliable Parkway Chicago, IL 60686-0037 $849.00 ON ACCOUNT OF APPROPRIATION FOR Carmel Street Department PO#/Dept. INVOICE NO. I ACCT#/TITLE AMOUNT Board Members 2201 I BMS582406 I 43-504.001 $849.00 1 hereby certify that the attached invoice(s), or bill(s) is (are) true and correct and that the materials or services itemized thereon for which charge is made were ordered and received except ` Thu4d/y 2013 uvvvw Title Cost distribution ledger classification if claim paid motor vehicle highway fund