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HomeMy WebLinkAbout266302 11/19/2013 CITY OF CARMEL, INDIANA VENDOR: 00353162 Page 1 of 1 ONE CIVIC SQUARE FERGUSON WATERWORKS INDY#1934 CHECK AMOUNT: $1,949.04 s�? CARMEL, INDIANA 46032 PO BOX 644054 ,ion PITTSBURGH PA 15264-4054 CHECK NUMBER: 226302 CHECK DATE: 11/19/2013 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 601 5023990 0032272 1, 302 . 00 OTHER EXPENSES 601 5023990 0032332 85 . 12 OTHER EXPENSES 601 5023990 0032406 413 . 52 OTHER EXPENSES 601 5023990 0032408 148 . 40 OTHER EXPENSES FERGUSON ENTERPRISES, INVOICE NUMBER CUSTOMER PAGE Q 0032408 3686 1 of 1 INC. 6439 EAST 30TH STREET PLEASE REFER TO INVOICE NUMBER WHEN INDIANAPOLIS, IN 46219-0000 MAKING PAYMENT AND REMIT TO: Ferguson Waterworks INDY#1934 P O BOX 644054 Please contact with Questions: 317-546-2013 PITTSBURGH, PA 15264-4054 SHIP TO:'_ 3769 1 MB 0.405 E0025X 10041 D817598912 PI685701 0001:0001 CARMEL UTILITIES 3450 W 131ST ST CARMEL IN 46074-8267 SHIP SELL TAX CODE CUSTOMER ORDER NUMBER SALESMAN JOB NAME INVOICE DATE BATCH WHSE. WHSE. 1934 1934 _ INE GREG CJD 11/06/13 3927 ORDERED SHIPPED;`, ITEM NUMBER DESCRIPTION UNIT PRICE :UM_ AMOUNT 70 70 PSMJTHBNFP 3/4X4 MJ T-HEAD N&B 2.120 EA 148.40 INVOICE SUB-TOTAL 148.40 i i i TERMS: NET 10TH PROX ORIGINAL INVOICE TOTAL DUE $148.40 All accounts are due and payable per the invoiced terms. All past due amounts are subject to a service charga at the maximum rate allowed by state law plus costs of collection including attorney fees if incurred. Freight terms are FOB our dock unless otherwise specified above. WARRANTY PROVISIONS:SEE REVERSE SIDE 0001:0001 TERMS AND CONDITIONS OF SALE CONTROLLING PROVISIONS:No terns and conditions other than the terns and NEGLIGENCE OR ANY OTHER CAUSE OF ACTION ARISING IN CONNECTION conditions contained herein("Terms")shall be binding upon Seller unless accepted by it in a WITH THE DESIGN,MANUFACTURE,SALE,TRANSPORTATION, writing signed by the Seller's Branch Manager.All terms and conditions contained in any prior INSTALLATION,USE OR REPAIR OF THE PRODUCTS SOLD BY SELLER. oral or written communication,including,without limitation,Buyer's purchase order,which are BUYER HEREBY ACKNOWLEDGES AND AGREES THAT UNDER NO different from or in addition to Terms are hereby rejected and shall not be binding on Seller, CIRCUMSTANCES,AND IN NO EVENT,SHALL SELLER'S LIABILITY,IF ANY, whether or not they would materially alter this document,and Seller hereby objects thereto.All EXCEED THE NET SALES PRICE OF THE DEFECTIVE PRODUCT(S);NO prior proposals,negotiations and representations,if any,are merged herein.Buyer will be ADDITIONAL ALLOWANCE SHALL BE MADE FOR THE LABOR OR EXPENSE deemed to have assented to Terris if any part ofthe goods and/or services("Products")described OF REPAIRING OR REPLACING DEFECTIVE PRODUCTS OR WORKMANSHIP herein are shipped or an invoice is presented in connection with Products. OR DAMAGE RESULTING FROM THE SAME.EXCEPT AS EXPRESSLY SET TERMS:Buyer agrees to pay for Products Net 10th proximo,unless noted in writing otherwise. FORTH IN THIS PARAGRAPH,ALL PRODUCTS AND/OR SERVICES PROVIDED Buyer shall make all claims for billing errors or adjustments in writing within ten(10)days from BY SELLER AND ITS EMPLOYEES AND AGENTS ARE PROVIDED"AS IS," the invoice date.Claims not received in writing within the time specified are waived by Buyer.If "WHERE IS,"AND"WITH ALL FAULTS." Buyer fails to make any payment to Seller when due,the Buyer's entire account(s)with Seller RECOMMENDATIONS BY SELLER:Buyer shall have no right to order any change or shall become immediately due and payable and Seller may suspend further performance under modification to any Product previously ordered by Buyer or its representatives or cancel any any order with Buyer. Seller may repossess and remove any such Product,where payment is order without Seller's written consent and payment to Seller of all charges,expenses, outstanding,without notice or demand. Alternatively,Seller may require Buyer to assemble and commissions and reasonable profits owed to or incurred by Seller.Buyer acknowledges that allow Seller to take possession.All past due amounts are subject to a service charge of 1.5%per Seller does not make and specifically negates,renounces and disclaims any representations, month or up to the maximum rate pennitted by law.If Buyer is in default for non-payment,then warranties and/or guaranties of any kind or character,expressed or implied,with respect to(i)the in addition to other remedies,Buyer agrees to reimburse Seller all costs of collections including Products sold,their use,design,application or operation,their merchantability,their physical reasonable attorneys'fees.Injurisdictions where a stated rate is required,reasonable attorneys' condition or their fitness for a particular purpose,(ii)the maintenance or other expenses to be fees will be 15%ofthe outstanding balance. incurred in connection with the Products,(iii)the engineering,design,fabrication work or any SECURITY:To secure payment and performance of all obligations,Buyer hereby grants Seller other work or service(whether gratuitous or for payment)supplied by Seller and/or its agents, a Purchase Money Security Interest in all Products,inventory,equipment,and materials suppliers and employees or(iv)the accuracy or reliability of any information,designs or distributed by Seller,whenever sold,consigned,leased,rented or delivered,directly or indirectly, documents famished to Buyer.Seller neither assumes,nor authorizes any person to assume for it, to or for the benefit of Buyer by Seller. This includes all construction related Products sold by any other obligation in connection with the sale of its Products or rendering of its services.Any Seller including but not limited to building materials,plumbing,appliances,waterworks,heating recommendations made by Seller concerning the use,design,application or operation ofthe and air conditioning along with tools,safety accessories and related supplies("Collateral").The Products shall not be construed as representations or warranties,expressed or implied.Failure by security interest extends to all repossessions,returns,and all proceeds from the sale,lease or Seller to make recornnendations or give advice to Buyer shall not impose any liability upon rental;and all existing or subsequently arising accounts and accounts receivable,chattel paper, Seller. FOR GOVERNMENT BUYERS,ALL PRODUCTS ARE OPEN MARKET UNLESS general intangibles,and supporting obligations which may from time to time hereafter come into NOTED OR OTHERWISE INDICATED OTHERWISE. existence during the teen of this Agreement.Buyer authorizes Seller to file financing statements INDEMNIFICATION:The Buyer shall at its own expense apply for and obtain any permits describing the Collateral along with other notices,and will assist Seller in talking any other and inspections required for the installation or use ofthe Products.Seller makes no promise or necessary action to perfect and protect Seller's security interest. representation that the Products will conform to any federal,state or local laws ordinances, TAXES:The amount of any sales,excise or other taxes,if any,applicable to the Products shall regulations,codes or standards,except as particularly specified and agreed upon in writing by an be added to the purchase price and shall be paid by Buyer unless Buyer provides Seller with an authorized representative of Seller.The Seller's Products are not for use in or with any nuclear exemption certificate acceptable to the taxing authorities.Any taxes which Seller may be required facility unless specifically so stated by Seller in writing. to pay or collect under any existing or future law,upon or with respect to the sale,purchase, Seller shall not be responsible for any losses or damages sustained by the Buyer or any other delivery,storage,processing,use or consumption of any ofthe Products,including taxes upon or person as a result of improper installation or misapplication ofthe Products.Buyer shall defend, measured by the receipts from the sale thereof,shall be for the account of the Buyer,who shall indemnify and hold harmless Seller and its agents and employees against any loss,damage, promptly pay the amount thereof to Seller upon demand. claim,suit,liability,judgment or expense(including,without limitation,attorney's fees)arising SET-OFF:Buyer shall not be entitled to set-off any amounts due Buyer against any amount due out of or in connection with any injury,disease or death of persons(including,without limitation, Seller. Buyer's employees and agents)or damage to or loss of any property or the environment,or SHIPMENTS:All Products are shipped EX WORKS(INCO2010)unless noted otherwise in violation of any applicable laws or regulations resulting from or in connection with the sale, writing on Seller's quotation.Risk of loss shall transfer to the Buyer upon tender of goods to transportation,installation,use,or repair ofthe Products by Buyer or ofthe information,designs, Buyer,Buyer's representative,or common carrier.The cost of any special packing or special services or other work supplied to Buyer,whether caused by the concurrent and/or contributory handling caused by Buyers requirements or requests shall be added to the amount of the order.If negligence of Buyer,Seller,or any of their agents,employees or suppliers.The obligations, Buyer causes or requests a shipment delay,or if Seller ships or delivers the Products erroneously indemnities and covenants contained in this paragraph shall survive the consummation or as a result of inaccurate,incomplete or misleading information supplied by Buyer or its agents or termination of this transaction. employees,storage and all other additional costs and risks shall be home solely by Buyer. REMEDIES OF SELLER:Upon default by Buyer,Buyer agrees to reimburse Seller all DELIVERY:Seller will make a good faith effort to complete delivery ofthe Products as attorney fees and court costs incurred by Seller in connection therewith.Buyer agrees that any of indicated by Seller in writing,but Seller assumes no responsibility or liability and will accept no the following shall constitute an event of default which shall enable Seller,at its option,to cancel backcharge for loss or damage due to delay or inability to deliver,whether or not such loss or any unexecuted portion of this order or to exercise any right or remedy which it may have by law: damage was made known to Seller,including,but not limited to,liability for Settees non- (a)the failure of Buyer to perform any term or condition contained herein;(b)any failure of perfonnance caused by acts of God,war,labor difficulties,accidents,inability to obtain materials, Buyer to give required notice;(c)the insolvency of Buyer or its failure to pay debts as they delays of earners,contractors or suppliers or any other causes of any kind whatever beyond the mature,an assignment by Buyer for benefit of its creditors,the appointment of receiver for Buyer control of Seller.Delivery to the job site constitutes delivery to Buyer,regardless of whether or for the materials covered by this order or the filing of any petition to adjudicate Buyer Buyer or his agent is at the site at time of delivery or signs a delivery receipt. Under no bankrupt;(d)the death,incompetence,dissolution or termination of existence of Buyer;(c)a circumstances shall Seller be liable for any special,consequential,incidental,indirect,or failure by Buyer to provide adequate assurance of performance within ten(10)days after a liquidated damages,losses,or expense(whether or not based on negligence)arising directly or justified demand by Seller or(1)if Seller,in good faith,believes that Buyer's prospect of indirectly from delays or failure to give notice of delay. performance under this Agreement is impaired.All rights and remedies of Seller herein are in INSPECTION AND ACCEPTANCE:Buyer shall examine material upon receipt and prior to addition to,and shall not exclude,any rights or remedies that Seller may have by law.In the event installation. All claims for damage,shortages,improper delivery or errors in shipping must be it becomes necessary to incur any expense for collection of any overdue account,reasonable made in writing within five(5)days of delivery.CLAIMS NOT RECEIVED IN WRITING collection charges,including reasonable attomeys'fees,will be added to the balance due and WITHIN THE TIME SPECIFIED ARE WAIVED BY BUYER.After such five(5)day period, Buyer shall pay all such charges. Buyer shall be deemed to have irrevocably accepted the Products,if not previously accepted. SEVERABI LITY:These terns and conditions of sale shall not be construed against the party After such acceptance,Buyer shall have no right to reject the Products for any reason or to revoke preparing them,but shall be construed as if all parties jointly prepared these terms and conditions acceptance.Buyer hereby agrees that such five(5)day period is a reasonable amount of time for of sale and any uncertainty or ambiguity shall not be interpreted against any one party.If any such inspection and revocation. provision hereof is held to be illegal,invalid or unenforceable under any present or future laws, RETURNS:Buyer may return any Product which Seller stocks if.(i)it is in new condition, such provision shall be fully severable and the terms and conditions herein shall be construed and suitable for resale in its undamaged original packaging and with all its original parts and(ii)it has enforced as if such illegal,invalid or unenforceable provision had never been made a part hereof not been used,installed,modified,rebuilt,reconditioned,repaired,altered or damaged and(iii) The remaining provisions herein shall remain in full force and effect and shall not be affected by meets all Local,State and Federal laws governing the type of Product that can be sold or put into such illegal,invalid or unenforceable provisions or by their severance herefrom. transit in the State in which the Product is being returned.Buyer's surplus job returns,and those CERTIFICATIONS:Seller certifies that it does not and will not maintain or provide for its not meeting(i),(ii)and(iii),above,will be evaluated on an individual basis after Buyer has employees any segregated facilities at any of its establishments and that it does not pen-nit and contacted Seller's authorized representative for prior written permission.Returns are subject to a will not permit its employees to perform their services at any location,under its control,where 25%restocking fee,unless specified otherwise. Special orders or non-stock items may be segregated facilities are maintained.Seller certifies further that its services are performed in returned if the manufacturer will accept the return.Except for items Seller stocks which meet(i), compliance with the Fair Labor Standards Act of 1938,as amended. (ii)and(iii),above,credit memoranda issued for authorized returns shall be subject to the NON-WAIVER:Seller's failure to insist upon the strict performance ofany Term shall not be following deductions:(a)cost of putting items in salable condition;(b)transportation charges,if deemed a waiver of any of Sellers rights or remedies hereunder,nor of its right to insist upon the not prepaid;and(c)handling and restocking charges. strict performance ofthe same or any other term herein in the future.No waiver of any Tenn WARRANTY:THE BUYER'S SOLE AND EXCLUSIVE WARRANTY,IF ANY,IS shall be valid unless in writing and signed by Sellers Branch Manager. THAT PROVIDED BY THE PRODUCT'S MANUFACTURER.THE SOLE AND GOVERNING LAW:This transaction shall be governed in all respects by the laws of the EXCLUSIVE REMEDY FOR PRODUCTS ALLEGED TO BE DEFECTIVE IN Commonwealth of Virginia(excluding choice of law provisions).All actions,regardless of form, WORKMANSHIP OR MATERIAL WILL BE THE REPLACEMENT OF THE arising out of or related to this transaction or the Products sold hereunder must be brought against PRODUCT SUBJECT TO THE MANUFACTURER'S INSPECTION AND Seller within the applicable statutory period,but in no event more than ONE(1)YEAR after the WARRANTY.SELLER HEREBY DISCLAIMS ALL EXPRESSED OR IMPLIED date of invoice. WARRANTIES,WHETHER IMPLIED BY OPERATION OF LAW OR ENTIRE AGREEMENT:This document constitutes the entire,complete,and exclusive OTHERWISE,INCLUDING,WITHOUT LIMITATION,ALL IMPLIED agreement between the parties with respect to the subject matter hereofand contains all the WARRANTIES OF MERCHANTABILITY AND FITNESS OR FITNESS FOR A agreements and conditions of sale;no course ofdealing or usage ofthe trade shall be applicable PARTICULAR PURPOSE.UNDER NO CIRCUMSTANCES,AND IN NO EVENT, unless expressly incorporated herein.The Terms may not be added to,modified,superseded or WILL SELLER BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE otherwise altered except by a written modification signed by the Seller's Branch Manager.All OR ANY OTHER LOSS,DAMAGE,COST OF REPAIRS OR INCIDENTAL, transactions shall be governed solely by the Terms. PUNITIVE,SPECIAL,CONSEQUENTIAL,OR LIQUIDATED DAMAGES OF ANY KIND,WHETHER BASED UPON WARRANTY,CONTRACT,STRICT LIABILITY, Revised 03/14/2011 FERGUS ON ENTERPRISES, INVOICE NUMBER CUSTOMER PAGE INC" 0032406 3686 1 of 1 6439 EAST 30TH STREET PLEASE REFER TO INVOICE NUMBER WHEN INDIANAPOLIS, IN 46219-0000 MAKING PAYMENT AND REMIT TO: Ferguson Waterworks INDY#1934 P O BOX 644054 Please contact with Questions: 317-546-2013 PITTSBURGH, PA 15264-4054 SHIRTO: 3985 1 MB 0.405 E0385 10654 D815897107 P1682677 0002:0002 III I III Ih "II'III III I11I III1'IIIIIIIII1.1111111111I""'lll11 1 COUNTER PICK UP 6439 EAST 30TH STREET CARMEL UTILITIES INDIANAPOLIS, IN 46219-0000 3450 W 131 ST ST CARMEL IN 46074-8267 SHIP SELL TAX CODE CUSTOMER ORDER NUMBER SALESMAN JOB NAME INVOICE DATE BATCH WHSE. WHSE. -10 1934 . 1934 . .... INE....-. GREG,.... .,..... CJD :. .......... . . 11/05/13. , 3923 - ORDERED SHIPPED ITEM NUMBER DESCRIPTION UNIT PRICE UM AMOUNT 2 2 DMJLSLAU DOM 6X12 MJ C153 LONG SLV UA 92.970 EA 185.94 6 6 El 106DSC 6 MEGALUG ACC PKG W/MJ GSKT F/DI 37.930 EA 227.58 INVOICE SUB-TOTAL 413.52 TERMS: NET 10TH PROX ORIGINAL INVOICE TOTAL DUE $413.52 All accounts are due and payable per the invoiced terms. All past due amounts are subject to a service charge at the maximum rate allowed by state law plus costs of collection including attorney fees if incurred. Freight terms are FOB our dock unless otherwise specified above. WARRANTY PROVISIONS:SEE REVERSE SIDE 0002:0002 TERMS AND CONDITIONS OF SALE CONTROLLING PROVISIONS:No terms and conditions other than the terms and NEGLIGENCE OR ANY OTHER CAUSE OF ACTION ARISING IN CONNECTION conditions contained herein("Terms")shall be binding upon Seller unless accepted by it in a WITH THE DESIGN,MANUFACTURE,SALE,TRANSPORTATION, writing signed by the Seller's Branch Manager.All terms and conditions contained in any prior INSTALLATION,USE OR REPAIR OF THE PRODUCTS SOLD BY SELLER. oral or written communication,including,without limitation,Buyer's purchase order,which are BUYER HEREBY ACKNOWLEDGES AND AGREES THAT UNDER NO different from or in addition to Terms are hereby rejected and shall not be binding on Seller, CIRCUMSTANCES,AND IN NO EVENT,SHALL SELLER'S LIABILITY,IF ANY, whether or not they would materially alter this document,and Seller hereby objects thereto.All EXCEED THE NET SALES PRICE OF THE DEFECTIVE PRODUCT(S);NO prior proposals,negotiations and representations,if any,are merged herein.Buyer will be ADDITIONAL ALLOWANCE SHALL BE MADE FOR THE LABOR OR EXPENSE deemed to have assented to Terms if any part of the goods and/or services("Products")described OF REPAIRING OR REPLACING DEFECTIVE PRODUCTS OR WORKMANSHIP herein are shipped or an invoice is presented in connection with Products. OR DAMAGE RESULTING FROM THE SAME.EXCEPT AS EXPRESSLY SET TERMS:Buyer agrees to pay for Products Net 10th proximo,unless noted in writing otherwise. FORTH IN THIS PARAGRAPH,ALL PRODUCTS AND/OR SERVICES PROVIDED Buyer shall make all claims for billing errors or adjustments in writing within ten(10)days from BY SELLER AND ITS EMPLOYEES AND AGENTS ARE PROVIDED"AS IS," the invoice date.Claims not received in writing within the time specified are waived by Buyer.If "WHERE IS,"AND"WITH ALL FAULTS." Buyer fails to make any payment to Seller when due,the Buyer's entire account(s)with Seller RECOMMENDATIONS BY SELLER:Buyer shall have no right to order any change or shall become immediately due and payable and Seller may suspend further performance under modification to any Product previously ordered by Buyer or its representatives or cancel any any order with Buyer. Seller may repossess and remove any such Product,where payment is order without Seller's written consent and payment to Seller of all charges,expenses, outstanding,without notice or demand. Alternatively,Seller may require Buyer to assemble and commissions and reasonable profits owed to or incurred by Seller.Buyer acknowledges that allow Seller to take possession.All past due amounts are subject to a service charge of 1.5%per Seller does not make and specifically negates,renounces and disclaims any representations, month or up to the maximum rate permitted by law.If Buyer is in default for non-payment,then warranties and/or guaranties of any kind or character,expressed or implied,with respect to(i)the in addition to other remedies,Buyer agrees to reimburse Seller all costs of collections including Products sold,their use,design,application or operation,their merchantability,their physical reasonable attorneys'fees.Injurisdictions where a stated rate is required,reasonable attorneys' condition or their fitness for a particular purpose,(ii)the maintenance or other expenses to be fees will be 15%of the outstanding balance. incurred in connection with the Products,(iii)the engineering,design,fabrication work or any SECURITY:To secure payment and performance of all obligations,Buyer hereby grants Seller other work or service(whether gratuitous or for payment)supplied by Seller and/or its agents, a Purchase Money Security Interest in all Products,inventory,equipment,and materials suppliers and employees or(iv)the accuracy or reliability of any information,designs or distributed by Seller,whenever sold,consigned,leased,rented or delivered,directly or indirectly, documents furnished to Buyer.Seller neither assumes,nor authorizes any person to assume for it, to or for the benefit of Buyer by Seller. This includes all construction related Products sold by any other obligation in connection with the sale of its Products or rendering of its services.Any Seller including but not limited to building materials,plumbing,appliances,waterworks,heating recommendations made by Seller concerning the use,design,application or operation of the and air conditioning along with tools,safety accessories and related supplies("Collateral").The Products shall not be construed as representations or warranties,expressed or implied.Failure by security interest extends to all repossessions,returns,and all proceeds from the sale,lease or Seller to make recommendations or give advice to Buyer shall not impose any liability upon rental;and all existing or subsequently arising accoun s and accounts receivable,chattel paper, Seller. FOR GOVERNMENT BUYERS,ALL PRODUCTS ARE OPEN MARKET UNLESS general intangibles,and supporting obligations which may from time to time hereafter come into NOTED OR OTHERWISE INDICATED OTHERWISE. existence during the term of this Agreement.Buyer authorizes Seller to file financing statements INDEMNIFICATION:The Buyer shall at its own expense apply for and obtain any pemtits describing the Collateral along with other notices,and will assist Seller in taking any other and inspections required for the installation or use of the Products.Seller makes no promise or necessary action to perfect and protect Seller's security interest. representation that the Products will conform to any federal,state or local laws ordinances, TAXES:The amount of any sales,excise or other tares,if any,applicable to the Products shall regulations,codes or standards,except as particularly specified and agreed upon in writing by an be added to the purchase price and shall be paid by Buyer unless Buyer provides Seller with an authorized representative of Seller.The Seller's Products are not for use in or with any nuclear exemption certificate acceptable to the taxing authorities.Any taxes which Seller may be required facility unless specifically so stated by Seller in writing. to pay or collect under any existing or future law,upon or with respect to the sale,purchase, Seller shall not be responsible for any losses or damages sustained by the Buyer or any other delivery,storage,processing,use or consumption of any of the Products,including taxes upon or person as a result of improper installation or misapplication of the Products.Buyer shall defend, measured by the receipts from the sale thereof,shall be for the account of the Buyer,who shall indemnify and hold harmless Seller and its agents and employees against any loss,damage, promptly pay the amount thereof to Seller upon demand. claim,suit,liability,judgment or expense(including,without limitation,attomey's fees)arising SET-OFF:Buyer shall not be entitled to set-off any amounts due Buyer against any amount due out of or in connection with any injury,disease or death of persons(including,without limitation, Seller. Buyer's employees and agents)or damage to or loss of any property or the environment,or SHIPMENTS:All Products are shipped EX WORKS(INCO2010)unless noted otherwise in violation of any applicable laws or regulations resulting from or in connection with the sale, writing on Seller's quotation.Risk of loss shall transfer to the Buyer upon tender of goods to transportation,installation,use,or repair of the Products by Buyer or of the information,designs, Buyer,Buyer's representative,or common carrier.The cost of any special packing or special services or other work supplied to Buyer,whether caused by the concurrent and/or contributory handling caused by Buyer's requirements or requests shall be added to the amount of the order.If negligence of Buyer,Seller,or any of their agents,employees or suppliers.The obligations, Buyer causes or requests a shipment delay,or if Seller ships or delivers the Products erroneously indemnities and covenants contained in this paragraph shall survive the consummation or as a result of inaccurate,incomplete or misleading information supplied by Buyer or its agents or temtination of this transaction. employees,storage and all other additional costs and risks shall be bome solely by Buyer. REMEDIES OF SELLER:Upon default by Buyer,Buyer agrees to reimburse Seller all DELIVERY:Seller will make a good faith effort to complete delivery of the Products as attorney fees and court costs incurred by Seller in connection therewith.Buyer agrees that any of indicated by Seller in writing,but Seller assumes no responsibility or liability and will accept no the following shall constitute an event of default which shall enable Seller,at its option,to cancel backcharge for loss or damage due to delay or inability to deliver,whether or not such loss or any unexecuted portion of this order or to exercise any right or remedy which it may have by law: damage was made known to Seller,including,but not limited to,liability for Sellers non- (a)the failure of Buyer to perform any term or condition contained herein;(b)any failure of performance caused by acts of God,war,labor difficulties,accidents,inability to obtain materials, Buyer to give required notice;(c)the insolvency of Buyer or its failure to pay debts as they delays of carriers,contractors or suppliers or any other causes of any kind whatever beyond the mature,an assignment by Buyer for benefit of its creditors,the appointment of receiver for Buyer control of Seller.Delivery to the job site constitutes delivery to Buyer,regardless of whether or for the materials covered by this order or the filing of any petition to adjudicate Buyer Buyer or his agent is at the site at time of delivery or signs a delivery receipt. Under no bankrupt;(d)the death,incompetence,dissolution or termination of existence of Buyer;(e)a circumstances shall Seller be liable for any special,consequential,incidental,indirect,or failure by Buyer to provide adequate assurance of performance within ten(10)days after a liquidated damages,losses,or expense(whether or not based on negligence)arising directly or justified demand by Seller or(1)if Seller,in good faith,believes that Buyer's prospect of indirectly from delays or failure to give notice ofdelay. performance under this Agreement is impaired.All rights and remedies of Seller herein are in INSPECTION AND ACCEPTANCE:Buyer shall examine material upon receipt and prior to addition to,and shall not exclude,any rights or remedies that Seller may have by la:.,.?n the even; installation. All claims for damage,shortages,improper delivery or errors in shipping must be it becomes necessary to incur any expense for collection of any overdue account,reasonable made in writing within five(5)days of delivery.CLAIMS NOT RECEIVED IN WRITING collection charges,including reasonable attorneys'fees,will be added to the balance due and WITHIN THE TIME SPECIFIED ARE WAIVED BY BUYER.After such five(5)day period, Buyer shall pay all such charges. Buyer shall be deemed to have irrevocably accepted the Products,if not previously accepted. SEVERABILITY:These terns and conditions of sale shall not be construed against the party After such acceptance,Buyer shall have no right to reject the Products for any reason or to revoke preparing them,but shall be construed as if all parties jointly prepared these terms and conditions acceptance.Buyer hereby agrees that such five(5)day period is a reasonable amount of time for of sale and any uncertainty or ambiguity shall not be interpreted against any one party.If any such inspection and revocation. provision hereof is held to be illegal,invalid or unenforceable under any present or future laws, RETURNS:Buyer may return any Product which Seller stocks if:(i)it is in new condition, such provision shall be fully severable and the terms and conditions herein shall be construed and suitable for resale in its undamaged original packaging and with all its original parts and(ii)it has enforced as if such illegal,invalid or unenforceable provision had never been made a part hereof not been used,installed,modified,rebuilt,reconditioned,repaired,altered or damaged and(iii) The remaining provisions herein shall remain in full force and effect and shall not be affected by meets all Local,State and Federal laws governing the type of Product that can be sold or put into such illegal,invalid or unenforceable provisions or by their severance herefrom. transit in the State in which the Product is being returned.Buyers surplusjob returns,and those CERTIFICATIONS:Seller certifies that it does not and will not maintain or provide for its not meeting(i),(ii)and(iii),above,will be evaluated on an individual basis after Buyer has employees any segregated facilities at any of its establishments and that it does not permit and contacted Seller's authorized representative for prior written permission.Returns are subject to a will not permit its employees to perform their services at any location,under its control,where 25%restocking fee,unless specified otherwise. Special orders or non-stock items may be segregated facilities are maintained.Seller certifies further that its services are performed in returned if the manufacturer will accept the return.Except for items Seller stocks which meet(i), compliance with the Fair Labor Standards Act of 1938,as amended. (ii)and(iii),above,credit memoranda issued for authorized returns shall be subject to the NON-WAIVER:Seller's failure to insist upon the strict performance of any Term shall not be following deductions:(a)cost of putting items in salable condition;(b)transportation charges,if deemed a waiver of any of Seller's rights or remedies hereunder,nor of its right to insist upon the not prepaid;and(c)handling and restocking charges. strict performance of the same or any other term herein in the future.No waiver of any Term WARRANTY:THE BUYER'S SOLE AND EXCLUSIVE WARRANTY,IF ANY,IS shall be valid unless in writing and signed by Seller's Branch Manager. THAT PROVIDED BY THE PRODUCT'S MANUFACTURER.THE SOLE AND GOVERNING LAW:This transaction shall be governed in all respects by the laws of the EXCLUSIVE REMEDY FOR PRODUCTS ALLEGED TO BE DEFECTIVE IN Commonwealth of Virginia(excluding choice of law provisions).All actions,regardless of form WORKMANSHIP OR MATERIAL WILL BE THE REPLACEN11ENT OF THE arising out of or related to this transaction or the Products sold hereunder must be brought against PRODUCT SUBJECT TO THE MANUFACTURER'S INSPECTION AND Seller within the applicable statutory period,but in no event more than ONE(1)YEAR after the WARRANTY.SELLER HEREBY DISCLAIMS ALL EXPRESSED OR IMPLIED date of invoice. WARRANTIES,WHETHER IMPLIED BY OPERATION OF LAW OR ENTIRE AGREEMENT:This document constitutes the entire,complete,and exclusive OTHERWISE,INCLUDING,WITHOUT LIMITATION,ALL IMPLIED agreement between the parties with respect to the subject matter hereof and contains all the WARRANTIES OF MERCHANTABILITY AND FITNESS OR FITNESS FOR A agreements and conditions of sale;no course of dealing or usage of the trade shall be applicable PARTICULAR PURPOSE.UNDER NO CIRCUMSTANCES,AND IN NO EVENT, unless expressly incorporated herein.The Terms may not be added to,modified,superseded or WILL SELLER BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE otherwise altered except by a written modification signed by the Seller's Branch Manager.All OR ANY OTHER LOSS,DAMAGE,COST OF REPAIRS OR INCIDENTAL, transactions shall be govemed solely by the Terms. PUNITIVE,SPECIAL,CONSEQUENTIAL,OR LIQUIDATED DAMAGES OF ANY KIND,WHETHER BASED UPON WARRANTY,CONTRACT,STRICT LIABILITY, Revised 0311412011 FERGUS ON ENTERPRISES INVOICE NUMBER CUSTOMER PAGE INC. , 0032332 3686 1 of 1 6439 EAST 30TH STREET PLEASE REFER TO INVOICE NUMBER WHEN INDIANAPOLIS, IN 46219-0000 MAKING PAYMENT AND REMIT TO: Ferguson Waterworks INDY#1934 P O BOX 644054 Please contact with Questions: 317-546-2013 PITTSBURGH, PA 15264-4054 SHIP TO: 3985 1 MB 0.405 E0385X 10653 D815897105 P1682677 0001:0002 I'1"�I'I�I���IIIHI11 1111111l111'11111111 11 COUNTER PICK UP 6439 EAST 30TH STREET �a CARMEL UTILITIES INDIANAPOLIS, IN 46219-0000 3450 W 131 ST ST CARMEL IN 46074-8267 SHIP SELL TAX CODE CUSTOMER ORDER NUMBER SALESMAN JOB NAME INVOICE DATE BATCH WHSE. WHSE. 10 1934 1934 INE VALVE BOX LIDS CJD 11/05/13 3923 ORDERED SHIPPED ITEM NUMBER DESCRIPTION UNIT PRICE UM AMOUNT 10 10 IVBLIDW 5-1/4 Cl VLV BX LID WTR 8.512 EA 85.12 INVOICE SUB-TOTAL 85.12 TERMS: NET 10TH PROX ORIGINAL INVOICE TOTAL DUE $85.12 All accounts are due and payable per the invoiced terms. All past due amounts are subject to a service charge at the maximum rate allowed by state law plus costs of collection including attorney fees if incurred. Freight terms are FOB our dock unless otherwise specified above. WARRANTY PROVISIONS:SEE REVERSE SIDE ` 0001:0002 TERMS AND CONDITIONS OF SALE CONTROLLING PROVISIONS:No terms and conditions other than the terms and NEGLIGENCE OR ANY OTHER CAUSE OF ACTION ARISING IN CONNECTION conditions contained herein(`Terms")shall be binding upon Seller unless accepted by it in a WITH THE DESIGN,MANUFACTURE,SALE,TRANSPORTATION, writing signed by the Seller's Branch Manager.All terms and conditions contained in any prior INSTALLATION,USE OR REPAIR OF THE PRODUCTS SOLD BY SELLER. oral or written communication,including,without limitation,Buyer's purchase order,which are BUYER HEREBY ACKNOWLEDGES AND AGREES THAT UNDER NO different from or in addition to Ternis are hereby rejected and shall not be binding on Seller, CIRCUMSTANCES,AND IN NO EVENT,SHALL SELLER'S LIABILITY,IF ANY, whether or not they would materially alter this document,and Seller hereby objects thereto.All EXCEED THE NET SALES PRICE OF THE DEFECTIVE PRODUCT(S);NO prior proposals,negotiations and representations,if any,are merged herein.Buyer will be ADDITIONAL ALLOWANCE SHALL BE MADE FOR THE LABOR OR EXPENSE deemed to have assented to Terms if any part of the goods and/or services(`Products")described OF REPAIRING OR REPLACING DEFECTIVE PRODUCTS OR WORKMANSHIP herein are shipped or an invoice is presented in connection with Products. OR DAMAGE RESULTING FROM THE SAME.EXCEPT AS EXPRESSLY SET TERMS:Buyer agrees to pay for Products Net 10th proximo,unless noted in writing otherwise. FORTH IN THIS PARAGRAPH,ALL PRODUCTS AND/OR SERVICES PROVIDED Buyer shall make all claims for billing errors or adjustments in writing within ten(10)days from BY SELLER AND ITS EMPLOYEES AND AGENTS ARE PROVIDED"AS IS," the invoice date.Claims not received in writing within the time specified are waived by Buyer.If "WHERE IS,"AND"WITH ALL FAULTS." Buyer fails to make any payment to Seller when due,the Buyer's entire account(s)with Seller RECOMMENDATIONS BY SELLER:Buyer shall have no right to order any change or shall become immediately due and payable and Seller may suspend further performance under modification to any Product previously ordered by Buyer or its representatives or cancel any any order with Buyer. Seller may repossess and remove any such Product,where payment is order without Seller's written consent and payment to Seller of all charges,expenses, outstanding,without notice or demand. Alternatively,Seller may require Buyer to assemble and commissions and reasonable profits owed to or incurred by Seller.Buyer acknowledges that allow Seller to take possession.All past due amounts are subject to a service charge of 1.5%per Seller does not make and specifically negates,renounces and disclaims any representations, month or up to the maximum rate permitted by law.If Buyer is in default for non-payment,then warranties and/or guaranties of any kind or character,expressed or implied,with respect to(i)the in addition to other remedies,Buyer agrees to reimburse Seller all costs of collections including Products sold,their use,design,application or operation,their merchantability,their physical reasonable attorneys'fees.In jurisdictions where a stated rate is required,reasonable attorneys' condition or their fitness for a particular purpose,(ii)the maintenance or other expenses to be fees will be 15%of the outstanding balance. incurred in connection with the Products,(iii)the engineering,design,fabrication work or any SECURITY:To secure payment and performance of all obligations,Buyer hereby grants Seller other work or service(whether gratuitous or for payment)supplied by Seller and/or its agents, a Purchase Money Security Interest in all Products,inventory,equipment,and materials suppliers and employees or(iv)the accuracy or reliability of any information,designs or distributed by Seller,whenever sold,consigned,leased,rented or delivered,directly or indirectly, documents famished to Buyer.Seller neither assumes,nor authorizes any person to assume for it, to or for the benefit of Buyer by Seller. This includes all construction related Products sold by any other obligation in connection with the sale of its Products or rendering of its services.Any Seller including but not limited to building materials,plumbing,appliances,waterworks,heating recommendations made by Seller concerning the use,design,application or operation of the and air conditioning along with tools,safety accessories and related supplies(`Collateral").The Products shall not be construed as representations or warranties,expressed or implied.Failure by security interest extends to all repossessions,returns,and all proceeds from the sale,lease or Seller to make recommendations or give advice to Buyer shall not impose any liability upon rental;and all existing or subsequently arising accounts and accounts receivable,chattel paper, Seller. FOR GOVERNMENT BUYERS,ALL PRODUCTS ARE OPEN MARKET UNLESS general intangibles,and supporting obligations which may from time to time hereafter come into NOTED OR OTHERWISE INDICATED OTHERWISE. existence during the term of this Agreement.Buyer authorizes Seller to file financing statements INDEMNIFICATION:The Buyer shall at its own expense apply for and obtain any permits describing the Collateral along with other notices,and will assist Seller in taking any other and inspections required for the installation or use of the Products.Seller makes no promise or necessary action to perfect and protect Sellers security interest. representation that the Products will conform to any federal,state or local laws ordinances, TAXES:The amount of any sales,excise or other taxes,if any,applicable to the Products shall regulations,codes or standards,except as particularly specified and agreed upon in writing by an be added to the purchase price and shall be paid by Buyer unless Buyer provides Seller with an authorized representative of Seller.The Sellers Products are not for use in or with any nuclear exemption certificate acceptable to the taxing authorities.Any taxes which Seller may be required facility unless specifically so stated by Seller in writing. to pay or collect under any existing or future law,upon or with respect to the sale,purchase, Seller shall not be responsible for any losses or damages sustained by the Buyer or any other delivery,storage,processing,use or consumption of any of the Products,including taxes upon or person as a result of improper installation or misapplication of the Products.Buyer shall defend measured by the receipts from the sale thereof,shall be for the account of the Buyer,who shall indemnify and hold harmless Seller and its agents and employees against any loss,damage, promptly pay the amount thereof to Seller upon demand. claim,suit,liability,judgment or expense(including,without limitation,attorney's fees)arising SET-OFF:Buyer shall not be entitled to set-off any amounts due Buyer against any amount due out of or in connection with any injury,disease or death of persons(including,without limitation, Seller. Buyers employees and agents)or damage to or loss of any property or the environment,or SHH'NIENTS:All Products are shipped EX WORKS(INCO2010)unless noted otherwise in violation of any applicable laws or regulations resulting from or in connection with the sale, writing on Seller's quotation.Risk of loss shall transfer to the Buyer upon tender of goods to transportation,installation,use,or repair of the Products by Buyer or of the information,designs, Buyer,Buyers representative,or common carrier.The cost of any special packing or special services or other work supplied to Buyer,whether caused by the concurrent and/or contributory handling caused by Buyers requirements or requests shall be added to the amount of the order.If negligence of Buyer,Seller,or any of their agents,employees or suppliers.The obligations, Buyer causes or requests a shipment delay,or if Seller ships or delivers the Products erroneously indemnities and covenants contained in this paragraph shall survive the consummation or as a result of inaccurate,incomplete or misleading information supplied by Buyer or its agents or termination of this transaction. employees,storage and all other additional costs and risks shall be home solely by Buyer. REMEDIES OF SELLER:Upon default by Buyer,Buyer agrees to reimburse Seller all DELIVERY:Seller will make a good faith effort to complete delivery of the Products as attorney fees and court costs incurred by Seller in connection therewith.Buyer agrees that any of indicated by Seller in writing,but Seller assumes no responsibility or liability and will accept no the following shall constitute an event of default which shall enable Seller,at its option,to cancel backcharge for loss or damage due to delay or inability to deliver,whether or not such loss or any unexecuted portion of this order or to exercise any right or remedy which it may have by law: damage was made known to Seller,including,but not limited to,liability for Sellers non- (a)the failure of Buyer to perform any term or condition contained herein;(b)any failure of performance caused by acts of God,war,labor difficulties,accidents,inability to obtain materials, Buyer to give required notice;(c)the insolvency of Buyer or its failure to pay debts as they delays of carvers,contractors or suppliers or any other causes of any kind whatever beyond the mature,an assignment by Buyer for benefit of its creditors,the appointment of receiver for Buyer control of Seller.Delivery to the job site constitutes delivery to Buyer,regardless of whether or for the materials covered by this order or the filing of any petition to adjudicate Buyer Buyer or his agent is at the site at time of delivery or signs a delivery receipt. Under no bankrupt;(d)the death,incompetence,dissolution or termination of existence of Buyer;(e)a circumstances shall Seller be liable for any special,consequential,incidental,indirect,or failure by Buyer to provide adequate assurance of performance within ten(10)days after a liquidated damages,losses,or expense(whether or not based on negligence)arising directly or justified demand by Seller or(f)if Seller,in good faith,believes that Buyers prospect of indirectly from delays or failure to give notice of delay. performance under this Agreement is impaired.All rights and remedies of Seller herein are in INSPECTION AND ACCEPTANCE:Buyer shall examine material upon receipt and prior to addition to,and shall not exclude,any rights or remedies that Seller may have by law.In the event installation. All claims for damage,shortages,improper delivery or errors in shipping must be it becomes necessary to incur any expense for collection of any overdue account,reasonable made in writing within five(5)days of delivery.CLAIMS NOT RECEIVED IN WRITING collection charges,including reasonable attorneys'fees,will be added to the balance due and WITHIN THE TIME SPECIFIED ARE WAIVED BY BUYER.After such five(5)day period, Buyer shall pay all such charges. Buyer shall be deemed to have irrevocably accepted the Products,if not previously accepted. SEVERABILITY:These terms and conditions of sale shall not be construed against the party After such acceptance,Buyer shall have no right to reject the Products for any reason or to revoke preparing them,but shall be construed as if all parties jointly prepared these terms and conditions acceptance.Buyer hereby agrees that such five(5)day period is a reasonable amount of time for of sale and any uncertainty or ambiguity shall not be interpreted against any one party.If any such inspection and revocation. provision hereof is held to be illegal,invalid or unenforceable under any present or future laws, RETURNS:Buyer may return any Product which Seller stocks if(i)it is in new condition, such provision shall be fully severable and the terms and conditions herein shall be construed and suitable for resale in its undamaged original packaging and with all its original pars and(ii)it has enforced as if such illegal,invalid or unenforceable provision had never been made a part hereof not been used,installed,modified,rebuilt,reconditioned,repaired,altered or damaged and(iii) The remaining provisions herein shall remain in full force and effect and shall not be affected by meets all Local,State and Federal laws governing the type of Product that can be sold or put into such illegal,invalid or unenforceable provisions or by their severance herefrom. transit in the State in which the Product is being returned.Buyers surplus job returns,and those CERTIFICATIONS:Seller certifies that it does not and will not maintain or provide for its not meeting(i),(ii)and(iii),above,will be evaluated on an individual basis after Buyer has employees any segregated facilities at any of its establishments and that it does not permit and contacted Sellers authorized representative for prior written permission.Returns are subject to a will not permit its employees to perform their services at any location,under its control,where 25%restocking fee,unless specified otherwise. Special orders or non-stock items may be segregated facilities are maintained.Seller certifies further that its services are performed in returned if the manufacturer will accept the return.Except for items Seller stocks which meet(i), compliance with the Fair Labor Standards Act of 1938,as amended. (ii)and(iii),above,credit memoranda issued for authorized returns shall be subject to the NON-WAIVER:Sellers failure to insist upon the strict performance of any Term shall not be following deductions:(a)cost of putting items in salable condition;(b)transportation charges,if deemed a waiver of any of Seller's rights or remedies hereunder,nor of its right to insist upon the not prepaid;and(c)handling and restocking charges. strict performance of the same or any other term herein in the future.No waiver of any Term WARRANTY:THE BUYER'S SOLE AND EXCLUSIVE WARRANTY,IF ANN',IS shall be valid unless in writing and signed by Setters Branch Manager. THAT PROVIDED BY THE PRODUCT'S MANUFACTURER THE SOLE AND GOVERNING LAW:This transaction shall be governed in all respects by the laws of the EXCLUSIVE REMEDY FOR PRODUCTS ALLEGED TO BE DEFECTIVE IN Commonwealth of Virginia(excluding choice of law provisions).All actions,regardless of form, WORKMANSHIP OR MATERIAL WILL BE THE REPLACEMENT OF THE arising out of or related to this transaction or the Products sold hereunder must be brought against PRODUCT SUBJECT TO THE MANUFACTURER'S INSPECTION AND Seller within the applicable statutory period,but in no event more than ONE(1)YEAR after the WARRANTY.SELLER HEREBY DISCLAIMS ALL EXPRESSED OR IMPLIED date of invoice. WARRANTIES,WHETHER IMPLIED BY OPERATION OF LAW OR ENTIRE AGREEMENT:This document constitutes the entire,complete,and exclusive OTHERWISE,INCLUDING,WITHOUT LIMITATION,ALL IMPLIED agreement between the parties with respect to the subject matter hereof and contains all the WARRANTIES OF MERCHANTABILITY AND FITNESS OR FITNESS FOR A agreements and conditions of sale;no course of dealing or usage of the trade shall be applicable PARTICULAR PURPOSE.UNDER NO CIRCUMSTANCES,AND IN NO EVENT, unless expressly incorporated herein.The Terms may not be added to,modified,superseded or WILL SELLER BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE otherwise altered except by a written modification signed by the Sellers Branch Manager.All OR ANY OTHER LOSS,DAMAGE,COST OF REPAIRS OR INCIDENTAL, transactions shall be governed solely by the Terms. PUNITIVE,SPECIAL,CONSEQUENTIAL,OR LIQUIDATED DAMAGES OF ANN' KIND,WHETHER BASED UPON WARRANTY,CONTRACT,STRICT LIABILITY, Rcn,ised 03/14/2011 FERGUSON ENTERPRISES, INVOICE NUMBER CUSTOMER ........ .PAGE INC: 0032272 3686 1 of 1 6439 EAST 30TH STREET PLEASE REFER TO INVOICE NUMBER WHEN INDIANAPOLIS, IN 46219-0000 MAKING PAYMENT AND REMIT TO: Ferguson Waterworks INDY#1934 P O BOX 644054 Please contact with Questions: 317-546-2013 PITTSBURGH, PA 15264-4054 SHIRTO: 4315 1 MB 0.405 E0151X 10224 D814915260 P1680582 0001:0001 r '- CARMEL UTILITIES 3450 W 131 ST ST CARMEL IN 46074-8267 SHIP SELL TAX CODE CUSTOMER ORDER NUMBER SALESMAN JOB NAME INVOICE DATE BATCH WHSE. WHSE. _ _ _ 10 1934 1 934 INE DUCTILE CJD DUCTILE ------11/01113 ____3916 ORDERED SHIPPED ITEM NUMBER DESCRIPTION UNIT PRICE UM AMOUNT 40 40 AFT350PX 8 CL350 CL DI FASTITE PIPE 13.220 FT 528.80 40 40 AFT350P10 10 CL350 CL DI FASTITE PIPE 19.330 FT 773.20 INVOICE SUB-TOTAL 1302.00 TERMS: NET 10TH PROX ORIGINAL INVOICE TOTAL DUE $1,302.00 All accounts are due and payable per the invoiced terms. All past due amounts are subject to a service charge at the maximum rate allowed by state law plus costs of collection including attorney fees if incurred. Freight terms are FOB our dock unless otherwise specified above. WARRANTY PROVISIONS:SEE REVERSE SIDE 0001:0001 TERMS AND CONDITIONS OF SALE CONTROLLING PROVISIONS:No terms and conditions other than the terms and NEGLIGENCE OR ANY OTHER CAUSE OF ACTION ARISING IN CONNECTION conditions contained herein("Terms")shall be binding upon Seller unless accepted by it in a WITH THE DESIGN,MANUFACTURE,SALE,TRANSPORTATION, writing signed by the Seller's Branch Manager.All terms and conditions contained in any prior INSTALLATION,USE OR REPAIR OF THE PRODUCTS SOLD BY SELLER. oral or written communication,including,without limitation,Buyer's purchase order,which are BUYER HEREBY ACKNOWLEDGES AND AGREES THAT UNDER NO different from or in addition to Terms are hereby rejected and shall not be binding on Seller, CIRCUMSTANCES,AND IN NO EVENT,SHALL SELLER'S LIABILITY,IF ANY, whether or not they would materially alter this document,and Seller hereby objects thereto.All EXCEED THE NET SALES PRICE OF THE DEFECTIVE PRODUCT(S);NO prior proposals,negotiations and representations,if any,are merged herein.Buyer will be ADDITIONAL ALLOWANCE SHALL BE MADE FOR THE LABOR OR EXPENSE deemed to have assented to Terns if any part of the goods and/or services("Products")described OF REPAIRING OR REPLACING DEFECTIVE PRODUCTS OR WORKMANSHIP herein are shipped or an invoice is presented in connection with Products. OR DAMAGE RESULTING FROM THE SAME.EXCEPT AS EXPRESSLY SET TERMS:Buyer agrees to pay for Products Net l Oth proximo,unless noted in writing otherwise. FORTH IN THIS PARAGRAPH,ALL PRODUCTS AND/OR SERVICES PROVIDED Buyer shall make all claims for billing errors or adjustments in writing within ten(10)days from BY SELLER AND ITS EMPLOYEES AND AGENTS ARE PROVIDED"AS IS," the invoice date.Claims not received in writing within the time specified are waived by Buyer.If "WHERE IS,"AND"WITH ALL FAULTS." Buyer fails to make any payment to Seller when due,the Buyer's entire account(s)with Seller RECOMMENDATIONS BY SELLER:Buyer shall have no right to order any change or shall become immediately due and payable and Seller may suspend further performance under modification to any Product previously ordered by Buyer or its representatives or cancel any any order with Buyer. Seller may repossess and remove any such Product,where payment is order without Seller's written consent and payment to Seller of all charges,expenses, outstanding,without notice or demand. Alternatively,Seller may require Buyer to assemble and commissions and reasonable profits owed to or incurred by Seller.Buyer acknowledges that allow Seller to take possession.All past due amounts are subject to a service charge of 1.5%per Seller does not make and specifically negates,renounces and disclaims any representations, month or up to the maximum rate permitted by law.If Buyer is in default for non-payment,then warranties and/or guaranties of any kind or character,expressed or implied,with respect to(i)the in addition to other remedies,Buyer agrees to reimburse Seller all costs of collections including Products sold,their use,design,application or operation,their merchantability,their physical reasonable attorneys'fees.In jurisdictions where a stated rate is required,reasonable attorneys' condition or their fitness for a particular purpose,(ii)the maintenance or other expenses to be fees will be 15%of the outstanding balance. incurred in connection with the Products,(iii)the engineering,design,fabrication work or any SECURITY:To secure payment and performance of all obligations,Buyer hereby grants Seller other work or service(whether gratuitous or for payment)supplied by Seller and/or its agents, a Purchase Money Security Interest in all Products,inventory,equipment,and materials suppliers and employees or(iv)the accuracy or reliability of any information,designs or distributed by Seller,whenever sold,consigned,leased,rented or delivered,directly or indirectly, documents furnished to Buyer.Seller neither assumes,nor authorizes any person to assume for it, to or for the benefit of Buyer by Seller. This includes all construction related Products sold by any other obligation in connection with the sale of its Products or rendering of its services.Any Seller including but not limited to building materials,plumbing,appliances,waterworks,heating recommendations made by Seller concerning the use,design,application or operation of the and air conditioning along with tools,safety accessories and related supplies("Collateral").The Products shall not be construed as representations or warranties,expressed or implied.Failure by security interest extends to all repossessions,returns,and all proceeds from the sale,lease or Seller to make reconmmendations or give advice to Buyer shall not impose any liability upon rental;and all existing or subsequently arising accounts and accounts receivable,chattel paper, Seller. FOR GOVERNMENT BUYERS,ALL PRODUCTS ARE OPEN MARKET UNLESS general intangibles,and supporting obligations which may from time to time hereafter come into NOTED OR OTHERWISE INDICATED OTHERWISE. existence during the term of this Agreement.Buyer authorizes Seller to file financing statements INDEMNIFICATION:The Buyer shall at its own expense apply for and obtain any permits describing the Collateral along with other notices,and will assist Seller in taking any other and inspections required for the installation or use of the Products.Seller makes no promise or necessary action to perfect and protect Seller's security interest. representation that the Products will conform to any federal,state or local laws ordinances, TAXES:The amount of any sales,excise or other taxes,if any,applicable to the Products shall regulations,codes or standards,except as particularly specified and agreed upon in writing by an be added to the purchase price and shall be paid by Buyer unless Buyer provides Seller with an authorized representative of Seller.The Seller's Products are not for use in or with any nuclear exemption certificate acceptable to the taxing authorities.Any taxes which Seller may be required facility unless specifically so stated by Seller in writing. to pay or collect under any existing or future law,upon or with respect to the sale,purchase, Seller shall not be responsible for any losses or damages sustained by the Buyer or any other delivery,storage,processing,use or consumption of any of the Products,including taxes upon or person as a result of improper installation or misapplication of the Products.Buyer shall defend, measured by the receipts from the sale thereof,shall be for the account of the Buyer,who shall indemnify and hold harmless Seller and its agents and employees against any loss,damage, promptly pay the amount thereof to Seller upon demand. claim,suit,liability,judgment or expense(including,without limitation,attorney's fees)arising SET-OFF:Buyer shall not be entitled to set-off any amounts due Buyer against any amount due out of or in connection with any injury,disease or death of persons(including,without limitation, Seller. Buyer's employees and agents)or damage to or loss of any property or the environment,or SHIPMENTS:All Products are shipped EX WORKS(INCO2010)unless noted otherwise in violation of any applicable laws or regulations resulting from or in connection with the sale, writing on Seller's quotation.Risk of loss shall transfer to the Buyer upon tender of goods to transportation,installation,use,or repair of the Products by Buyer or of the information,designs, Buyer,Buyer's representative,or common carrier.The cost of any special packing or special services or other work supplied to Buyer,whether caused by the concurrent and/or contributory handling caused by Buyer's requirements or requests shall be added to the amount of the order.If negligence of Buyer,Seller,or any of their agents,employees or suppliers.The obligations, Buyer causes or requests a shipment delay,or if Seller ships or delivers the Products erroneously indemnities and covenants contained in this paragraph shall survive the consummation or as a result of inaccurate,incomplete or misleading information supplied by Buyer or its agents or termination of this transaction. employees,storage and all other additional costs and risks shall be home solely by Buyer. REMEDIES OF SELLER:Upon default by Buyer,Buyer agrees to reimburse Seller all DELIVERY:Seller will make a good faith effort to complete delivery of the Products as attorney fees and court costs incurred by Seller in connection therewith.Buyer agrees that any of indicated by Seller in writing,but Seller assumes no responsibility or liability and will accept no the following shall constitute an event of default which shall enable Seller,at its option,to cancel backcharge for loss or damage due to delay or inability to deliver,whether or not such loss or any unexecuted portion of this order or to exercise any right or remedy which it may have by law: damage was made known to Seller,including,but not limited to,liability for Seller's non- (a)the failure of Buyer to perform any term or condition contained herein;(b)any failure of performance caused by acts of God,war,labor difficulties,accidents,inability to obtain materials, Buyer to give required notice;(c)the insolvency of Buyer or its failure to pay debts as they delays of caniers,contractors or suppliers or any other causes of any kind whatever beyond the mature,an assignment by Buyer for benefit of its creditors,the appointment of receiver for Buyer control of Seller.Delivery to the job site constitutes delivery to Buyer,regardless of whether or for the materials covered by this order or the filing of any petition to adjudicate Buyer Buyer or his agent is at the site at time of delivery or signs a delivery receipt. Under no bankrupt;(d)the death,incompetence,dissolution or termination of existence of Buyer;(e)a circumstances shall Seller be liable for any special,consequential,incidental,indirect,or failure by Buyer to provide adequate assurance of performance within ten(10)days after a liquidated damages,losses,or expense(whether or not based on negligence)arising directly or justified demand by Seller or(f)if Seller,in good faith,believes that Buyer's prospect of indirectly from delays or failure to give notice of delay. performance under this Agreement is impaired.All rights and remedies of Seller herein are in INSPECTION AND ACCEPTANCE:Buyer shall examine material upon receipt and prior to addition to,and shall not exclude,any rights or remedies that Seller may have by law.In the event installation. All claims for damage,shortages,improper delivery or errors in shipping must be it becomes necessary to incur any expense for collection of any overdue account,reasonable made in writing within five(5)days of delivery.CLAIMS NOT RECEIVED IN WRITING collection charges,including reasonable attomeys'fees,will be added to the balance due and WITHIN THE TIME SPECIFIED ARE WAIVED BY BUYER.After such five(5)day period Buyer shall pay all such charges. Buyer shall he deemed to have irrevocably accepted the Products,if not previously accepted. SEVE,RABiLi F :These terms and conditions of sale shall not be construed against the party After such acceptance,Buyer shall have no right to reject the Products for any reason or to revoke preparing them,but shall be construed as if all parties jointly prepared these terms and conditions acceptance.Buyer hereby agrees that such five(5)day period is a reasonable amount of time for of sale and any uncertainty or ambiguity shall not be interpreted against any one party.If any such inspection and revocation. provision hereof is held to be illegal,invalid or unenforceable under any present or future laws, RETURNS:Buyer may return any Product which Seller stocks if:(i)it is in new condition, such provision shall be fully severable and the terms and conditions herein shall be construed and suitable for resale in its undamaged original packaging and with all its original parts and(ii)it has enforced as if such illegal,invalid or unenforceable provision had never been made a part hereof not been used,installed,modified,rebuilt,reconditioned,repaired,altered or damaged and(iii) The remaining provisions herein shall remain in full force and effect and shall not be affected by meets all Local,State and Federal laws governing the type of Product that can be sold or put into such illegal,invalid or unenforceable provisions or by their severance herefrom. transit in the State in which the Product is being returned.Buyer's surplusjob returns,and those CERTIFICATIONS:Seller certifies that it does not and will not maintain or provide for its not meeting(i),(ii)and(iii),above,will be evaluated on an individual basis after Buyer has employees any segregated facilities at any of its establishments and that it does not permit and contacted Seller's authorized representative for prior written permission.Returns are subject to a will not permit its employees to perform their services at any location,under its control,where 25%restocking fee,unless specified otherwise. Special orders or non-stock items may be segregated facilities are maintained.Seller certifies hither that its services are perfonned in returned if the manufacturer will accept the return.Except for items Seller stocks which meet(i), compliance with the Fair Labor Standards Act of 1938,as amended. (ii)and(iii),above,credit memoranda issued for authorized returns shall be subject to the NON-WAIVER:Seller's failure to insist upon the strict performance of any Tenn shall not be following deductions:(a)cost of putting items in salable condition;(b)transportation charges,if deemed a waiver of any of Seller's rights or remedies hereunder,nor of its right to insist upon the not prepaid;and(c)handling and restocking charges. strict performance of the same or any other term herein in the future.No waiver of any Term WARRANTY:THE BUYER'S SOLE AND EXCLUSIVE WARRANTY,IF ANY,IS shall be valid unless in writing and signed by Seller's Branch Manager. THAT PROVIDED BY THE PRODUCT'S MANUFACTURER.THE SOLE AND GOVERNING LAW:This transaction shall be governed in all respects by the laws of the EXCLUSIVE REMEDY FOR PRODUCTS ALLEGED TO BE DEFECTIVE IN Comnmomvealth of Virginia(excluding choice of law provisions).All actions,regardless of form WORKMANSHIP OR MATERIAL NVILL BE THE REPLACEMENT OF THE arising out of or related to this transaction or the Products sold hereunder must be brought against PRODUCT SUBJECT TO THE MANUFACTURER'S INSPECTION AND Seller within the applicable statutory period,but in no event more than ONE(1)YEAR after the WARRANTY.SELLER HEREBY DISCLAIMS ALL EXPRESSED OR IMPLIED date of invoice. WARRANTIES,WHETHER IMPLIED BY OPERATION OF LAW OR ENTIRE AGREEMENT:This document constitutes the entire,complete,and exclusive OTHERWISE,INCLUDING,WITHOUT LIMITATION,ALL IMPLIED agreement between the parties with respect to the subject matter hereof and contains all the WARRANTIES OF MERCHANTABILITY AND FITNESS OR FITNESS FOR A agreements and conditions of sale;no course of dealing or usage of the trade shall be applicable PARTICULAR PURPOSE.UNDER NO CIRCUMSTANCES,AND IN NO EVENT, unless expressly incorporated herein.The Terms may not be added to,modified,superseded or WILL SELLER BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE otherwise altered except by a written modification signed by the Seller's Branch Manager.All OR ANY OTHER LOSS,DAMAGE,COST OF REPAIRS OR INCIDENTAL, transactions shall be governed solely by the Terms. PUNITIVE,SPECIAL,CONSEQUENTIAL,OR LIQUIDATED DAMAGES OF ANY KIND,WHETHER BASED UPON WARRANTY,CONTRACT,STRICT LIABILITY, Reu>ised 03/14/2011 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 353162 FERGUSON ENTERPRISES - FEI Purchase Order No. 6439 EAST 30TH STREET Terms INDIANAPOLIS, IN 46219 Due Date 11/12/2013 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 11/12/201, 0032272 $1,302.00 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 Date Officer VOUCHER # 133346 WARRANT # ALLOWED 353162 IN SUM OF $ F E R G U S 0 N F E I E4 9 E.nQ 381 . 38 1 i v TnE-ET`"VV Q ,CXW5-q Carmel Water Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO# INV# ACCT# AMOUNT Audit Trail Code 0032272 01-6200-06 31,302.00 v eb3�3�a i► 85.1Z. C�3.�u ct� �� . 4th.5•� cx�5a��•� ►� I�-Eg•�D Voucher Total 4R,bgr- Cost distribution ledger classification if claim paid under vehicle highway fund