HomeMy WebLinkAbout230550 03/26/14 ,Coq•.
CITY OF CARMEL, INDIANA VENDOR: 361198
ONE CIVIC SQUARE NIKE USA INC CHECK AMOUNT: $*****7,301.29*
?� CARMEL, INDIANA 46032 PO BOX 847648 CHECK NUMBER: 230550
DALLAS TX 75284-7648 CHECK DATE: 03/26/14
DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION
1207 4356006 14020522 -1,383.36 GOLF SOFTGOODS
1207 4356007 75063007 -468.00 GOLF HARDGOODS
1207 4356006 958216697 ' 214.01 GOLF SOFTGOODS
1207 4356006 958216698 360.49 GOLF SOFTGOODS
1207 4356006 958279420 396.14 GOLF SOFTGOODS
1207 4356006 958279421 1,314.46 GOLF SOFTGOODS
1207 4356007 958301238 75.00 GOLF HARDGOODS
1207 4356006 958312181 888.74 GOLF SOFTGOODS
1207 4356006 958315658 8.85 GOLF SOFTGOODS
1207 4356006 958411336 2,677.60 GOLF SOFTGOODS
1207 4356006 958478770 487.81 GOLF SOFTGOODS
1207 4356007 958478771 2,729.55 GOLF HARDGOODS
. . NIKEGOLF `/ Customer Number: 272920 Credit Memo Number: 14020522
® MEMO
C EMA Original Invoice Number 948855254 Credit Memo Date: 11/20/2013
CREDIT MO Original Invoice Date: 03/18/2013 Customer Claim Number: 7104233229
Customer PO No: SHOE AND SOCK Nike Claim Number: 7104233229
Original Order Number: 861641867 Terms: Net 120
DUNS#:05-095-7364 Reason: Golf Exchange,Program Return Currency: USD
FEDERAL TAX ID#:93-124-3023
MAIL TO DELIVER GOODS TO
CITY OF CARMEL CITY OF CARMEL
BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY
12120 BROOKSHIRE PKWY 272920
CARMEL IN 46033-3314 BROOKSHIRE GOLF CLUB
CARMEL IN 46033-3314
Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total
Product Code Ordered Shipped Unit Price Price
533093-003 NIKE AIR RANGE WP 9.5 PR 1 1 70.00- 67.20- 6720-
10 PR 1 1 70.00- 67.20- 67,20-
10.5 PR 1 1 70.00- 67.20- 67.20-
11 PR 1 1 70.00- 67.20- 67.20-
12 PR 1 1 70.00- 67.20- 67.20-
**Subtotals 5 5 350.00- 336.00- 336.00-
549576-102 WMNS NK AIR EMBELL 8 PR 1 1 64.00- 61.44- 61.44-
8.5 PR 1 1 64.00- 61.44- 61.44-
**Subtotals 2 2 128.00- 122.88- 122.88-
549583-001 WMNS NIKE DELIGHT 7.5 PR 1 1 43.00- 41.28- 41.28-
8 PR 1 1 43.00- 41.28- 41.28-
8.5 PR 1 1 43.00- 41.28- 41.28-
9 PR 1 1 43.00- 41.28- 41.28-
**Subtotals 4 4 172.00- 165.12- 165.12-
551458-100 WMNS NIKE LUNAR DU 7 PR 1 1 56.00- 53.76- 53.76-
7.5 PR 1 1 56.00- 53.76- 53.76-
8 PR 1 1 56.00- 53.76- 53.76-
8.5 PR 1 1 56.00- 53.76- 53.76-
9 PR 1 1 56.00- 53.76- 53.76-
9.5 PR 1 1 56.00- 53.76- 53.76-
**Subtotals 6 6 336.00- 322.56- 322.56-
552069-001 NIKE HERITAGE III 9.5 PR 1 1 43.00- 41.28- 41.28- .
11.5 PR 1 1 43.00- 41.28- 41.28-
**Subtotals 2 2 86.00- 82.56- 82.56-
552070-101 NIKE HERITAGE III 9.5 PR 1 1 43.00- 41.28- 41.28-
10 PR 1 1 43.00- 41.28- 41.28-
12 -PR 1 1 43.00- 41.28- 41.28-
**Subtotals 3 3 129.00- 123.84 .123.84-
552082-100 NIKE AIR RIVAL 2.5 10 PR 1 1 48.00- 46.08- 46.08-
11.5 PR 1 1 48.00- 46.08- 46.08-
**Subtotals 2 2 96.00- 92.16- 92.16-
552082-102 NIKE AIR RIVAL 2.5 9.5 PR 1 1 48.00- 46.08- 46.08-
10.5 PR 1 1 48.00- 46.08- 46.08-
All Nike USA,Inc.products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by
Nike. A service charge of 1 1/2% per month will be charged-on all past due invoices. Anticipation discounts are not allowed. No returns without prior
authorization from Nike. Shortage claims must be made wit>"iin 30 days of receipt. All collection fees and costs must be paid by purchaser. Detailed terms and
conditions on reverse side of page 1.
Please remit to: NIKE USA,Inc.
PO Box 847648
Dallas 75284-7648 US
Page 1 of.4
. . 1®91 SCE G O LF Customer Number: 272920 Credit Memo Number: 14020522
Original Invoice Number 948855254 Credit Memo Date: 11/20/2013
CREDIT MEMO Original Invoice Date: 03/18/2013 Customer Claim Number: 7104233229
Customer PO No: SHOE AND SOCK Nike Claim Number: 7104233229
Original Order Number: 861641867 Terms: Net 120
DUNS#:05-095-7364 Reason: Golf Exchange Program Return Currency: USD
FEDERAL TAX ID#:93-124-3023
Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total
Product Code Ordered Shipped Unit Price Price
12 PR 1 1 48.00- 46.08- 46.08-
"Subtotals 3 3 144.00- 138.24- 138.24-
Wholesale Amount Sales Net of Discount Freight Total Credit
1,441.00- 1,383.36- 0.00 1,383.36-
Page 4 of 4
N I KE G O LF Customer Number: 272920 Invoice Number: 958279421
INVOICE
' Nike Order Number: 875332110 Invoice Date: 03/10/2014
9 V VO I C E Nike Delivery Number: 320584950 Terms: Net 60
Customer PO No: SP14 Terms begin as of: 03/10/2014
Ordered by: Due Date: 05/09/2014
DUNS#:05-095-7364 Ordered on: 11/01/2013 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
MAIL TO DELIVER GOODS TO
CITY OF CARMEL CITY OF CARMEL
BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY
12120 BROOKSHIRE PKWY 272920
CARMEL IN 46033-3314 BROOKSHIRE GOLF CLUB
CARMEL IN 46033-3314
Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total
�]
Product Code Ordered Shipped Unit Price Price
518016-010 TECH SWOOSH VISOR MISC EA 3 3 9.00 7.65 22.95
"Subtotals 3 3 27.00 22.95 22.95
518016-100 TECH SWOOSH VISOR MISC EA 3 3 9.00 7.65 22.95
"Subtotals 3 3 27.00 22.95 22.95
518016-419 TECH SWOOSH VISOR MISC EA 3 3 9.00 7.65 22.95
"Subtotals 3 3 27.00 22.95 22.95
518016-657 TECH SWOOSH VISOR MISC EA 3 3 9.00 7.65 22.95
"Subtotals 3 3 27.00 22.95 22.95
585777-032 DRI-FIT PERFORMANC M EA 1 1 37.50 31.87 31.87
L EA 1 1 37.50 31.87 31.87
XL EA 1 1 37.50 31.87 31.87
"Subtotals 3 3 112.50 95.61 95.61
585777-046 DRI-FIT PERFORMANC L EA 1 1 37.50 31.87 31.87
XL EA 1 1 37.50 31.87 31.87
2XL EA 1 1 37.50 31.87 31.87
"Subtotals 3 3 112.50 95.61 95.61
585777-438 DRI-FIT PERFORMANC L EA 1 1 37.50 31.87 31.87
XL EA 1 1 37.50 31.87 31.87
2XL EA 1 1 37.50 31.87 31.87
"Subtotals 3 3 112.50 95.61 95.61
585777-496 DRI-FIT PERFORMANC M EA 1 1 37.50 31.87 31.87
L EA 1 1 37.50 31.87 31.87
XL EA 1 1 37.50 31.87 31.87
"Subtotals 3 3 112.50 95.61 95.61
585777-619 DRI-FIT PERFORMANC M EA 1 1 37.50 31.87 31.87
L EA 1 1 37.50 31.87 31.87
XL EA 1 1 37.50 31.87 31.87
"Subtotals 3 3 112.50 95.61 95.61
585777-841 DRI-FIT PERFORMANC M EA 1 1 37.50 31.87 31.87
L EA 1 1 37.50 31.87 31.87
XL EA 1 1 37.50 31.87 31.87
All Nike USA,Inc.products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by
Nike. A service charee of l '/z% per month will be chargec�on all past due invoices. Amici anon discounts are not allowed. No returns without prior
authorization from Nike. Shortage claims must be made wi&n 30 days of receipt. All collection tees and costs must be paid by purchaser. Detailed terms and
conditions on reverse side of page 1.
Please remit to: NIKE USA,Inc.
PO Box 847648
Dallas 75284-7648 US
Page 1 of 5
NIKE USA,Inc.
TERMS AND CONDITIONS OF SALE
NIKE USA,Inc.("NIKE")offers certain goods bearing NIKE Trademarks(asdefined below)("Product")for sale to retailers that have been authorized by NIKE to
make purchases of such Product("Customers.") By su muting an order to NIKE(each.an"Order"),Customer agrees that such Order will be governed by the
terms and conditions of sale("the Terms and Conditions")in effect at the time the Order is submitted. The Terms and Conditions that are current as of July 1.201 1
are set forth below.
1.ORDERS:All Orders submitted by Customer are subject to acceptance by NIKE.The preparation of a purchase order by a sales representative of NIKE,the
submission by Customer of a purchase order to NIKE,or the acknowledgement by NIKE of receipt of a purchase order(Order"confirmation")shall not constitute
NIKE's acceptance of that Order.NIKE may in its sole discretion accept all or any part of an Order or substitute comparable Product for the items that were
ordered.in either case by shippin-Product.NIKE may at any time refuse to ship Product for any reason,even.if NIKE has received payment for the applicable
Order and/or has confirmed thhat 6rder on NIKE.net or otherwise.NIKE will in its sole discretion determine_which of NIKE's products are made available to
Customer for Orders,and determine how to allocate Product among Customer and NIKE's other customers:Accordingly.NIKE reserves the right to discontinue-•
product lines and to make changes in goods offered at any time.Unless Customer complies with Section 5 regarding returns.Customer will be deemed to have
accepted those substitute goods on ilie terms outlined in NIKE's invoice.NIKE may cancel an Order at any time because the Order contains an incorrect price.
requests Product that Customer is not authorized to sell,or for any other reason,even if NIKE has acknowledged or confirmed that Order or has received payment
for that Order.In the latter case.NIKE will,at its election,either refund the payment or credit Customer's account.Customer may not cancel an Order after its
acceptance by NIKE.Any Order that conflicts with or that includes provisions(other than item and quantity)in addition to these Terms and Conditions will have
no force or effect to the extent it is inconsistent or includes additional terms.NIKE will be entitled to accept any Order and to rely on any other written or
telephonic request or notice given by a person that appears to be an employee or agent of Customer. Each Order will be subject to and governed in all respects by
(a)these Terms and Conditions,and(b)if applicable.Customer's credit application and account agreement. Each Order,together with these Terms and Conditions
and,if applicable Customer's credit application and account agreement.may be referred to collectively as the"Agreement
2.PRICES:NIKE may correct typographical or other errors in pricing,may reduce or cancel any discounts previously offered to Customer,and may change its
prices at any time.Each Order wil be invoiced at the prices prevailing at the time that Order is fully recorded into NIKE s central ordering system.Nothing
contained herein shall obligate Customer to resell the Product at any particular price or on any specific terms and conditions notwithstanding suggested retail prices
published by NIKE,if any.
3.TERMS OF SALE:Customer will pay for all Product by the date specified on NIKE's invoice,or if none is specified.within 30 days after the date of that
invoice.Any sum not aid when due is subject to a service charge of 1.5%per month or the maximum rate permitted by law,whichever is lower.The amount
reflected in each NIK�invoice will be deemed to bean account stated unless Customer disputes the amount of that invoice in writing within 30 days after the date
that invoice is due.Customer will pay the undisputed portion of each invoice. NIKE has the right to apply payments it receives from Customer to any of
Customer's invoices and to disregard Customers instructions to apply payment to any specific invoice. In the event Customer is indebted to NIKE or to any NIKE
affiliate.that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit.
4.SHIPPING;RISK OF LOSS;TITLE:NIKE will ship Product FCA,the NIKE Distribution Center or other shipping point.NIKE is not responsible for any
loss resulting from any delay in shipping or failure to ship.
5.RETURNS:Product that was shipped in accordance with the specifications in the Order is not returnable.If Customer wishes to return Products based on a
claim that they are defective or that they are not comparable to the items that were ordered,Customer may submit to NIKE a request for return:provided.however,
that NIKE will not approve of return requests received by NIKE 30 days or more after delivery of those products to Customer.NIKE will not issue any refunds or
apply any credits except for items that were approved by NIKE for return.Customer will ship returns at its own expense and will retain title and risk of loss until
receipt by NIKE at the designated return destination.Restocking fees may apply.Any items that are returned without NIKE's approval will be disposed of by
NIKE unless Customer prepays shipping costs for their return to Customer.
6.CUSTOMER'S COVENANTS:
A.The fi)llorving applies to Customers that are approved to sell product at a physical store location(a "brick and mortar"store).
STORES-Except as expressly permitted in subsection 6.B and/or 6.0 below,or when otherwise approved by NIKE in writing.Customer will not(a)sell Product
under any =name or at any physical store location other than under the store name and at the particular physical store identified in this Credit Application or.in
the case of multiple store locations,at the location to which the Product was shipped(assuming it was an approved location):(b)sell Product other than to retail
consumers physically present at such store location who are purchasing for their personal use and not for resale:or(c)accept orders or sell Product through the
Internet,e-mail or any other electronic channel.except that Customer may advertise Product through those channels to create or enhance consumer awareness of
Product performance features and/or indicate the availability of Product at an authorized store location so long as Customer complies with Section 9 below.
Customer will at all times provide clean,modern and adequate retail outlet(s)necessary for the proper merchandising and selling of Product.
B.The following a lies to Customers that are approved to.sell product on a website.
INTERNET SAL S-If NIKE approves Customer for Internet sales,then Customer is authorized to sell Product to retail consumers via the Internet only from the
website or websites identified in the Credit Application or otherwise approved by NIKE in writing(the"Authorized Website(s)")and to deliver that Product only to
consumers with mailing addresses in the United States,its territories and possessions.
(a) The Authorized Website(s)will not be co-branded with the name or other trademarks of any other person or entity.
(b) The Authorized Website(s)will not link to,or provide data feeds to,any transactional website,or permit any transactional website to link to the
Authorized Website(s). Forpurposes of this Section 613(b),a"transactional website"means a shoppin,portal,online marketplace,or other site which either(i)is
capable of accepting orders trrom consumers,.or(ii)creates the perception that orders are accepted on t ie site,even if the consumers are in fact redirected to other
websites for order placement. The term"transactional website' excludes websites which aggregate images and information about merchandise without conducting
sales transactions.
(c) The Authorized Website(s)will have features and functions that are standard in the industry,including the ability.to:(i)confirm availability or
unavailability of NIKE Product at the time the retail consumer places his or her order,(ii)accept all major credit cards,(iii)ship within standard time frames with a
choice of overnight,second day air and ground delivery,and(iv)allow retail consumers to search the Authorized Website(s)and to navigate to a NIKE"concept"
shop in the form of a Web page featuring all Product that Customer sells on the Authorized Website(s)(except for discounted goods,which must be presented on a
separate discount page).
(d) Customer will at all times provide prompt.effective and courteous customer service by telephone for consumers purchasing Product from the Authorized
Website(s)and for other visitors to that or those Website(s).Customer will not(i)permit any fulfillment house or any other third party to fill consumer orders
placed through the Authorized Website(s);or(ii)(iii)use certain trademarked terms,as designated by NIKE,in metadata;or(iv)purchase certain trademarked
terms,as designated by NIKE,as Internet search terms;or(v)use any NIKE trademark in any domain name or URL address.
C.The bllowing applies to Customers that are approved,for a non-retail account.
If NIKE approves Customer for a non-retail account,Customer will distribute Product at no cost to the teams,players and sports participants,and other groups or
individuals specified by NIKE or will sell at no profit(that is,sell at NIKE's invoice price).
7.GENERAL RESTRICTIONS:Customer will not directly or indirectly:(a)sell,consign or otherwise transfer Product(i)outside the United States(and,if a
"brick and mortar"store,other than at the approved physical store location or locations):or(ii)to another retailer,or to an e-taller,distributor,or broker;or(iii)
under circumstances where it knows or should know,based on the circumstances of the transaction,that the Product is intended for resale or will likely be resold:
or(b)purchase or sell,offer to sell,or distribute(including at no cost),counterfeit NIKE goods;or(c)purchase authentic NIKE goods from any third party;or(d)
purchase any NIKE Product from,or sell or offer to sell Product on behalf of or for the account of,any other third party;or(e)if'11KE sets a launch date for a
particular NIKE Product,sell that product prior to the date and time stated by NIKE:or O collect or use any sensitive personal data about consumers other than in
compliance with industry best practices for security standards,and applicable law.
S.CUSTOMER'S GENERAL REPRESENTATIONS,WARRANTIES AND OBLIGATIONS:
(a)Customer will at all times:(i)use security measures to protect credit card and other personally identifiable information from unauthorized access or use in a
manner consistent with industry best practices and applicable law;(ii)render full,prompt;effective and courteous service before,during and after the retail sale of
Product:(iii)vigorous) encourage the retail sale of Product;(iv)meet or exceed any minimum sales volume established by NIKE from time to time:(v)establish
and maintain,independyently and in con unction with NIKE,advertising and marketing policies and methods that emphasize the quality and performance of the
Product;and(vi)comply with applicable law in connection with performance of its obligations under the Agreement.
(b)Customer represents and warrants,and each time Customer submits an Order.Customer will be deemed to have represented and warranted,that(i)it wishes to
purchase Product solely for business purposes and not for personal,family or household purposes;and(ii)the most recent financial information provided by
Customer is true,accurate and complete as of the dates indicated in that information and that there has been no material adverse change in Customer's business.
prospects or financial condition since those dates.
Page 2 of 5
(c) Customer has received and reviewed Nike's policy regarding Gifts.Gratuities and Other Payments,available from Nike upon request. Customer shall not
take any action that could reasonably be expected to violate the policy or induce a Nike employee to violate the policy. In particular,but without limiting the
preceding sentence.Customer shall not(a)give a cash gift in any amount to a Nike employee.(b)give a non-cash gift worth more than$200 to a Nike employee.
or(c)give a gift of any kind to any relative.fiend.associate or charitable organization favored by a Nike employee if there is any implied expectation of a retum
favor.
9.TRADEMARKS:Customer acknowledges NIKE's sole ownership of and exclusive right,title and interest in and to the name"NIKE,"the name"Jordan."the
NiKE Swoosh logo design,the Jordan"Jumpman"logo,and all other trademarks owned by NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes
that the NIKE Trademarks possess substantial goodwill and agrees that it will not use or display NIKE Trademarks in a manner that would disparage or damage
them.or represent that it has any ownership in.or attempt to license,the NIKE Trademarks.An goodwill associated with Customer's use of the NIKE Trademarks
will be owned exclusively by E.Customer will comply y with NIKE's latest trademark usage guidelines.which NIKE may provide and circulate from time to
time,as well as any other policies governing the use of(i)NIKE logos and other trademarks,and(ii)product and athlete images and other copyrighted materials.
Upon request by NIKE.Customer will submit to NIKE.for its review,any public statements about NIKE or advertising materials bearing NIKE Trademarks,
Product images,athlete images.or Product descriptions.If NIKE does not approve such materials in writing,within five business days,t9e materials shall be
deemed rejected and Customer shall cease any use of the rejected materials.Customer will not use any marl-s confusingly similar to the NiKE Trademarks or use
the NIKE Trademarks in combination with other trademarks.Customer will notify NIKE in writing of any infringement or improper use of the NIKE Trademarks
that comes to its attention. Customer acknowledges and agrees that the NiKE Trademarks and the-NIKE reputation for quality are extremely valuable to NiKE,
and that NIKE does not authorize Customer tosell any damaged or defective NIKE Product. Accordingly.Customer agrees that NIKE Product which may be
damaged or defective.for any reason,shall be,at NIKE's sole election-either returned to NIKE or disposed of according to NIKE's instructions. NiKE and its
agents shall have the right to witness such destruction.
10.LIMITED REMEDY;DISCLAIMER OF IMPLIED WARRANTIES:If any Product is defective.NIKE's sole and exclusive liability to Customer will be,
at NIKE's election,if the defect is material,to either(a)replace that defective Product or(b)refund the amount Customer paid NIKE for that defective Product.AS
BETWEEN CUSTOMER AND NIKE,NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES,EXPRESS AND IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY.FITNESS FOR A PARTICULAR PURPOSE.TiTLE AND NONINFRINGEMENT.
11.LIMITATION ON DAMAGES AND ACTIONS:NIKE WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT,INTERRUPTION OF BUSINESS OR
ANY SPECIAL,CONSEQUENTIAL,INCIDENTAL,INDIRECT.SPECIAL.EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR SUSTAINED BY
CUSTOMER OR ANY OTHER PERSON.ANY ACTION(OTHER THAN FOR FAILURE TO PAY FOR GOODS DELIVERED)MUST BE COMMENCED
WITHIN ONE YEAR FROM THE EARLIER OF THE DATE OF DELIVERY OF THE NIKE PRODUCT OR THE DATE OF THE ORDER GIVING RISE TO
THE CLAIM.IN NO EVENT WILL NIKE'S LIABLITY TO CUSTOMER EXCEED.FOR DEFECTIVE PRODUCT.THE AMOUNT CUSTOMER PAID
NIKE-FOR-THE PRODUCT GIVING RISE TO THE CLAIM.AND FOR ALL OTHER CLAIMS.THE AMOUNT CUSTOMER PAID NiKE WITHIN THE
THREE-MONTH PERIOD PRECEDING THE DATE THE CLAiM AROSE.These limitations will apply regardless of whether the legal theory of liability for
damages arises under contract,tort(including negligence and strict liability),or any other theory.
12.MODIFICATION:NIKE may at any time.in NIKE's sole discretion,modify its Terms and Conditions of sale.Each Order will be governed by the Terms and
Conditions in effect at the time Customer submits that Order.Accordingly.Customer will review the then-current version of the Terms and Conditions(available at
the Nike.net website.in the catalogue,or by request from NiKE)before placing each Order.An Order that has been accepted by NIKE may be modified only by a
written instrument which expresses an intent to amend,identifies the provision to be amended.and is signed by an authorized representative of NIKE.
13.CONFIDENTIALITY.
A. Non-Disclosure. Customer acknowledges that it may have access to information owned or controlled by NiKE or NIKE's Affiliates,disclosure of which would
cause substantial or irreparable harm to N1`KE("Confidential Information.")Confidential Information includes the NIKE's marketing plans,information regarding
future releases of NiKE Product,and any other non-public material disclosed to Customer or to which Customer gains access.Customer shallrotect NIKFf's
Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade
secrets.but in any event no less than reasonable care.Customer shall make Confidential Information available only to those employees of Customer who need to
know the information in connection with Customer's business,and shall not disclose Confidential Information to any third party.
B. Publicinv Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE
or NIKE Products.Customer will not answer questions or give statements about its relationship with NIKE or discuss NIKE Products under circumstances where
Customer knows or has reason to believe that the purpose of the request is to create content for publication in film,television,radio,print or online media,
including blogging!Customer will not hold itself out as a representative of NIKE in any interview or statement,whether or not it is recorded,and whether or not it
is intend-ed for such publication.
C. Idea Submission. If Customer chooses to submit to NIKE or share with NIKE any business plans,product or marketing ideas,or other materials.Customer
agrees that(i)NiKE is not subject to any restrictions in using such materials:Customer hereby grants to NIKE an irrevockle license to use such materials,without
compensation to Customer;and(m)NIKE is under no obligation to use such plans,ideas,or other materials,or to commercially exploit them in any territory.
14.SEVERABILITY\WAIVER\CONSTRUCTION:If a court of competent jurisdiction determines that any provision of the Agreement is invalid or
unenforceable for any reason,that determination will not affect any other provision unless enforcement of the remaining provisions would be grossly inequitable
under the circumstances or would frustrate the primary purpose of the Agreement.A party's delay or failure to enforce or insist on strict compliance with any of the
provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement,and a party's waiver of any right related to the Agreement on one
occasion will not waive any other right,constitute a continuing waiver or waive that right on any other occasion.Customer has had the opportunity to consult with
its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney;therefore,no rule of
construction or interpretation that disfavors NiKE or that favors Customer will apply to its interpretation.
15.ATTORNEYS'FEES\GOVERNING LAWWORUM SELECTION:Customer will pay all costs.collection agency fees,expenses,reasonable attorney fees
(whether incurred prior to,at trial or on appeal)incurred by NIKE in connection with the collection of any past due sums.The Agreement,and all disputes ansing
out of the Agreement or out of the relationship between NIKE and Customer,will be governed by the laws of the state of Oregon. THE UNITED NATIONS
CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer irrevocably consents to the jurisdiction of
the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any
objection that such venue is an inconvenient forum.Customer will not initiate an action against NIKE in any other jurisdiction.NIKE may bring an action in any
forum.
16.FORCE MAJEURE:If it becomes impossible for either Customer or NIKE to perform its obligations under the Agreement as a result of fire,flood,
earthquake.or other natural disaster,that party's performance may be delayed for the duration of the force majeure event,except that nothing in this Section 16 will
excuse Customer from its payment obligations.
17.RESTRICTION ON ASSIGNMENT:Customer will not assign any right conferred herein by NIKE without the prior written consent of an authorized NIKE
representative.A change of control of Customer by stock sale or gift,merger,operation of law,by_contract.or otherwise,will be deemed an assignment for
ppurposes of this Section.Any attempted assignment or delegation by Customer will be void. NIKE may grant,withhold or condition its consent to assignment in
NiKE's sole discretion.If NIKE authorizes an assignment or delegation,that authorization will not release Customer from any of its obligations under the
Agreement unless(a)the authorization expressly releases Customer;(b)the assignee or delegate agrees in writing to be bound by the Agreement;and(c)any
agreement between Customer and the assignee or delegate states that NIKE has the right to enforce Customer's rights against the assignee or delegate.
18.SET-OFF:In the event Customer is indebted to NIKE or to any NIKE affiliate,that debt may be offset against credits otherwise owing to Customer to reduce
or eliminate the credit.
19.RELATIONSHIP:The relationship of NiKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be
construed to create a partnership,joint venture or any other relationship.
20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and
supersedes prior and contemporaneous oral and written agreements,commitments and understandings concerning that subject matter.
Page 3 of 5
N 1 KE G O LF 6/ Customer Number: 272920 Invoice Number: 958279421
('+ Nike Order Number: 875332110 Invoice Date: 03/10/2014
INVOICE Nike Delivery Number: 320584950 Terms: Net 60
Customer PO No: SP14 Terms begin as of: 03/10/2014
Ordered by: Due Date: 05/09/2014
DUNS#:05-095-7364 Ordered on: 11/01/2013 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total
Product Code Ordered Shipped Unit Price Price
**Subtotals 3 3 112.50 95.61 95.61
585910-032 SUN BUCKET M/L EA 3 3 15.00 12.75 38.25
L/XL EA 3 3 15.00 12.75 38.25
**Subtotals 6 6 90.00 76.50 76.50
585910-100 SUN BUCKET S/M EA 3 3 15.00 12.75 38.25
M/L EA 3 3 15.00 12.75 38.25
-Subtotals 6 6 90.00 76.50 76.50
58591 1-01 0 CONTRAST STITCH CA MISC EA 3 3 11.00 9.35 28.05
**Subtotals 3 3 33.00 28.05 28.05
585911-021 CONTRAST STITCH CA MISC EA 3 3 11.00 9.35 28.05
**Subtotals 3 3 33.00 28.05 28.05
585911-046 CONTRAST STITCH CA MISC EA 3 3 11.00 9.35 28.05
**Subtotals 3 3 33.00 28.05 28.05
585911-100 CONTRAST STITCH CA MISC EA 3 3 11.00 9.35 28.05
**Subtotals 3 3 33.00 28.05 28.05
585911-496 CONTRAST STITCH CA MISC EA 3 3 11.00 9.35 28.05
**Subtotals 3 3 33.00 28.05 28.05
585911-619 CONTRAST STITCH CA MISC EA 3 3 11.00 9.35 28.05
**Subtotals 3 3 33.00 28.05 28.05
638291-010 TOUR FLEX-FIT CAP M/L EA 3 3 15.00 12.75 38.25
**Subtotals 3 3 45.00 38.25 38.25
638291-011 TOUR FLEX-FIT CAP M/L EA 3 3 15.00 12.75 38.25
**Subtotals 3 3 45.00 38.25 38.25
638291-021 TOUR FLEX-FIT CAP M/L EA 3 3 15.00 12.75 38.25
**Subtotals 3 3 45.00 38.25 38.25
638291-100 TOUR FLEX-FIT CAP M/L EA 3 3 15.00 12.75 38.25
**Subtotals 3 3 45.00 38.25 38.25
638291-496 TOUR FLEX-FIT CAP M/L EA 3 3 15.00 12.75 38.25
**Subtotals 3 3 45.00 38.25 38.25
638291-680 TOUR FLEX-FIT CAP M/L EA 3 3 15.00 12.75 38.25
**Subtotals 3 3 45.00 38.25 38.25
638294-010 TW TOUR MESH CAP n M/L EA 3 3 15.00 12.75 38.25
**Subtotals 3 3 45.00 38.25 38.25
638294-100 TW TOUR MESH CAP n M/L EA 3 3 15.00 12.75 38.25
**Subtotals 3 3 45.00 38.25 38.25
Page 4 of 5
. . RAKE GOLF 4/ Customer Number: 272920 Invoice Number: 958279421
Nike Order Number: 875332110 Invoice Date: 03/10/2014
INVOICE Nike Delivery Number: 320584950 Terms: Net 60
Customer PO No: SP14 Terms begin as of: 03/10/2014
Ordered by: Due Date: 05/09/201.4
DUNS#:05-095-7364 Ordered on: 11/01/2013 Currency: ust)
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
Shipped From: Nike Golf: Memphis
Date Shipped: 03/10/2014
Order Type: Futures Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 16.600;5.310;3.020;
6.830;4.540;
Bill of Lading Number:
_ Pro number:
Tracking Number: 217508282561168;217508282575646;217508282567979;
217508282567092;217508282565104;
Packing list Number: 16362230
Number of Cartons: 5
Special Label Instructions:
Ship-to ID:272920
Store ID :272920
Wholesale Amount Sales Net of Discount Freight Total
1,521.00 1,292.76 21.70 1,314.46
Page 5 of 5
NIKEGOLF Customer Number: 272920 Invoice Number: 958279420
�1
Nike Order Number: 874803059 Invoice Date: 03/10/2014
INVOICE Nike Delivery Number: 320451693 Terms: Net 60
Customer PO No: SP14 Terms begin as of: 03/10/2014
Ordered by: Due Date: 05/09/2014
DUNS#:05-095-7364 Ordered on: 11/01/2013 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
MAIL TO DELIVER GOODS TO
CITY OF CARMEL CITY OF CARMEL
BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY
12120 BROOKSHIRE PKWY 272920
CARMEL IN 46033-3314 BROOKSHIRE GOLF CLUB
CARMEL IN 46033-3314
Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total
Product Code Ordered Shipped Unit Price Price
509169-021 TECH CORE COLOR BL M EA 1 1 27.50 26.12 26.12
L EA 1 1 27.50 26.12 26.12
XL EA 1 1 27.50 26.12 26.12
"Subtotals 3 3 82.50 78.36 78.36
509169-419 TECH CORE COLOR BL M EA 1 1 27.50 26.12 26.12
L EA 1 1 27.50 26.12 26.12
XL EA 1 1 27.50 26.12 26.12
'"Subtotals 3 3 82.50 78.36 78.36
509169-624 TECH CORE COLOR BL L EA 1 1 27.50 26.12 26.12
XL EA 1 1 27.50 26.12 26.12
2XL EA 1 1 27.50 26.12 26.12
"Subtotals 3 3 82.50 78.36 78.36
585748-101 NIKE VICTORY STRIP M EA 1 1 27.50 26.12 26.12
L EA 1 1 27.50 26.12 26.12
XL EA 1 1 27.50 26.12 26.12
"Subtotals 3 3 82.50 78.36 78.36
585748-419 NIKE VICTORY STRIP L EA 1 1 27.50 26.12 26.12
XL EA 1 1 27.50 26.12 26.12
2XL EA 1 1 27.50 26.12 26.12
"Subtotals 3 3 82.50 78.36 78.36
All Nike USA,Inc.products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by
Nike. A service charge of 1 '/z% per month will be charge&on all past due invoices. Anticipation discounts are not allowed. No returns without prior
authorization from Nike. Shortage claims must be made within 30 days of receipt. All collection fees and costs must be paid by purchaser. Detailed terms and
conditions on reverse side of page 1.
Please remit to: NIKE USA,Inc.
PO Box 847648
Dallas 75284-7648 US
Page 1 of 4
NIKE USA,Inc.
TERMS AND CONDITIONS OF SALE
NIKE USA.Inc.("NIKE")offers certain goods bearing NiKE Trademarks(asdefined below)("Product")for sale to retailers that have been authorized by NIKE to
make purchases of such Product("'Customers.") By submitting an order to NIKE(each,an"Order").Customer agrees that such Order will be governed by the
terms and conditions of sale("the Terms and Conditions")in affect at the time the Order is submitted. The Terms and Conditions that are current as of July 1.2011
are set forth below.
1.ORDERS:All Orders submitted by Customer are subject to acceptance by NIKE.The preparation of a purchase order by a sales representative of NIKE,the
submission by Customer of a purchase order to NiKE.or the acknowledgement by NiKE of receipt of a purchase order(Order"confirmation")shall not constitute.
NIKE's acceptance of that Order.NIKE may in its sole discretion accept all or any-part of an Order or substitute comparable Product for the items that were
ordered,in either case by shippine Product.NIKE may at any time refuse to ship Product for any reason,even if NiKE has received payment for the applicable..
Order and/or has confirmed that Order on NIKE.net or otherwise.NiKE will in its sole discretion determine which of NIKE'S products are made available to
Customer for Orders,and determine how to allocate Product among Customer and NIKE's other customers.Accordingly.NIKE reserves the right to discontinue
product lines and to make changes in goods offered at any time.Unless Customer complies with Section 5 regarding returns.Customer will be deemed to have
accepted those substitute goods on the terms outlined in NIKE's invoice.NIKE may cancel an Order at any time because the Order contains an incorrect price.
requests Product that Customer is not authorized to sell,or for any other reason,even if NIKE has acknowledged or confirmed that Order or has received payment
for that Order.In the latter case.NIKE will,at its election,either refund the payment or credit Customer's account.Customer may not cancel an Order after its
acceptance by NIKE.Any Order that conflicts with or that includes provisions(other than item and quantity)in addition to these-Terms and Conditions will have
no force or effect to the extent it is inconsistent or includes additional terms.NiKE will be entitled to accept any Order and to rely on any other written or
telephonic request or notice given by a person that appears to be an employee or agent of Customer. Each Order will be subject to and governed in all respects by
(a)these Terms and Conditions.and(b)if applicable.Customers credo application and account agreement. Each Order,together with these Terms and Conditions
and,if applicable Customer's credit application and account agreement,may be referred to collectively as the"Agreement".
2.PRICES:NiKE may correct typographical or other errors in pricing.may reduce or cancel any discounts previouslyy offered to Customer.and may change its
prices at any time.Each Order will be invoiced at the prices prevailing at the time that Order is fully recorded into NIKE's central ordering system.Nothing
contained herein shall obligate Customer to resell the Product at any particular price or on any specific terms and conditions notwithstanding suggested retail prices
published by NIKE.if any.
3.TERMS OF SALE:Customer will pay for all Product by the date specified on NIKE's invoice,or if none is specified,within 30 days after the date of that
invoice.Any sum not paid when due is subject to a service charge of 1.5%per month or the maximum rate permitted by law,whichever is lower.The amount
reflected in each NiKE invoice will be deemed to be an account stated unless Customer disputes the amount of that invoice in writing within 30 days after the date
that invoice is due.Customer will pay the undisputed portion of each invoice. NiKE has the fight to apply payments it receives from Customer to any of
Customer's invoices and to disregard Customer s instructions to apply payment to any specific invoice. In the event Customer is indebted to NIKE or to any NIKE
affiliate,that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit.
4.SHIPPING;RISK OF LOSS;TITLE:NIKE will ship Product FCA,the NIKE Distribution Center or other shipping point.NIKE is not responsible for any
loss resulting from any delay in shipping or failure to ship.
5.RETURNS:Product that was shipped in accordance with the specifications in the Order is not returnable.If Customer wishes to return Products based on a
claim that they are defective or that they are not comparable to the items that were ordered,Customer may submit to NIKE a request for return:provided,however,
that NiKE will not approve of return requests received by NiKE 30 days or more after delivery of those Products to Customer.NIKE will not issue any refunds or
apply any credits except for items that were approved by NIKE for retum.Customer will ship returns at its own expense and will retain title and risk of loss until
receipt by NIKE at the designated return destination.Restocking fees may apply.Any items that are returned without NIKE's approval will be disposed of by
NiKE unless Customer prepays shipping costs for their return to Customer.
6.CUSTOMER'S COVENANTS:
A.The following applies to Customers that are approved to sell Product at a physical store location(a "brick and mortar"store).
STORES-Except as expressly permitted in subsection 6.13 and/or 6.0 below,or when otherwise approved by NiKE in writing.Customer will not(a)sell Product
under any store name or at any physical store location other than under the store name and at the particular physical store identified in this Credit Application or,in
the case of multiple store locations,at the location to which the Product was shipped(assuming it was an approved location);(b)sell Product other than to retail
consumers physically present at such store location who are purchasing for their personal use and not for resale;or(c)accept orders or sell Product through the
Internet,e-mail or any other electronic channel,except that Customer may advertise Product through those channels to create or enhance consumer awareness of
Product performance features and/or indicate the availability of Product at an authorized store location so long as Customer complies with Section 9 below.
Customer will at all times provide clean,modern and adequate retail outlet(s)necessary for the proper merchandising and selling of Product.
B.The irlloiin„a� lies to Customers that are approved to sell Product on a website.
INTE ET SALES-If NIKE approves Customer for Internet sales,then Customer is authorized to sell Product to retail consumers via the Internet only from the
website or websites identified in the Credit Application or otherwise approved by NiKE in writing(the"Authorized Website(s)")and to deliver that Product only to
consumers with mailing addresses in the United States,its territories and possessions.
(a) The Authorized Website(s)will not be co-branded with the name or other trademarks of any other person or entity.
(b) The Authorized Website(s)will not link to,or provide data feeds to,any transactional website,or permit any transactional website to link to the
Authorized Website(s). For urposes of this Section 6B(b),a"transactional website"means a shopping portal,online marketplace,or other site which either(i)is
capable of acceptin,orders(prom consumers,or(ii)creates the perception that orders are accepted on the site,even if the consumers are in fact redirected to other
websites for order Xcement. The term"transactional website' excludes websites which aggregate images and information about merchandise without conducting
sales transactions.
(c) The Authorized Website(s)will have features and functions that are standard in the industry,including the ability.to:(i)confirm availability or
unavailability of NIKE Product at the time the retail consumer places his or her order,(ii)accept all major credit cards,(iii)ship within standard time frames with a
choice of overnight,second day air and ground delivery,and(iv)allow retail consumers to search the Authorized Website(s)and to navigate to a NIKE"concept"
m
shop in the forof a Web page featuring all Product tfiat Customer sells on the Authorized Website(s)(except for discounted goods,which must be presented on a
separate discount page).
(d) Customer wi11 at all times provideprompt,effective and courteous customer service by telephone for consumers purchasing Product from the Authorized
Website(s)and for other visitors to that or those ebsite(s).Customer will not(i)permit any fulfillment house or any other third party to fill consumer orders
placed through the Authorized Website(s);or(ii)(iii)use certain trademarked terms,as designated by NIKE,in metadata;or(iv)purchase certain trademarked
terms,as designated by NIKE,as Internet search terns;or(v)use any NIKE trademark in any domain name or URL address.
C.Thefollowing a�� lies to Customers that are approved for a non-retail account.
If NIKE approves Customer for a non-retail account.Customer will distribute Product at no cost to the teams,players and sports participants,and other groups or
individuals specified by NiKE or will sell at no profit(that is,sell at NIKE's invoice price).
7.GENERAL RESTRICTIONS:Customer will not directly or indirectly:(a)sell,consign or otherwise transfer Product(i)outside the United States(and,if a
"brick and mortar"store,other than at the aproved physical store location or locations);or(ii)to another retailer,or to an e-tailer,distributor,or broker;or(in)
under circumstances where it knows or shoud know.based on the circumstances of the transaction,that the Product is intended for resale or will likely be resold:
or(b)purchase or sell,offer to sell,or distribute(including at no cost).counterfeit NIKE goods;or(c)purchase authentic NIKE goods from any third party;or(d)
purchase any NIKE Product from,or sell or offer to sell Product on behalf of or for the account of,any other third party;or(e)it`NIKE sets a launch date for a
particular NIKE Product,sell that product prior to the date and time stated by NIKE:or(t) collect or use any sensitive personal data about consumers other than in
_ compliance with industry best practices for secufity standards,and applicable law.
8.CUSTOMER'S GENERAL REPRESENTATIONS,WARRANTIES AND OBLIGATIONS:
(a)Customer will at all times:(i)use security measures to protect credit card and other personally identifiable information from unauthorized access or use in a
manner consistent with industry best practices and applicable law:(ii)render full,prompt.effective and courteous service before,during and after the retail sale of
Product;(iii)vigorousI encourage the retail sale of Product;(iv)meet or exceed any minimum sales volume established by NIKE from time to time;(v)establish
and maintain,independently and in on unction with NIKE,advertising and marketing policies and methods that emphasize the quality and performance of the
Product;and(vi)comply with apphcab)'e law in connection with performance Of its obligations under the Agreement.
('b)Customer represents and warrants,and each time Customer submits an Order,Customer will be deemed to have represented and warranted,that(i)it wishes to
purchase Product solely for business purposes and not for personal,family or household purposes;and(ii)the most recent financial information provided by
Customer is true,accurate and complete as of the dates indicated in that information and that there has been no material adverse change in Customer's business.
prospects or financial condition since those dates.
Page 2 of 4
(c) Customer has received and reviewed Nike's policy regarding Gifts.Gratuities and Other Payments,available from Nike upon request. Customer shall not
take any action that could reasonably be expected to violate the policy or induce a Nike employee to violate the policy. In pparticular,but without limiting the
preceding sentence,Customer shall not(a)give a cash gift in any amount to a Nike employee.(b)give a non-cash gift worth more than$200 to a Nike employee,
or(c)give a gift of any kind to any relative,friend,associate or charitable organization favored by a Nike employee if there is any implied expectation of a return
favor.
9.TRADEMARKS:Customer acknowledges NIKE's sole ownership of and exclusive right,title and interest in and to the name"NIKE."the name"Jordan,"the
NIKE Swoosh logo design,the Jordan"Jurnpman"logo.and all other trademarks owned by NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes
that the NIKE TraderriAs possess substantial goodwill and agrees that it will not use or display NIKE Trademarks in a manner that would disparage or damage
them.or represent that it has any ownership in,or attempt to license,the NIKE Trademarks.All goodwill associated with Customer's use of the NIKE Trademarks
will be owned exclusively byIvfIKE.Customer will comply with NIKE's latest trademark usage guidelines,which NIKE may provide and circulate from time to
time,as well as any other policies governing the use of(r)NIKE logos and other trademarks,and-(ii)product and athlete images and other copyrighted materials.
Upon request by NIKE.Customer will submit to NIKE.for its review,any public statements about NIKE or advertising materials bearing NIKE Trademarks,
Product images,athlete images.or Product descriptions.If NIKE does not approve such materials in writing,within five business days,trig materials shall be
deemed rejected and Customan
er shall cease any use of the rejected materials.Customer will not use y marKs confusingly similar to the NIKE Trademarks or use
the NIKE Trademarks in combination with other trademarks.Customer will notify NIKE in writing of any infringement or improper use of the NIKE Trademarks
that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and theT11KE reputation for quality are extremely valuable to NIKE,
and that NIKE does not authorize Customer to sell any damaged or defective NIKE Product. Accordingly.Customer agrees that NIKE Product which may be
damaged or defective,for any reason,shall be,at NIKE's sole election,either returned to NIKE or disposed of according to NIKE's instructions. NIKE and its
agents shall have the right to witness such destruction.
10.LIMITED REMEDY;DISCLAIMER OF IMPLIED WARRANTIES:If any Product is defective.NIKE's sole and exclusive liability to Customer will be.
at NIKE's election.if the defect is material,to either(a)replace that defective Product or(b)refund the amount Customer paid NIKE for that defective Product.AS
BETWEEN CUSTOMER AND NIKE,NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES.EXPRESS AND IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY.FITNESS FOR A PARTICULAR PURPOSE,TITLE AND NONINFRINGEMENT.
11.LIMITATION ON DAMAGES AND ACTIONS:NIKE WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT.INTERRUPTION OF BUSINESS OR
ANY SPECIAL,CONSEQUENTIAL,INCIDENTAL,INDIRECT.SPECIAL,EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR SUSTAINED BY
CUSTOMER�OR ANY OTHER PERSON.ANY ACTION(OTHER THAN FOR FAILURE TO PAY FOR GOODS DELIVERED)MUST BE COMMENCED
WITHIN ONE YEAR FROM THE EARLIER OF THE DATE OF DELIVERY OF THE NIKE PRODUCT OR THE DATE OF THE ORDER GIVING RISE TO
THE-CLAIM-IN-NO-EVENT-WILL-NIKE'S LIABLITY TO CUSTOMER EXCEED:FOR DEFECTIVE PRODUCT.THE AMOI_JN-T-CUSTOMER-PAID_ _
NIKE FOR THE PRODUCT GIVING RISE TO THE CLAIM.AND FOR ALL OTHER CLAIMS.THE AMOUNT CUSTOMER PAID NIKE WITHIN THE
THREE-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.These limitations will apply regardless of whether the legal theory of liability for
damages arises under contract,tort(including negligence and strict liability),or any other theory.
12.MODIFICATION:NIKE may at any time,in NIKE's sole discretion.modify its Terms and Conditions of sale.Each Order will be governed by the Terms and
Conditions in effect at the time Customer submits that Order.Accordingly.Customer will review the then-current version of the Terms and Conditions(available at
the Nike.net website,in the catalogue,or by request from NIKE)before placing each Order.An Order that has been accepted by NIKE may be modified only by a
written instrument which expresses an intent to amend.identifies the provision to be amended,and is signed by an authorized representative of NIKE.
13.CONFIDENTIALITY.
A. Non-Disclosure. Customer acknowledges that it may have access to information owned or controlled by NIKE or NIKE's Affiliates,disclosure of which would
cause substantial or irreparable harm to NIKE("Confidential Information.')Confidential Information includes the NIKE's marketing plans,information regarding
future releases of NIKE Product,and any other non-public material disclosed to Customer or to which Customer gains access.Customer shallprotect NIKE's
Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade
secrets,but in any event no less than reasonable care.Customer shall make Confidential Information available only to those employees of Customer who need to
know the information in connection with Customer's business,and shall not disclose Confidential Information to any third party.
B. Publicity Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE
or NIKE Products.Customer will not answer questions or give statements about its relationship with NIKE or discuss NIKE Products under circumstances where
Customer knows or has reason to believe that the purpose of the request is to create content for publication in film,television,radio,print or online media,
including blogging.Customer will not hold itself out as a representative of NIKE in any interview or statement,whether or not it is recorded,and whether or not it
is intended for such publication.
C. Idea Submission. If Customer chooses to submit to NIKE or share with NIKE any business plans,product or marketing ideas.or other materials.Customer
agrees that(i)NIKE is not subject to any restrictions in using such materials;Customer hereby grants to NIKE an irrevocable license to use such materials,without
compensation to Customer;and(ii)NIKE
E is under no obligation to use such plans,ideas,or other materials.or to commercially exploit them in any territory.
14.SEVERABILITY\WAIVER\CONSTRUCTION:If a court of competent jurisdiction determines that any provision of the Agreement is invalid or
unenforceable for any reason,that determination will not affect any other provision unless enforcement of the remaining provisions would be grossly inequitable
under the circumstances or would frustrate the primary purpose of the Agreement.A party's delay or failure to enforce or insist on strict compliance with any of the
provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement,and a party's waiver of any right related to the Agreement on one
occasion will not waive any other right,constitute a continuing waiver or waive that right on any other occasion.Customer has had the opportunity to consult with
its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney;therefore,no rule of
construction or interpretation that disfavors NIKE or that favors Customer will apply to its interpretation.
15.ATTORNEYS'FEES\GOVERNING LAWWORUM SELECTION:Customer willay all costs,collection agency fees,expenses,reasonable attorney fees
(whether incurred prior to,at trial or on appeal)incurred by NIKE in connection with the collection of any past due sums.The Agreement,and all disputes arising
out of the Agreement or out of the relationship between NIKE and Customer,will be governed by the laws of the state of Oregon. THE UNITED NATIONS
CONVENTf6N ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer irrevocably consents to the jurisdiction of
the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any
objection that such venue is an inconvenient forum.Customer will not initiate an action against NIKE in any other jurisdiction.DIKE may bring an action in any
forum.
16.FORCE MAJEURE:If it becomes impossible for either Customer or NIKE to perform its obligations under the Agreement as a result of fire,flood,
earthquake,or other natural disaster,that party's performance may be delayed for the duration of the force majeure event,except that nothing in this Section 16 will
excuse Customer from its payment obligations.
17.RESTRICTION ON ASSIGNMENT:Customer will not assign any right conferred herein by NIKE without the prior written consent of an authorized NIKE
representative.A change of control of Customer by stock sale or gift,merger,operation of law,by contract,or otherwise.will be deemed an assignment for
ppurrpposes of this Section.Any attempted assignment or delegation by Customer will be void. NIKE may grant,withhold or condition its consent to assignment in
NIKE's sole discretion.If NIKE authorizes an assignment or delegation,that authorization will not release Customer from any of its obligations under the
Agreement unless(a)the authorization expressly releases Customer,(b)the assignee or delegate agrees in writing to be bound by the Agreement;and(c)any
agreement between Customer and the assignee or delegate states that NIKE has the right to enforce Customer's rights against the assignee or delegate.
18.SET-OFF:In the event Customer is indebted to NIKE or to any NIKE affiliate,that debt may be offset against credits otherwise owing to Customer to reduce
or eliminate the credit.
19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be
construed to create a partnership,joint venture or any other relationship.
20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and
supersedes prior and contemporaneous oral and written agreements,commitments and understandings concerning that subject matter.
Page 3 of 4
. . N I KE G O LF Customer Number: 272920 Invoice Number: 958279420
Nike Order Number: 874803059 Invoice Date: 03/10/2014
INVOICE Nike Delivery Number: 320451693 Terms: Net 60
Customer PO No: SP14 Terms begin as of: 03/10/2014
Ordered by: Due Date: 05/09/2014
DUNS#:05-095-7364 Ordered on: 11/01/2013 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number: -tl
Shipped From: Nike Golf: Memphis
Date Shipped: 03/10/2014
Order Type: Futures Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 8.400;
Bill of Lading Number:
Pro number:
Tracking Number: 217508282541771;
Packing list Number: 16361848
Number of Cartons: 1
Special Label Instructions:
Ship-to ID:272920
Store ID:272920
Wholesale Amount Sales Net of Discount Freight Total
412.50 391.80 4.34 396.14
Page 4 of 4
NIKEGOLF Customer Number: 272920 Invoice Number: 958216698
`0 Nike Order Number: 875332109 Invoice Date: 03/07/2014
IN
`� Y OIvr E Nike Delivery Number: 320886720 Terms: Net 60
Customer PO No: SP14 Terms begin as of: 03/07/2014
Ordered by: Due Date: 05/06/2014
DUNS#:05-095-7364 Ordered on: 11/01/2013 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
MAIL TO DELIVER GOODS TO
CITY OF CARMEL CITY OF CARMEL
BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY
12120 BROOKSHIRE PKWY 272920
CARMEL IN 46033-3314 BROOKSHIRE GOLF CLUB
CARMEL IN 46033-3314
Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total
Product Code Ordered Shipped Unit Price Price
482196-010 1/2-ZIP THERMA-FIT L EA 1 1 32.50 29.12 29.12
XL EA 1 1 32.50 29.12 29.12
2XL EA 1 1 32.50 29.12 29.12
"Subtotals 3 3 97.50 87.36 87.36
482196-021 1/2-ZIP THERMA-FIT M EA 1 1 32.50 29.12 29.12
L EA 1 1 32.50 29.12 29.12
XL EA 1 1 32.50 29.12 29.12
"Subtotals 3 3 97.50 87.36 87.36
482196-100 1/2-ZIP THERMA-FIT M EA 1 1 32.50 29.12 29.12
L EA 1 1 32.50 29.12 29.12
XL EA 1 1 32.50 29.12 29.12
"Subtotals 3 3 97.50 87.36 87.36
482196-419 1/2-ZIP THERMA-FIT L EA 1 1 32.50 29.12 29.12
XL EA 1 1 32.50 29.12 29.12
2XL EA 1 1 32.50 29.12 29.12
"Subtotals 3 3 97.50 87.36 87.36
VAS Customer Charges included in Net Unit Price
Shipped From: Nike Golf: Memphis
Date Shipped: 03/07/2014
Order Type: Futures Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 14.420;
Bill of Lading Number:
Pro number:
Tracking Number: 217508282611337;
Packing list Number: 16386831
Number of Cartons: 1
Special Label Instructions:
Ship-to ID:272920
Store ID:272920
Wholesale Amount Sales Net of Discount Freight Total
390.00 349.44 11.05 360.49
All Nike U_SA,Inc.products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by
Nike. A service carge of 1 1/z%'per month will be charged on all past due invoices. Amicipation discounts are not allowed. No returns without,prior
authorization from Nike. Shortage claims must be made within 30 days of receipt. All collection fees and costs must be paid by purchaser. Detailed terms and
conditions on reverse side of page 1.
Please remit to: NIKE USA,Inc.
PO Box 847648
Dallas 75284-7648 US
Page 1 of 3
NIKE USA,Inc.
TERMS AND CONDITIONS OF SALE
NIKE USA,Inc.("NIKE")offers certain goods bearing NIKE Trademarks(asdefined below)("Product")for sale to retailers that have been authorized by NIKE to
make purchases of such Product("Customers.") By su�imtting an order to NIKE(each,an"Order"),Customer agrees that such Order will be governed by the
terms and conditions of sale("the Terms and Conditions")in eTfect at the time the Order is submitted. The Terms and Conditions that are current as of July I,2011
are set forth below.
1,ORDERS:All Orders submitted by Customer are subject to acceptance by NIKE.The preparation of a purchase order by a sales representative of NIKE,the
submission by Customer of a purchase order to NIKE,or the acknowledgement by NIKE of receipt of a purchase order(Order"confirmation')shall not constitute
NIKE's acceptance of that Order.NIKE may in its sole discretion accept all or any part of an Order or substitute comparable Product for the items•that were
ordered,in either case by shipping Product.NIKE may at any time refuse to ship Product for any reason.even if NIKE has received payment for the applicable
Order and/or has confirmed that larder on NIKE.net or otherwise.NIKE will in its sole discretion determine which of NIKE's products are made available to
Customer for Orders,and determine how to allocate Product among Customerand NIKE's other customers.Accordingly,NIKE reserves the right to discontinue
product lines and to make changes in goods offered at any time.Unless Customer complies with Section 5 regarding returns.Customer will be deemed to have
accepted those substitute goods on the terms outlined in NIKE's invoice.NIKE may cancel an Order at any time because the Order contains an incorrect price.
requests Product that Customer is not authorized to sell,or for any other reason,even if NIKE has acknowledged or confirmed that Order or has received payment
for that Order.In the latter case.NIKE will,at its election,either refund the payment or credit Customer's account.Customer may not cancel an Order after its
acceptance by NIKE.Any Order that conflicts with or that includes provisions(other than item and quantity)in addition to these Terms and Conditions will have
no force or effect to the extent it is inconsistent or includes additional terms.NIKE will be entitled to accept any Order and to rely on any other written or
telephonic request or notice given by a person that appears to be an employee or agent of Customer. Each Order will be subject to and governed in all respects by
(a)these Terms and Conditions.and(b)if applicable.Customer's credit application and account agreement. Each Order,together with these Terms and Conditions
and,if applicable Customer's credit application and account agreement,may be referred to collectively as the"Agreement
2.PRICES:NIKE may correct typographical or other errors in pricing.may reduce or cancel any discounts previously offered to Customer,and may change its
prices at any time.Each Order will be invoiced at the prices prevailing at the time that Order is fully recorded into NIKE's central ordering system.Nothing
contained herein shall obligate Customer to resell the Product at any particular price or on any specific terms and conditions notwithstanding suggested retail prices
published by NIKE,if any.
3.TERMS OF SALE:Customer will pay for all Product by the date specified on NIKE's invoice,or if none is specified,within 30 days after the date of that
invoice.Any sum not paid when due is subject to a service charge of 1.5%per month or the maximum rate permitted by law,whichever is lower.The amount
reflected in each NIKE invoice will be deemed to be an account stated unless Customer disputes the amount of that invoice in writing within 30 days after the date
that invoice is due.Customer will pay the undisputed portion of each invoice. NIKE has the right to apply payments it receives from Customer to any of
Customer's invoices and to disregard Customer s instructions to apply payment to any specific invoice. In the event Customer is indebted to NIKE or to any NIKE
affiliate,that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit.
4.SHIPPING;RISK OF LOSS;TITLE:NIKE will ship Product FCA.the NIKE Distribution Center or other shipping point.NIKE is not responsible for any
loss resulting from any delay in shipping or failure to ship.
5.RETURNS:Product that was shipped in accordance with the specifications in the Order is not returnable.If Customer wishes to return Products based on a
claim that they are defective or that they are not comparable to the items that were ordered.Customer may submit tNIKE a request for return:provided,however,
o
that NIKE will not approve of return requests received by NIKE 30 days or more after delivery of those Products to Customer.NIKE will not issue any refunds or
apply any credits except for items that were approved by NIKE for return.Customer will ship returns at its own expense and will retain title and risk of loss until
receipt by NIKE at the designated return destination.Restocking fees may apply.Any items that are returned without NIKE's approval will be disposed of by
NIKE unless Customer prepays shipping costs for their return to Customer.
6.CUSTOMER'S COVENANTS:
A.The following applies to Customers that are approved to sell Product at a physical store location(a "brick and mortar"store).
STORES-Except as expresslypermitted in subsection 6.B and/or 6.0 below,or when otherwise approved by NIKE in writing.Customer will not(a)sell Product
under any store name or at any physical store location other than under the store name and at the particular.physical store identified in this Credit Application or,in
the case of multiple store locations,at the location to which the Product was shipped(assuming it was an approved location);(b)sell Product other than to retail
consumers physically present at such store location who are Purchasing for their personal use and not for resale;or(c)accept orders or sell Product through the
Internet,e- or any other electronic channel,except that Customer may advertise Product through those channels to create or enhance consumer awareness of
Product performance features and/or indicate the availability of Product at an authorized store location so long as Customer complies with Section 9 below.
Customer will at all times provide clean,modern and adequate retail outlet(s)necessary for the proper merchandising and selling of Product.
B.The ollou=in>a lies to Customers that are approved to sell Product on a website.
INTE of iu ar -If NIKE approves Customer for Internet sales,then Customer is authorized to sell Product to retail consumers via the Internet only from the
website or websites identified in the Credit Application or otherwise approved by NIKE in writing(the"Authorized Website(s)")and to deliver that Product only to
consumers with mailing addresses in the United States,its territories and possessions.
(a) The Authorized Website(s)will not be co-branded with the name or other trademarks of any other person or entity.
(b) The Authorized Website(s)will not link to,or provide data feeds to,any transactional website,or permit any transactional website to link to the
Authorized Website(s). For ppurposes of this Section 6B(b),a"transactional website"means a shopping portal,online marketplace,or other site which either(i)is
capable of accepting orders from consumers,or(ii)creates the perception that orders are accepted on the site,even if the consumers are in fact redirected to other
websites for order placement. The term"transactional website' excludes websites which aggregate images and information about merchandise without conducting
sales transactions.
(c) The Authorized Website(s)will have features and functions that are standard in the industry,including the ability to:(i)confirm availability or
unavailability of NIKE Product at the time the retail consumer places his or her order.(ii)accept all major credit cards,(iii)ship within standard time frames with a
choice of overnight,second day air and ground delivery,and(iv)allow retail consumers to search the Authorized Website(s)and to navigate to a NIKE"concept"
shop in the form of a Web page featuring all Product that Customer sells on the Authorized Website(s)(except for discounted goods,which must be presented on a
separate discount page).
(d) Customer will at all times provide prompt.effective and courteous customer service by telephone for consumers purchasing Product from the Authorized
Website(s)and for other visitors to that or those Website(s).Customer will not(i)permit any fulfillment house or any other third party to fill consumer orders
placed through the Authorized Website(s);or(ii)(iii)use certain trademarked terms,as designated by NIKE,in metadata;or(iv)purchase certain trademarked
terms,as designated by NIKE,as Internet search terms;or(v)use any NIKE trademark in any domain name or URL address.
C.Thefollowing applies to Customers that are approved for a non-retail account.
If NIKE approves Customer for a non-retail account.Customer will distribute Product at no cost to the teams,players and sports participants,and other groups or
individuals specified by NIKE or will sell at no profit(that is,sell at NIKE's invoice price).
7.GENERAL RESTRICTIONS:Customer will not directly or indirectly:(a)sell,consign or otherwise transfer Product(i)outside the United States(and,if a
"brick and mortar"store,other than at the approved physical store location or locations);or(ii)to another retailer,or to an e-tailer,distributor,or broker;or(iii)
under circumstances where it knows or should know,based on the circumstances of the transaction,that the Product is intended for resale or will likely be resold;
or(b)purchase or sell,offer to sell,or distribute(including at no cost),counterfeit NI KE goods;or(c)purchase authentic NIKE goods from any third art yy;or(d)
purchase any NIKE Product from,or sell or offer to sell Product on behalf of or for the account of,any other third party;or(e)iNIKE sets a launch date for a
particular NIKE Product,sell that product prior to the date and time stated by NIKE;or(f) collect or use any sensitive personal data about consumers other than in
compliance with industry best practices for security standards,and applicable law.
8.CUSTOMER'S GENERAL REPRESENTATIONS,WARRANTIES AND OBLIGATIONS:
(a)Customer will at all times:(i)use security measures to protect credit card and other personally identifiable information from unauthorized access or use in a
manner consistent with industry best practices and applicable law;(ii)render full,prompt,effective and courteous service before:during and after the retail sale of
Product;(iii)vigorous)y encourage the retail sale of Product;(iv)meet or exceed any minimum sales volume established by NIKE from time to time;(v)establish
and maintain,independently andincon unction with NIKE,advertising and marketing policies and methods that emphasize the quality and performance of the
Product;and(vi)comply with applicable law in connection with performance of its obligations under the Agreement.
(b)Customer represents and warrants,and each time Customer submits an Order,Customer will be deemed to have represented and warranted,that(i)it wishes to
purchase Product solely for business purposes and not for personal,family or household purposes;and(ii)the most recent financial information provided by
Customer is true,accurate and complete as of the dates indicated in that information and that there has been no material adverse change in Customer's business,
prospects or financial condition since those dates.
Page 2 of 3
(c) Customer has received and reviewed Nike's policy regarding Gifts.Gratuities and Other Payments,available from Nike upon request. Customer shall not
take any action that could reasonably be expected to violate the policy or induce a Nike employee to violate the policy. In particular,but without limiting the
preceding sentence.Customer shall hot(a)give a cash gift in any amount to a Nike employee,(b)give a non-cash gift worth more than$200 to a Nike employee.
or(c)give a gift of any kind to any relative.friend,associate or charitable organization favored by a Nike employee if there is any implied expectation of a return
favor.
9.TRADEMARKS:Customer acknowledges NIKE's sole ownership of and exclusive right,title and interest in and to the name"NIKE."the name"Jordan,"the
NIKE Swoosh logo design,the Jordan"Jumpman"logo,and all other trademarks owned by NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes
that the NIKE Trademarks possess substantial goodwill and agrees that it will not use or display NIKE Trademarks in a manner that would disparage or damage
them.or represent that it has any ownership in,or attempt to license.the NIKE Trademarks.A(1 goodwill associated with Customer's use of the MIKE Trademarks
will be owned exclusively by NIKE.Customer will comply with NIKE's latest trademark usage guidelines,which NIKE may provide and circulate from time to
time,as well as any other policies governing the use of(i)NIKE logos and other trademarks.anct(ii)product and athlete images and other copyrighted materials.
Upon request by NIKE.Customer will submit to NIKE.for its review,any public statements'about NIKE or advertising materials bearing NIKE Trademarks,
m
Product images,athlete iages,.or Product descriptions.If NIKE does not approve such materials in writing.within five business days,the materials shall be
deemed rejected and Customer shall cease any use of the rejected materials.Customer will not use any marks confusingly similar to the NIKE Trademarks or use
the NIKE Trademarks in combination with other trademarks.Customer will notify NIKE in writing of any infringement or improper use of the NIKE Trademarks
that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and the-NIKE reputation for quality are extremely valuable to NIKE,
and that NIKE does not authorize Customer tosell any damaged or defective NIKE Product. Accordingly.Customer agrees that NIKE Product which may be
damaged or defective.for any reason,shall be,at NIKE's sole election.either returned to NIKE or disposed of according to NIKE's instructions. NIKE and its
agents shall have the right to witness such destruction.
10.LIMITED REMEDY;DISCLAIMER OF IMPLIED WARRANTIES:If any Product is defective.NIKE's sole and exclusive liability to Customer will be.
at NIKE's election,if the defect is material,to either(a)replace that defective Product or(b)refund the amount Customer paid NIKE for that defective Product.AS
BETWEEN CUSTOMER AND NIKE.NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES.EXPRESS AND IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE.TITLE AND NONINFRINGEMENT.
11.LIMITATION ON DAMAGES AND ACTIONS:NIKE WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT.INTERRUPTION OF BUSINESS OR
ANY SPECIAL.CONSEQUENTIAL.INCIDENTAL.INDIRECT.SPECIAL,EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR SUSTAINED BY
CUSTOMER OR ANY OTHER PERSON.ANY ACTION(OTHER THAN FOR FAILURE TO PAY FOR GOODS DELIVERED)MUST BE COMMENCED
WITHIN ONE YEAR FROM THE EARLIER OF THE DATE OF DELIVERY OF THE NIKE PRODUCT OR THE DATE OF THE ORDER GIVING RISE TO
THE CLAIM.IN NO EVENT WILL NIKE'S LIABLITY TO CUSTOMER EXCEED,FOR DEFECTIVE PRODUCT.THE AMOUNT CUSTOMER PAID
-—NIKE FOR THE-PRODUCT'GIVING RISE TO THE CLAIM.AND FOR ALL OTHER CLAIMS.THE AMOUNT CUSTOMER PAID NIKE WITHIN THE -
THREE-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.These limitations will apply regardless of whether the legal theory of liability for
damages arises under contract,tort(including negligence and strict liability),or any other theory.
12.MODIFICATION:NIKE may at any time,in NIKE's sole discretion,modify its Terms and Conditions of sale.Each Order will be governed by the Terms and
Conditions in effect at the time Customer submits that Order.Accordingly.Customer will review the then-current version of the Terms and Conditions(available at
the Nike.net website,in the catalogue,or by request from NIKE)before placing each Order.An Order that has been accepted by NIKE may be modified only by a
written instrument which expresses an intent to amend,identifies the provision to be amended.and is signed by an authorized representative of NIKE.
13.CONFIDENTIALITY.
A. Non-Disclosure. Customer acknowledges that it may have access to information owned or controlled by NIKE or NIKE's Affiliates.disclosure of which would
cause substantial or irreparable harm to NIKE("Confidential Information.")Confidential Information includes the NIKE's marketing plans,information regarding
future releases of NIKE Product,and any other non-public material disclosed to Customer or to which Customer gains access.Customer shallrotect NIKff's
Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade
secrets,but in any event no less t9an reasonable care.Customer shall make Confidential Information available only to those employees of Customer who need to
know the information in connection with Customer's business.and shall not disclose Confidential Information to any third party.
B. Publici(v Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE
or NIKE Products.Customer will not answer questions or give statements about its relationship with NIKE or discuss NIKE Products under circumstances where
Customer knows or has reason to believe that the purpose of the request is to create content for publication in film,television,radio,print or online media,
includin �blogging.Customer will not hold itself out as a representative of NIKE in any interview or statement,whether or not it is recorded,and whether or not it
is intended for such publication.
C. Idea Submission. If Customer chooses to submit to NIKE or share with NIKE any business plans,product or marketing ideas,or other materials,Customer
agrees that(i)NIKE is not subject to any restrictions in using such materials:Customer hereby grants to NIKE an irrevocAile license to use such materials,without
compensation to Customer;and(ii)NIKE is under no obligation to use such plans,ideas,or other materials.or to commercially exploit them in any territory.
14.SEVERABILITY\WAIVER\CONSTRUCTION:If a court of competent jurisdiction determines that any provision of the Agreement is invalid or
unenforceable for any reason,that determination will not affect any other provision unless enforcement of the remaining provisions would be grossly inequitable
under the circumstances or would frustrate the primary purpose of the Agreement.A party's delay or failure to enforce or insist on strict compliance with any of the
provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement,and a party's waiver of any right related to the Agreement on one
occasion will not waive any other right,constitute a continuing waiver or waive that right on any other occasion.Customer has had the opportunity to consult with
its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney;therefore,no rule of
construction or interpretation that disfavors NIKE or that favors Customer will apply to its interpretation.
IS.ATTORNEYS'FEES\GOVERNING LAWWORUM SELECTION:Customer will pay all costs,collection agency fees,expenses,reasonable attorney fees
(whether incurred prior to.at trial or,on appeal)incurred by NIKE in connection with the collection of any past due sums.The.Agreement,and all disputes ansmg
out of the Agreement or out of the relationship between NIKE and Customer,will be governed by the laws of the state of Oregon. THE UNITED NATIONS
CONVENTPON ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer irrevocably consents to the jurisdiction of
the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any
objection that such venue is an inconvenient forum.Customer will not initiate an action against NIKE in any other jurisdiction.NIKE may bring an action in any
I
oram.
16.FORCE MAJEURE:If it becomes impossible for either Customer or NIKE to perform its obligations under the Agreement as a result of fire,flood,
earthquake,or other natural disaster,that party's performance may be delayed for the duration of the force majeure event,except that nothing in this Section 16 will
excuse Customer from its payment obligations.
17.RESTRICTION ON ASSIGNMENT:Customer will not ass!gn any right conferred herein by NIKE without the prior written consent of an authorized NIKE
representative.A change of control of Customer by stock sale or girt,merger,operation of law,by contract,or otherwise.will be deemed an assignment for
ppurposes of this Section.Any attempted assignment or delegation by Customer will be void. NIKE may grant,withhold or condition its consent to assignment in
NIKE's sole discretion.If NIKE authorizes an assignment or delegation,that authorization will not release Customer from any of its obligations under the
Agreement unless(a)the authorization expressly releases Customer:(b)the assignee or delegate agrees in writing to be bound by the Agreement;and(c)any
agreement between Customer and the assignee or delegate states that NIKE hase right to enforce Customer's rights against the assignee or delegate.
18.SET-OFF:In the event Customer is indebted to NIKE or to any NIKE affiliate,that debt may be offset against credits otherwise owing to Customer to reduce
or eliminate the credit.
19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be
construed to create a partnership,joint venture or any other relationship.
20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and
supersedes prior and contemporaneous oral and written agreements,commitments and understandings concerning that subject matter.
Page 3 of 3
. . N I KE G O LF b/ Customer Number: 272920 Invoice Number: 958216697
`, Nike Order Number: 874803065 Invoice Date: 03/07/2014
IN
Y
VO Nike Delivery Number: 320752388 Terms: Net 60
Customer PO No: SP14 Terms begin as of: 03/07/2014
Ordered by: Due Date: 05/06/2014
DUNS#:05-095-7364 Ordered on: 11/01/2013 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
MAIL TO DELIVER GOODS TO
CITY OF CARMEL CITY OF CARMEL
BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY
12120 BROOKSHIRE PKWY 272920
CARMEL IN 46033-3314 BROOKSHIRE GOLF CLUB
CARMEL IN 46033-3314
_ Material Customer Product Description Size UOM Quantity Quantity I Wholesale Net Unit Total
Product Code Ordered Shippedl Unit Price Price -
518022-010 MESH BACK BLANK CA M/L EA 3 3 10.50 10.42 31.26
**Subtotals 3 3 31.50 31.26 31.26
518022-011 MESH BACK BLANK CA M/L EA 3 3 10.50 10.42 31.26
**Subtotals 3 3 31.50 31.26 31.26
518022-100 MESH BACK BLANK CA M/L EA 3 3 10.50 10.42 31.26
**Subtotals 3 3 31.50 31.26 31.26
518022-496 MESH BACK BLANK CA M/L EA 3 3 10.50 10.42 31.26
**Subtotals 3 3 31.50 31.26 31.26
618296-010 TECH BLANK CAP MISC EA 3 3 6.00 6.60 19.80
**Subtotals 3 3 18.00 19.80 19.80
618296-021 TECH BLANK CAP MISC EA 3 3 6.00 6.60 19.80
*`Subtotals 3 3 18.00 19.80 19.80
618296-100 TECH BLANK CAP MISC EA 3 3 6.00 6.60 19.80
**Subtotals 3 3 18.00 19.80 19.80
618296-491 TECH BLANK CAP MISC EA 3 3 6.00 6.60 19.80
**Subtotals 3 3 18.00 19.80 19.80
VAS Customer Charges included in Net Unit Price
All Nike USA,Inc.products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by
Nike. A service charge of 1 Y2% er month will be chatg Xon all past due invoices. Anticipation discounts are not allowed. No returns without prior
authorization from Nike. Shortage claims must be made within 30 days of receipt. All collection fees and costs must be paid by purchaser. Detailed terms and
conditions on reverse side of page 1.
Please remit to: NIKE USA,Inc.
PO Box 847648
Dallas 75284-7648 US
Page 1 of 4
NIKE USA,Inc.
TERMS AND CONDITIONS OF SALE
NIKE USA,Inc.("NIKE")offers certain goods bearing NIKE Trademarks(asdefined below)("Product")for sale to retailers that have been authorized by NIKE to
make purchases of such Product("Customers.") By submitting an order to NIKE(each,an"Order"),Customer agrees that such Order will be governed by the
terms and conditions of sale("the Terms and Conditions")in effect at the time the Order is submitted. The Terms and Conditions that are current as of July I,2011
are set forth below.
1.ORDERS:All Orders submitted by Customer are subject to acceptance by NIKE.The preparation of a purchase order by a sales representative of NiKE,the
submission by Customer of a purchase order to NIKE,or the acknowledgement by NIKE of receipt of a purchase order(Order"confirmation")shall not constitute
NiKE's acceptance of that Order.NIKE may in its sole discretion accept all or any part of an Order or substitute comparable Product.for the'items that were
ordered,in either case by shipping Product.NIKE may at any time refuse to ship Product for any reason,even if NIKE has received payment for the applicable.
Order and/or has confirmed that Order on NIKE.net or otherwise.NIKE will in its sole discretion determine which of NIKE'S products are made available to
Customer for Orders,and determine how to allocate Product among Customer and NIKE's other customers.Accordingly.NiKE reserves the right to discontinue
product lines and to make changes in goods offered at any time.Unless Customer complies with Section 5 regarding returns,Customer will be deemed to have
accepted those substitute goods-on the terms outlined in NIKE's invoice.NIKE may cancel an Order at any nine because the Order contains an incorrect price,
requests Product that Customer is not authorized to sell,or for any other reason,even if NIKE has acknowledged or confirmed that Order or has received payment
for that Order.In the latter case.NIKE will,at its election,either refund the payment or credit Customer's account.Customer may not cancel an Order after its
acceptance by NIKE.Any Order that conflicts with or that includes provisions(other than item and quantity)in addition to these`rerms and Conditions will have
no force or effect to the extent it is inconsistent or includes additional terms.NiKE will be entitled to accept any Order and to rely on any other written or
telephonic request or notice given by a person that appears to be an employee or agent of Customer. Each Order will be subject to andgoverned in all respects by
(a)these Terms and Conditions,and(b)if applicable,Customer's credit application and account agreement. Each Order,together with these Terms and Conditions
and,if applicable Customers credit application and account agreement.may be referred to collectively as the"Agreement
2.PRICES:NIKE may correct typographical or other errors in pricing,may reduce or cancel any discounts previously offered to Customer,and may change its
prices at any time.Each Order will be invoiced at the prices prevailing at the time that Order is fully recorded into NIRE's central ordering system.Nothing
contained herein shall obligate Customer to resell the Product at any particular price or on any specific terms and conditions notwithstanding suggested retail prices
published by NiKE,if any.
3.TERMS OF SALE:Customer will pay for all Product by the date specified on NIKE's invoice,or if none is specified,within 30 days after the date of that
invoice.Any smn not paid when due is subject to a service charge of 1.5%per month or the maximum rate permitted bylaw,whichever is lower.The amount
reflected in each NIKE invoice will be deemed to be an account stated unless Customer disputes the amount of that invoice m writing within 30 days after the date
that invoice is due.Customer will pay the undisputed portion of each invoice. NiKE has the right to apply payments it receives from Customer to any of
Customer's invoices and to disregard Customer s instructions to apply payment to any specific invoice. In the event Customer is indebted to NIKE oho any NIKE
affiliate,that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit.
4.SHIPPING•RISK OF LOSSTITLE:NIKE will ship Product FCA,the NiKE Distribution Center or other shipping point.NIKE is not responsible for any
loss resulting from any delay in Ipping or failure to ship.
5.RETURNS:Product that was shipped in accordance with the specifications in the Order is not returnable.If Customer wishes to return Products based on a
claim that they are defective or that they are not comparable to the items that were ordered.Customer may submit to NIKE a request for return:provided,however,
that NIKE will not approve of return requests received by NIKE 30 days or more after delivery of those Products to Customer.NIKE will not issue any refunds or
apply any credits except for items that were approved by NIKE for return.Customer will ship returns at its own expense and will retain title and risk oT loss until
receipt by NIKE at the designated return destination.Restocking fees may apply.Any items that are returned without NIKE's approval will be disposed of by
NIKE unless Customer prepays shipping costs for their return to Customer.
6.CUSTOMER'S COVENANTS:
A.The following applies to Customers that are approved to sell Product at a physical store location(a "brick and mortar."store).
STORES-Except as expresslypermitted in subsection 6.B and/or 6.0 below,or when otherwise approved by NIKE in writing.Customer will not(a)sell Product
under any store name or at any physical store location other than under the store name and at the particular physical store identified in this Credit Application or.in
the case of multiple store locations•at the location to which the Product was shipped(assuming it was an approved location);(b)sell Product other than to retail
consumers physically present at such store location who are purchasing for their personal use and not for resale:or(c)accept orders or sell Product through the
Internet,e-mail or any other electronic channel,except that Customer may advertise Product through those channels to create or enhance consumer awareness of
Product performance features and/or indicate the availability of Product at an authorized store location so long as Customer complies with Section 9 below.
Customer will at all times provide clean,modern and adequate retail outlet(s)necessary for the proper merchandising and selling of Product.
B.The following a lies to Customers that are approved to sell Product on a website.
INTERNET SAL S-if NIKE approves Customer for Internet sales,then Customer is authorized to sell Product to retail consumers via the Internet only from the
website or websites identified in the Credit Application or otherwise approved by NiKE in writing(the"Authorized Website(s)")and to deliver that Product only to
consumers with mailing addresses in the United States.its territories and possessions.
(a) The Authorized Website(s)will not be co-branded with the name or other trademarks of any other person or entity.
(b) The Authorized Website(s)will not link to.or provide data feeds to,any transactional website,or permit any transactional website to link to the
Authorized Website(s). For purposes of this Section 6B(b),a"transactional website"means a shopping portal,online marketplace,or other site which either(i)is
capable of accepting orders from consumers,or(ii)creates the perception that orders are accepted on tie site,even if the consumers are in fact redirected to other
websites for order placement. The term"transactional website' excludes websites which aggregate images and information about merchandise without conducting
sales transactions.
(c) The Authorized Website(s)will have features and functions that are standard in the industry,including the ability.to:(i)confirm availability or
unavailability of NIKE Product at the time the retail consumer places his or her order,(ii)accept all major credit cards,(iii)ship within standard time frames with a
choice of overnight,second day air and.ground delivery.and(iv)allow retail consumers to search the Authorized Website(s)and to navigate to a NIKE"concept"
shop in the form of a Web page featuring all Product that Customer sells on the Authorized Website(s)(except for discounted goods,which must be presented on a
separate discount page).
(d) Customer wi11 at all times providepromppt,effective and courteous customer service by telephone for consumers purchasing Product from the Authorized
Website(s)and for other visitors to that or those Website(s).Customer will not(i)permit any fulfillment house or any other third party to fill consumer orders
placed through the Authorized Website(s);or(ii)(iii)use certain trademarked terms,as designated by NIKE,in metadata:or(iv)purchase certain trademarked
terms,as designated by NIKE.as Internet search terms;or(v)use any NIKE trademark in any domain name or URL address.
C.Thefollowing applies to Customers that are approved for a non-retail account.
If NIKE approves Customer for a non-retail account.Customer will distribute Product at no cost to the teams,players and sports participants,and other groups or
individuals specified by NIKE or will sell at no profit(that is,sell at NIKE'S invoice price).
7.GENERAL RESTRICTIONS:Customer will not directly or indirectly:(a)sell,consign or otherwise transfer Product(i)outside the United States(and,if a
"brick and mortar"store,other than at the approved physical store location or locations);or(u)to another retailer,or to an e-tailer,distributor,or broker;or(iii)
under circumstances where it knows or should know,based on the circumstances of the transaction,that the Product is intended for resale or will likely be resold;
or(b)purchase or sell,offer to sell,or distribute(including at no cost).counterfeit NIKE goods;or(c)purchase authentic NIKE goods from any third party;or(d)
purchase any NIKE Product from,or sell or offer to sell Product on behalf of or for the account of,any other third party;or(e)if NIKE sets a launch date for a
particular NIKE Product,sell that product prior to the date and time stated by NIKE;or(f) collect or use any sensitive personal data about consumers other than in
compliance with industry best practices for security standards,and applicable law.
8.CUSTOMER'S GENERAL REPRESENTATIONS,WARRANTIES AND OBLIGATIONS:
(a)Customer will at all times:(i)use security measures to protect credit card and other personally identifiable information from unauthorized access or use in a
manner consistent with industry best practices and applicable law;(ii)render full,prompt,effective and courteous service before,during and after the retail sale of
Product;(iii)vigorousl encourage the retail sale of Product;(iv)meet or exceed any minimum sales volume established by NIKE from time to time;(v)establish
and maintain.independently andin con unction with NIKE,advertising and mark -policies and methods that emphasize the quality and performance of the
Product;and(vi)comply with applicab)'e law in connection with performance of its o9hgations under the Agreement.
(b)Customer represents and warrants,and each time Customer submits an Order.Customer will be deemed to have represented and warranted,that(i)it wishes to
purchase Product solely for business purposes and not for personal,family or household purposes:and(ii)the most recent financial information provided by
Customer is true,accurate and complete as of the dates indicated in that information and that there has been no material adverse change in Customer's business,
prospects or financial condition since those dates.
Page 2 of 4
(c) Customer has received and reviewed Nike's policy regarding Gifts,Gratuities and Other Payments,available from Nike upon request. Customer shall not
take any action that could reasonably be expected to violate the policy or induce a Nike employm
ee to violate the policy. In particular,but without limiting the
preceding sentence.Customer shall not(a)gyve a cash gift in anv amount to a Nike employee,(b)give a non-cash gift worth more than 5200 to a Nike eployee,
or(c)give a gift of any kind to any relative,friend,associate or charitable organization favored by a Nike employee if there is any implied expectation of a reium
favor.
9.TRADEMARKS:Customer acknowledges NIKE's sole ownership of and exclusive right,title and interest in and to the name"NIKE."the name"Jordan,"the
NIKE Swoosh logo desigpn.the Jordan"Jumpman"logo.and all other trademarks owned by NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes
that the NIKE Trademarks possess substantial goodwill and agrees that it will not use or display NIKE Trademarks in a manner that would disparage or damage
them,or represent that it has any ownership in.or attempt to license.the NIKE Trademarks.An goodwill associated with Customer's use of the NIKE Trademarks
will be owned exclusively by KIKE.Customer will comply with NIKE's latest trademark usage guidelines,which NIKE may provide and circulate from time to
time.as well as any other policies governing the use of(i)NIKE logos and other trademarks.and-(ii)product and athlete images and other copyrighted materials.
Upon request by NIKE.Customer will submit to NIKE.for its review,any public statements about NIKE or advertising materials bearing NIKE Trademarks,
Product images,athlete images.or Product descriptions.If NIKE does not approve such materials in writing,within five business days,the materials shall be
deemedre}ected and Customer shall cease any use of the rejected materials.Customer will not use any mark-s confusingly similar to the NIKE Trademarks or use
the NIKE Trademarks in combination with other trademarks.Customer will notify NIKE in writing of any infringement or improper use of the NIKE Trademarks
that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and the'NIKE'reuration for quality are extremely valuable to NIKE,
and that NIKE does not authorize Customer to sell any damaged or defective NIKE Product. Accordingly.Customer agrees that NIKE Product which may be
damaged or defective.for any reason,shall be.at NIKE's sole election.cither returned to NIKE or disposed of according to NIKE's instructions. NIKE and its
agents shall have the right to witness such destruction.
10.LIMITED REMEDY;DISCLAIMER OF IMPLIED WARRANTIES:If any Product is defective.NIKE's sole and exclusive liability to Customer will be.
at NIKE's election,if the defect is material,to either(a)replace that defective Product or(b)refund the amount Customer paid NIKE for that defective Product.AS
BETWEEN CUSTOMER AND NIKE,NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES,EXPRESS AND IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY.FITNESS FOR A PARTICULAR PURPOSE,TITLE AND NONINFRINGEMENT.
11.LIMITATION ON DAMAGES AND ACTIONS:NIKE WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT,INTERRUPTION OF BUSINESS OR
ANY SPECIAL,CONSEQUENTIAL,INCIDENTAL.INDIRECT.SPECIAL.EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR SUSTAINED BY
CUSTOMER OR ANY OTHER PERSON.ANY ACTION(OTHER THAN FOR FAILURE TO PAY FOR GOODS DELIVERED)MUST BE COMMENCED
WITHIN ONE YEAR FROM THE EARLIER OF THE DATE OF DELIVERY OF THE NIKE PRODUCT OR THE DATE OF THE ORDER GIVING RISE TO
THE-CL-AIM-IN NO EVENT\\'1L-L—NIKE'S LIABLITY TO CUSTOMER EXCEED..FOR DEFECTIVE PRODUCT,THE_AMOUNT CUSTOMER PAID
NIKE FOR THE PRODUCT GIVING RISE TO THE CLAIM.AND FOR ALL OTHER CLAIMS.THE AMOUNT CUSTOMER PAID NIKE WITHIN-THE-
THREE-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.These limitations will apply regardless of whether the legal theory of liability for
damages arises under contract,tort(including negligence and strict liability),or any other theory.
12.MODIFICATION:NIKE may at any time,in NIKE's sole discretion,modify its Terms and Conditions of sale.Each Order will be governed by the Terms and
Conditions in effect at the time Customer submits that Order.Accordingly.Customer will review the then-current version of the Terms and Conditions(available at
the Nike.net website,in the catalogue,or by request from NIKE)before placing each Order.An Order that has been accepted by NIKE may be modified only by a
written instrument which expresses an intent to amend,identifies the provision to be amended,and is signed by an authorized representative of NIKE.
13.CONFIDENTIALITY.
A. Non-Disclosure. Customer acknowledges that it may have access to information owned or controlled by NIKE or NIKE's Affiliates,disclosure of which would
cause substantial or irreparable harm to NIKE("Confidential Information.')Confidential Information includes the NIKE's marketing plans,information regarding
future releases of NIKE Product,and any other non-public material disclosed to Customer or to which Customer gains access.Customer shall rotect NIKf"'s
Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade
secrets.but in any event no less than reasonable care.Customer shall make Confidential Information available only to those employees of Customer who need to
know the information in connection with Customer's business,and shall not disclose Confidential Information to any third party.
B. Publicity Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE
or NIKE Products.Customer will not answer questions or give statements about its relationship with NIKE or discuss NIKE Products under circumstances where
Customer knows or has reason to believe that the purpose of the request is to create content for publication in film,television,radio,print or online media.
including blogging.Customer will not hold itself out as a representative of NIKE in any interview or statement,whether or not it is recorded,and whether or not it
is intended for sueh publication.
C. Idea Submission. If Customer chooses to submit to NIKE or share with NIKE any business plans,product or marketing ideas,or other materials.Customer
agrees that(i)NIKE is not subject to any restrictions in using such materials:Customer hereby grants to NIKE an irrevocLIe license to use such materials,without
compensation to Customer;and(ii)NIKE is under no obligation to use such plans,ideas,or other materials.or to commercially exploit them in any territory.
14.SEVERABILITY\WAIVER\CONSTRUCTION:If a court of competent jurisdiction determines that any provision of the Agreement is invalid or
unenforceable for any reason,that determination will not affect any other provision unless enforcement of the remaining provisions would be grossly inequitable
under the circumstances or would frustrate the primary purpose of'-the Agreement.A party's delay or failure to enforce or insist on strict compliance with any of the
provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement,and a party's waiver of any right related to the Agreement on one
occasion will not waive any other right,constitute a continuing waiver or waive that right on any other occasion.Customer has had the opportunity to consult with
its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney;therefore,no rule of
n
constructioor interpretation that disfavors NIKE or that favors Customer will apply to its interpretation.
15.ATTORNEYS'FEES\GOVERNING LAWWORUM SELECTION:Customer will pay all costs,collection agency fees,expenses,reasonable attorney fees
(whether incurred prior to at trial or on appeal)incurred by NIKE in connection with the collection of any past due sums.The Agreement,and all disputes ansing
out of the Agreement or out of the relationshipbetween NIKE and Customer.will be governed by the laws of the state of Oregon. THE UNITED NATIONS
CONVENTION ON CONTRACTS FOR THINTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer irrevocably consents to the jurisdiction of
the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any
objection that such venue is an inconvenient forum.Customer will not initiate an action against NIKE in any other jurisdiction.NIKE may bring an action in any
forum.
16.FORCE MAJEURE:If it becomes impossible for either Customer or NIKE to perform its obligations under the Agreement as a result of fire,flood,
earthquake,or other natural disaster,that paty's performance may be delayed for the duration of the force majeure event,except that nothing in this Section 16 will
excuse Customer from its payment obligations.
17.RESTRICTION ON ASSIGNMENT:Customer will not assign any right conferred herein by NIKE without the prior written consent of an authorized NIKE
representative.A change of control of Customer by stock sale or gift,merger,operation of law,byT contract,or otherwise,will be deemed an assignment for
ppurrppores of this Section.Any attempted assignment or delegation by Customer will be void. NIKE may grant,withhold or condition its consent to assignment in
N1KE's sole discretion.If NIKE authorizes an assignment or delegation,that authorization will not release Customer from any of its obligations under the
Agreement unless(a)the authorization expressly releases Customer,(b)the assignee or delegate agrees in writing to be bound by the Agreement;and(c)any
agreement between Customer and the assignee or delegate states that NIKE has K right to enforce Customer's rights against the assignee or delegate.
18.SET-OFF:In the event Customer is indebted to NIKE or to any NIKE affiliate.that debt may be offset against credits otherwise owing to Customer to reduce
or eliminate the credit.
19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be
construed to create a partnership,joint venture or any other relationship.
20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and
supersedes prior and contemporaneous oral and written agreements,commitments and understandings concerning that subject matter.
Page 3 of 4
. . N 1 KE G O LF 6/ Customer Number: 272920 Invoice Number: 958216697
Nike Order Number: 874803065 Invoice Date: 03/07/2014
INVOICE Nike Delivery Number: 320752388 Terms: Net 60
Customer PO No: SP14 Terms begin as of: 03/07/2014
Ordered by: Due Date: 05/06/2014
DUNS#:05-095-7364 Ordered on: 11/01/2013 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
Shipped From: Nike Golf:Memphis
Date Shipped: 03/07/2014
Order Type: Futures Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 5.910;
Bill of Lading Number:
Pro number:
Tracking Number: 217508282613461;
Packing list Number: 16386882
Number of Cartons: 1
Special Label Instructions:
Ship-to ID:272920
Store ID:272920
z.
Wholesale Amount Sales Net of Discount Freight Total
198.00 204.24 9.77 214.01
Page 4 of 4
VOUCHER NO. WARRANT NO.
ALLOWED 20
Nike USA, Inc.
IN SUM OF $
P.O. Box 847648
Dallas, TX 75284-7648
$901.74
ON ACCOUNT OF APPROPRIATION FOR
Brookshire Golf Club
PO#/Dept. INVOICE NO. ACCT#/TITLE AMOUNT Board Members
r
1207 14020522 43-560.06 ($1,383.36) 1 hereby certify that the attached invoice(s), or
1207 958216698 43-560.06 $360.49 bill(s) is (are) true and correct and that the
1207 I 958216697 I 43-560.061 $214.01
materials or services itemized thereon for
1207 I 958279421 I 43-560.06 I $1,314.46
which charge is made were ordered and
1207 I 958279420 I 43-560.061 $396.14
received except
Monday, March 17, 2014
Director, Brookshire Ilf Club
Title
Cost distribution ledger classification if
claim paid motor vehicle highway fund
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))
11/20/13 I 14020522 I Golf Soft Goods I ($1,383.36)
03/07/14 I 958216698 I Golf Soft Goods I $360.49
03/07/14 I 958216697 I Golf Soft Goods I $214.01
03/10/14 I 958279421 I Golf Soft Goods $1,314.46
03/10/14 I 958279420 I Golf Soft Goods I $396.14
1 hereby certify that the attached invoice(s), or bill(s), is (are) true and correct and I have audited same in accordance
with IC 5-11-10-1.6
20
Clerk-Treasurer
. . X61 SCE G O LF Customer Number: 272920 Invoice Number: 958478771
Nike Order Number: 873576135 Invoice Date: 03/18/2014
INVOICE Nike Delivery Number: 320767869 Terms: Net 120
Customer PO No: BALL AND DURA FEEL Terms begin as of: 03/18/2014
Ordered by: Due Date: 07/16/2014
DUNS#:05-095-7364 Ordered on: 09/18/2013 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
MAIL TO DELIVER GOODS TO
CITY OF CARMEL CITY OF CARMEL
BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY
12120 BROOKSHIRE PKWY 272920
CARMEL IN 46033-3314 BROOKSHIRE GOLF CLUB
CARMEL IN 46033-3314
Material- -]Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total
Product Code Ordered Shipped Unit Price Price
GG0421-101 DURA FEEL VII REG M EA 6 6 6.00 6.00 36.00
L EA 24 24 6.00 6.00 144.00
XL EA 18 18 6.00 6.00 108.00
XXL EA 6 6 6.00 6.00 36.00
**Subtotals 54 54 324.00 324.00 324.00
GG0422-101 DURA FEEL VII CAD S EA 6 6 6.00 6.00 36.00
M EA 6 6 6.00 6.00 36.00
ML EA 6 6 6.00 6.00 36.00
L EA 6 6 6.00 6.00 36.00
**Subtotals 24 24 144.00 144.00 144.00
GG0423-101 DURA FEEL VII REG ML EA 6 6 6.00 6.00 36.00
L EA 6 6 6.00 6.00 36.00
**Subtotals 12 12 72.00 72.00 72.00
GG0446-160 WMN NIKE SUMMERLIT S EA 6 6 7.50 7.50 45.00
M EA 6 6 7.50 7.50 45.00
**Subtotals 12 12 90.00 90.00 90.00
GL0551-101 PD8 SOFT BI-LING MISC EA 24 24 12.00 12.00 288.00
**Subtotals 24 24 288.00 288.00 288.00
GL0552-101 PD8 WOMEN BI-L MISC EA 6 6 12.00 12.00 72.00
**Subtotals 6 6 72.00 72.00 72.00
GL0553-101 PD8 LONG BI-L MISC EA 18 18 12.00 12.00 216.00
**Subtotals 18 18 216.00 216.00 216.00
GL0646-101 PD8 4-BALL ON-COUN MISC EA 1 1 132.00 132.00 132.00
**Subtotals 1 1 132.00 132.00 132.00
GL0654-101 RZN PLATINUM MISC EA 12 12 33.00 33.00 396.00
**Subtotals 12 12 396.00 396.00 396.00
GL0655-101 RZN BLACK MISC EA 12 12 33.00 33.00 396.00
**Subtotals 12 12 396.00 396.00 396.00
GL0680-101 RZN WHITE MISC EA 12 12 22.50 22.50 270.00
**Subtotals 12 12 270.00 270.00 270.00
All Nike USA,Inc.products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by.
Nike. A service charge of 1 %z% er month will be charge&on all past due invoices. Anticipation discounts are not allowed. No returns without prior
authorization from Nike. Shortage claims must be made within 30 days of receipt. All collection fees and costs must be paid by purchaser. Detailed terms and
conditions on reverse side of page 1.
Please remit to: NIKE USA, Inc.
PO Box 847648
Dallas 75284-7648 US
Page 1 of 4
NIKE USA,Inc.
TERMS AND CONDITIONS OF SALE
NIKE USA,Inc.("NIKE")offers certain goods bearing NIKE Trademarks(asdefined below)("Product")for sale to retailers that have been authorized by NIKE to
make purchases of such Product("Customers.") By sdbmitting an order to NIKE(each,an"Order").Customer agrees that such Order will be governed by the
terms and conditions of sale("the Terms and Conditions")in Jfect at the time the Order is submitted. The Terms and Conditions that are current as of July 1,2011
are set forth below.
1.ORDERS:All Orders submitted by Customer are subject to acceptance by NIKE.The preparation of a purchase order by a sales representative of NIKE,the
submission by Customer of a purchase order to NIKE,or the acknowledgement by NIKE of receipt of a purchase order(Order"confirmation")shall not constitute
NIKE's acceptance of that Order.NIKE may in its sole discretion accepi all or any part of an Order or substitute comparable Product for the items that were
ordered,in-either case by shipping Product.NIKE may at any time refuse to ship product for any reason,even if,NiKE has received payment for-the applicable
Order and/or has confirmed that.0rder on NIKE.net or otherwise.NIKE will in.its sole discretion determine which of NIKE's products are made availa ledo
Customer for Orders,and determine how to allocate Product among Customer and NIKE's other.customers.Accordingly,.NIKE reserves the right discontinue
product iines.and to make changes in goods offered at any time.Unless Customer complies with Section 5 regarding returns,Customer will be deemed to have
accepted those substitute goods on the terms outlined in NiKE's invoice.NIKE may cancel an Order at any time because the Order contains an incorrect price,
requests Product that Customer is not authorized to sell,or for any other reason,even if NIKE has acknowledged or confirmed that Order or has received payment
for that Order.In the latter case.NIKE will,at its election,either refund the payment or credit Customer's account.Customer may not cancel an Order after its
acceptance by NIKE.Any Order that conflicts with or that includes provisions(other than item and quantity)in addition to these`rerms and Conditions will have
no force or effect to the extent it is inconsistent or includes additional terms.NIKE will be entitled to accept any Order and to rely on any other written or
telephonic request or notice given by a person that appears to be an employee or agent of Customer. Each Order will be subject to and governed in all respects by
(a)these Terms and Conditions,and(b)if applicable.Customer's credit application and account agreement. Each Order,together with these Terms and Conditions
and,if applicable Customer's credit application and account agreement,may be referred to collectively as the"Agreement".
2.PRICES:NIKE may correct typographical or other errors in pricing.may reduce or cancel any discounts previouslyy offered to Customer.and may change its
prices at any time.Each Order will be invoiced at the prices prevailing at the time that Order is fully recorded into NIKE's central ordering system.Nothing
contained herein shall obligate Customer to resell the Product at any particular price or on any specific terms and conditions notwithstanding suggested retail prices
published by NIKE,if any.
3.TERMS OF SALE:Customer will pay for all Product by the date specified on NiKE's invoice,or if none is specified,within 30 days after the date of that
invoice.Any sum notaid when due is subject to a service charge of 1.5%per month or the maximum rate permitted bylaw,whichever is lower.The amount
reflected in each NIKE invoice will be deemed to be an account stated unless Customer disputes the amount of that invoice in writing within 30 days after the date
that invoice is due.Customer will pay the undisputed portion of each invoice. NIKE has the right to apply payments it receives from Customer to any of
Customer's invoices and to disregard Customers instructions to apply payment to any specific invoice. Inthe event Customer is indebted to NIKE or to any NIKE
affiliate,that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit.
4.SHIPPING;RISK OF LOSS;TITLE:NiKE will ship Product FCA,the NIKE Distribution Center or other shipping point.NIKE is not responsible for any
loss resulting from any delay in shipping or failure to ship.
S.RETURNS:Product that was shipped in accordance with the specifications in the Order is not returnable.If Customer wishes to return Products based on a
claim that they are defective or that they are not comparable to the items that were ordered.Customer may submit to NIKE a request for return;provided,however.
that NIKE will not approve of return requests received by NIKE 30 days or more after delivery of those Products to Customer.NIKE will not issue any refunds or
apply any credits except for items that were approved by NIKE for return.Customer will ship returns at its own expense and will retain title and risk of loss until
receipt by NIKE at the designated return destination.Restocking fees may apply.Any items that are returned without NIKE's approval will be disposed of by
NIKE unless Customer prepays shipping costs for their return to Customer.
6.CUSTOMER'S COVENANTS:
A.The following applies to Customers that are approved to sell Product at a physical store location(a "brick and mortar"store)..
STORES-Except as expressly permitted in subsection 6.B and/or 6.0 below,or when otherwise approved by NIKE in writing,Customer will not(a)sell Product
under any store nameor at any physical store location other than under the store name and at the particular physical store identified in this Credit Application or,in
the case of multiple store locations,at the location to which the Product was shipped(assuming it was an approved location);(b)sell Product other than to retail
consumers physically present at such store location who are purchasing for their personal use and not for resale;or(c)accept orders or sell Product through the
Internet,e-mail or any other electronic channel,except that Customer may advertise Product through those channels to create or enhance consumer awareness of
Product performance features and/or indicate the availability of Product at an authorized store location so long as Customer complies with Section 9 below.
Customer will at all times provide clean,modern and adequate retail outlet(s)necessary for the proper merchandising and selling of Product.
B.The following a»lies to Customers that are approved to sell Product on a website.
INTERNET SAL S-If NIKE approves Customer for Internet sales,then Customer is authorized to sell Product to retail consumers via the Internet only from the
website or websites identified in the Credit Application or otherwise approved by NIKE in writing(the"Authorized Website(s)")and to deliver that Product only to
consumers with mailing addresses in the United States.its territories and possessions.
(a) The Authorized Website(s)will not be co-branded with the name or other trademarks of any other person or entity.
(b) The Authorized Website(s)will not link to,or provide data feeds to,any transactional website,or permit any transactional website to link to the
Authorized Website(s). For purposes of this Section 613(b),a"transactional website"means a shopping portal,online marketplace,or other site which either(i)is
capable of accepting orders from consumers,or(ii)creates the ye.rception that orders are accepted on the site,even if the consumers are in fact redirected to other
websites for order placement. The term"transactional website' excludes websites which aggregate images and information about merchandise without conducting
sales transactions.
(c) The Authorized Website(s)will have features and functions that are standard in the industry,including the ability.to:(i)confirm availability or
unavailability of NIKE Product at the time the retail consumer places his or her order,(ii)accept all major credit cards,(iii)ship within standard time frames with a
choice of overnight,second day air and ground delivery,and(iv)allow retail consumers to search the Authorized Website(s)and to navigate to a NIKE"concept"
shop in the form of a Web page featuring all Product that Customer sells on the Authorized Website(s)(except for discounted goods,which must be presented on a
separate discount page).
(d) Customer will at all times provide prompt.effective and courteous customer service by telephone for consumers purchasing Product from the Authorized
Website(s)and for other visitors to that or those Website(s).Customer will not(i)permit any fulfillment house or any other third party to fill consumer orders
placed through the Authorized Website(s);or(ii)(iii)use certain trademarked terms,as designated by NIKE,in metadata;or(iv)purchase certain trademarked
terms,as designated by NIKE,as Internet search terms;or(v)use any NIKE trademark in any domain name or URL address.
C.Thefollowing applies to Customers that are approved for a non-retail account.
If NiKE approves Customer for a non-retail account.Customer will distribute Product at no cost to the teams,players and sports participants,and other groups or
individuals specified by NIKE or will sell at no profit(that is,sell at NIKE's invoice price).
7.GENERAL RESTRICTIONS:Customer will not directly or indirectly:(a)sell,consign or otherwise transfer Product(i)outside the United States(and,if a
"brick and mortar"store,other than at the approved physical store location or locations);or(ii)to another retailer,or to an e-tailer,distributor,or broker;or(iii)
under circumstances where it knows or should know,based on the circumstances of the transaction,that the Product is intended for resale or will likely be resold:
or(b)purchase or sell,offer to sell,or distribute(including at no cost),counterfeit NIKE goods;or(c)purchase authentic NIKE goods from any thirdarty;or(d)
purchase any NIKE Product from,or sell or offer to sell Product on behalf of or for the account of,any other third party;or(e)if'NIKE sets a launch date for a
particular NIKE Product.sell that product prior to the date and time stated by NIKE;or(f) collect or use any sensitive personal data about consumers other than in
compliance with industry best practices for security standards,and applicable law.
8.CUSTOMER'S GENERAL REPRESENTATIONS,WARRANTIES AND OBLIGATIONS:
(a)Customer will at all times:(i)use security measures to protect credit card and other personally identifiable information from unauthorized access or use in a
manner consistent with industry best practices and applicable law;(ii)render full,prompt,effective and courteous service before,during and after the retail sale of
Product:(iii)vigorously encourage the retail sale of Product:(iv)meet or exceed any minimum sales volume established by NIKE from time to time;(v)establish
and maintain,independently and in conjunction with NIKE,advertising and marketing policies and methods that emphasize the quality and performance of the
Product;and(vi)comply with applicable law in connection with performance of its o9hgations under the Agreement.
(b)Customer represents and warrants,and each time Customer submits an Order,Customer will be deemed to have represented and warranted,that(i)it wishes to
Purchase Product solely for business purposes and not for personal,family or household purposes;and(ii)the most recent financial information provided by
Customer is true,accurate and complete as of the dates indicated in that information and that there has been no material adverse change in Customer's business,
prospects or financial condition since those dates.
Page 2 of 4
. . N I SCE G O LF Customer Number: 272920 Invoice Number: 958478771
Nike Order Number: 873576135 Invoice Date: 03/18/2014
INVOICE
Nike Delivery Number: 320767869 Terms: Net 120
Customer PO No: BALL AND DURA FEEL Terms begin as of: 03/18/2014
Ordered by: Due Date: 07/16/2014 '.
DUNS#:05-095-7364 Ordered on: 09/18/2013 Currency: r' USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total
Product Code Ordered Shipped Unit Price Price
GL0681-101 RZN RED MISC EA 12 12 22.50 22.50 270.00
**Subtotals 12 12 270.00 270.00 270.00
Shipped From: Nike Golf: Memphis
Date Shipped: 03/18/2014
Order Type: Futures Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 17.370; 14.900; 19.360;
19.360; 19.360; 18.720;
19.380; 19.360; 19.380;
19.360;
Bill of Lading Number:
Pro number:
Tracking Number: 217508282810488;217508282822566;217508282830752;
217508282836655;217508282831100;217508282829794;
217508282831193;217508282833043;217508282834569;
217508282830776;
Packing list Number: 16380402
Number of Cartons: 10
Special Label Instructions:
Ship-to ID:272920
Store ID:272920
Wholesale Amount Sales Net of Discount Freight --Total
2,670.00 2,670.00 59.55 2,729.55
Page 4 of 4
(c) Customer has received and reviewed Nike's policy regarding Gifts,Gratuities and Other Payments,available from Nike upon request. Customer shall not
take any action that could reasonably be expected to violate the policy or induce a Nike employee to violate the policy. In particular,but without limiting the
preceding sentence,Customer shall not(a)give a cash gift in any amount to a Nike employee,(b)give a non-cash gift worth more than$200 to a Nike employee,
or(c)give a gift of any kind to any relative,friend.associate or charitable organization favored by a Nike employee if there is any implied expectation of a return
favor.
9.TRADEMARKS:Customer acknowledges NIKE's sole ownership of and exclusive right,title and interest in and to the name"NIKE,"the name"Jordan,"the
NIKE Swoosh Togo design,the Jordan"Jumpman"logo.and all other trademarks owned by NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes
that the NIKE Trademarks possess substantial goodwill and agrees that it will not use or display NIKE Trademarks in a manner that would disparage or damage
them,or represent that it has any ownership in,or attempt to license,the NIKE Trademarks.All goodwill associated with Customer's use of the NIKE Trademarks
will be owned exclusively by NIKE.Customer will comply with NIKE's latest trademark usage guidelines.which NIKE may provide and circulate from time to
time,as well as any other policies governing the use of(i)NIKE logos and other trademarks,and-(ii)product and athlete images and other coW-hted materials.
Upon request by NIKE,Customer will submit to NIKE,for its review,any public statements about NIKE or advertising materials bearing NIKE trademarks,
Product images.athlete images.or Product descriptions.If NIKE does not approve such materials in writing,within five business days,the materials shall be
deemed rejected and.Customer shall cease any use of the rejected materials.Customer will not use any marks confusingly similar to the NIKE Trademarks or use
the NIKE Trademarks in combination with other trademarks.Customer will notify NIKE in writing of anv infringement or improper use of the NIKE Trademarks
that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and the'NIKE'reputauon tot-quality are extremely valuable to NIKE,
and that NIKE does not authorize Customer to sell any damaged or defective NIKE Product. Accordingly.Customer agrees that NIKE Product which may be
damaged or defective,for any reason,shall be,at NIKE's sole election,either returned to NIKE or disposed of according to NIKE's instructions. NIKE and its
agents shall have the right to witness such destruction.
10.LIMITED REMEDY;DISCLAIMER OF IMPLIED WARRANTIES:If any Product is defective.NIKE's sole and exclusive liability to Customer will be.
at NIKE's election,if the defect is material,to either(a)replace that defective Product or(b)refund the amount Customer paid NIKE for that defective Product.AS
BETWEEN CUSTOMER AND NIKE,NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES.EXPRESS AND IMPLIED.
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY.FITNESS FOR A PARTICULAR PURPOSE.TITLE AND NONINFRINGEMENT.
11.LIMITATION ON DAMAGES AND ACTIONS:NIKE WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT,INTERRUPTION OF BUSINESS OR
ANY SPECIAL,CONSEQUENTIAL.INCIDENTAL.INDIRECT.SPECIAL,EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR SUSTAINED BY
CUSTOMER OR ANY OTHER PERSON.ANY ACTION(OTHER THAN FOR FAILURE TO PAY FOR GOODS DELIVERED)MUST BE COMMENCED
WITHIN ONE YEAR FROM THE EARLIER OF THE DATE OF DELIVERY OF THE NIKE PRODUCT OR THE DATE OF THE ORDER GIVING RISE TO
THE CLAIM.IN NO EVENT WILL NIKE'S LIABLITY TO CUSTOMER EXCEED,FOR DEFECTIVE PRODUCT,THE AMOUNT CUSTOMER PAID
NIKE_FOR THE PRODUCT GIVING RISE TO THE CLAIM,AND FOR ALL OTHER CLAIMS.THE AMOUNT CUSTOMER PAID NIKE WITHIN THE
THREE-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.These limitations will apply regardless of whether the legal theory of liability for
damages arises under contract.tort(including negligence and strict liability),or any other theory.
12.MODIFICATION:NIKE may at any time,in NIKE's sole discretion,modify its Terms and Conditions of sale.Each Order will be governed by the Terms and
Conditions in effect at the time Customer submits that Order.Accordingly.Customer will review the then-current version of the Terms and Conditions(available at
the Nike.net website,in the catalogue.or by request from NIKE)before placing each Order.An Order that has been accepted by NIKE may be modified only by a
written instrument which expresses an intent to amend,identifies the provision to be amended,and is signed by an authorized representative of NIKE.
13.CONFIDENTIALITY.
A. Non-Disclosure. Customer acknowledges that it may have access to information owned or controlled by NIKE or NIKE's Affiliates,disclosure of which would
cause substantial or irreparable harm to NIKE("Confidential Information.")Confidential Information includes the NIKE's marketing plans,information regarding
future releases of NIKE Product.and any other non-public material disclosed to Customer or to which Customer gains access.Customer shallrotect NIKE;s
Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade
secrets,but in any event no less than reasonable care.Customer shall make Confidential Information available only to those employees of Customer who need to
know the information in connection with Customer's business,and shall not disclose Confidential Information to any third party.
B. Publiciry Re.striclions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE
or NIKE Products.Customer will not answer questions or give statements about its relationship with NIKE or discuss NIKE Products under circumstances where
Customer knows or has reason to believe that the purpose of the request is to create content for publication in film,television,radio,print or online media,
including blogging.Customer will not hold itself out as a representative of NIKE in any interview or statement.whether or not it is recorded,and whether or not it
is intended for suchh publication.
C. Idea Submission. If Customer chooses to submit to NIKE or share with NIKE any business plans,product or marketing ideas,or other materials.Customer
agrees that(i)NIKE is not subject to any restrictions in using such materials;Customer hereby grants to NIKE an irrevocable license to use such materials,without
compensation to Customer:and(u)NIKE is under no obligation to use such plans,ideas,or other materials,or to commercially exploit them in any territory.
14.SEVERABILITY\WAIVER\CONSTRUCTION:If a court of competent jurisdiction determines that any provision of the Agreement is invalid or
unenforceable for any reason,that determination will not affect any other provision unless enforcement of the remaining provisions would be grossly inequitable
under the circumstances or would frustrate the primary purpose of the Agreement.A party's delay or failure to enforce or insist on strict compliance with any of the
provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement,and a party's waiver of any right related to the Agreement on one
w
occasion will not aive any other right, constitute a continuing waiver or waive that right on any other occasion.Customer leas had the opportunity to consult with
its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney:therefore,no rule of
construction or interpretation that disfavors NIKE or that favors Customer will apply to its interpretation.
15.ATTORNEYS'FEES\GOVERNING LAW\FORUM SELECTION:Customer will pay all costs,collection agency fees,expenses,reasonable attorney fees
(whether incurred prior to,at trial or on appeal)incurred by NIKE in connection with the collection of any past due sums.The Agreement.and all disputes arising
out of the Agreement or out of the relationship between NIKE and Customer,will be governed by the laws of the state of Oregon. THE UNITED NATIONS
CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOOL5S WILL NOT APPLY.Customer irrevocably consents to the jurisdiction of
the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any
objection that such venue is an inconvenient forum.Customer will not initiate an action against NIKE in any other jurisdiction.IfIKE may bring an action in any
forum.
16.FORCE MAJEURE:If it becomes impossible for either Customer or NIKE to perform its obligations under the Agreement as a result of fire,flood,
earthquake,or other natural disaster,that party's performance may be delayed for the duration of the force majeure event,except that nothing in this Section 16 will
excuse Customer from its payment obligations.
17.RESTRICTION ON ASSIGNMENT:Customer will not assign any right conferred herein by NIKE without the prior written consent of an authorized NIKE
representative.A change of control of Customer by stock sale or girt,merger,operation of law,by contract,or otherwise,will be deemed an assignment for
ppurrpposes of this Section.Any attempted assignment or delegation by Customer will be void. NIKE may grant,withhold or condition its consent to assignment in
NIKE's sole discretion.If NIKE authorizes an assignment or delegation,that authorization will not release Customer from any of its obligations under the
Agreement unless(a)the authorization expressly releases Customer;(b)the assignee or delegate agrees in writing to be bound by the Agreement:and(c)any
_ agreement between Customer and the assignee or delegate states that NIKE has the right to enforce Customer's nghts against the assignee or delegate.
18.SET-OFF:In the event Customer is indebted to NIKE or to any NIKE affiliate,that debt may be offset against credits otherwise owing to Customer to reduce
or eliminate the credit.
19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be
construed to create a partnership,joint venture or any other relationship.
20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and
supersedes prior and contemporaneous oral and written agreements.commitments and understandings concerning that subject matter.
Page 3 of 4
. . N 1 KE G O LF Customer Number: 272920 Invoice Number: 958478770
`, �+ Nike Order Number: 873576133 Invoice Date: 03/18/2014
I'`�A' Y o ICE E Nike Delivery Number: 320090390 Terms: Net 120
Customer PO No: SHOES AND SOCKS Terms begin as of: 03/18/2014
Ordered by: Due Date: 07/16/2014
DUNS#:05-095-7364 Ordered on: 09/18/2013 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
MAIL TO DELIVER GOODS TO
CITY OF CARMEL CITY OF CARMEL
BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY
12120 BROOKSHIRE PKWY 272920
CARMEL IN 46033-3314 BROOKSHIRE GOLF CLUB
CARMEL IN 46033-3314
Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total
Product Code Ordered Shipped Unit Price Price
SGO128-016 WMNS DRIFIT LTWT N MISC EA 6 6 3.75 3.75 22.50
**Subtotals 6 6 22.50 22.50 22.50
SG0297-006 GOLF DFIT ESS ANK MISC EA 6 6 3.75 3.75 22.50
**Subtotals 6 6 22.50 22.50 22.50
SG0297-106 GOLF DFIT ESS ANK MISC EA 6 6 3.75 3.75 22.50
**Subtotals 6 6 22.50 22.50 22.50
SG0300-006 GOLF DFIT ESS NSHW MISC EA 6 6 3.50 3.50 21.00
**Subtotals 6 6 21.00 21.00 21.00
SG0300-106 GOLF DFIT ESS NSHW MISC EA 6 6 3.50 3.50 21.00
**Subtotals 6 6 21.00 21.00 21.00
SG0303-001 DRIFIT PERFORM TAB MISC EA 24 24 3.00 3.00 72.00
**Subtotals 24 24 72.00 72.00 72.00
SG0303.101 DRIFIT PERFORM TAB MISC EA 48 48 3.00 3.00 144.00
**Subtotals 48 48 144.00 144.00 144.00
SG0379-134 2-PR DRI-FIT PERF MISC EA 6 6 7.00 7.00 42.00
**Subtotals 6 6 42.00 42.00 42.00
SG0386-166 WMN DRIFIT TIP NSH MISC EA 6 6 3.00 3.00 18.00
**Subtotals 6 6 18.00 18.00 18.00
SG0493-136 DRI-FIT WMNS 3-PAI M EA 6 6 6.00 6.00 36.00
**Subtotals 6 6 36.00 36.00 36.00
SG0493-158 DRI-FIT WMNS 3-PAI M EA 6 6 6.00 6.00 36.00
**Subtotals 6 6 36.00 36.00 36.00
All Nike USA,Inc.products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by
Nike. A service charge of 1 '/z% per month will be chargeon all past due invoices. Anticipation discounts are not allowed. No returns without prior
authorization from Nike. Shortage claims must be made within 30 days of receipt. All collection tees and costs must be paid by purchaser. Detailed terms and
conditions on reverse side of page 1.
Please remit to: NIKE USA,Inc.
PO Box 847648
Dallas 75284-7648 US
Page 1 of 4
NIKE USA,Inc.
TERMS AND CONDITIONS OF SALE
NIKE USA.Inc.("NIKE")offers certain goods bearing NIKE Trademarks(asdefined below)("Product")for sale to retailers that have been authorized by NIKE to
make purchases of such Product("Customers.") By su`bmitting an order to NIKE(each,an"Order"),Customer agrees that such Order will be governed by the
terms and conditions of sale("the Terms and Conditions")in effect at the time the Order is submitted. The Terms and Conditions that are current as of July 1,2011
are set forth below.
1.ORDERS:All Orders submitted by Customer are subject to acceptance by NIKE.The preparation of a purchase order by a sales representative of NiKE.the
submission by Customer of a purchase order to NIKE,or the.acknowledgement by NIKE of receipt of a purchase order(Order"confirmation")shall not constitute
NIKE's acceptance of that Order.NIKE may in its sole discretion accept all or any part of an Order or substitute comparable Product for the items that were
ordered,in either case by shipping Product.NIKE may at anv time refuse to ship Product for any-reason.even if NiKE has received payment for the applicable
Order and/or has confirmed thhat Order on NIKE.net or otherwise.NIKE will in its sole discretion determine which of NIKE'S products-are made available io
Customer for Orders,and determine how to allocate Product among Customer and NIKE's other customers.Accordingly.NIKE reserves the right to discontinue
product lines and to make changes in goods offered at any time.Unless Customer complies with Section 5 regarding returns.Customer will be deemed to have
accepted those substitute goods on the terms outlined in NIKE's invoice.NIKE may cancel an Order at any time because the Order contains an incorrect price,
requests Product that Customer is not authorized to sell,or for any other reason,even if NIKE has acknowledged or confirmed that Order or has received payment
for that Order.in the latter case.NIKE will,at its election.either refund the payment or credit Customer's account.Customer may not cancel an Order after its
acceptance by NIKE.Any Order that conflicts with or that includes provisions(other than item and quantity)in addition to these"Terms and Conditions will have
no force or effect to the extent it is inconsistent or includes additional terms.NiKE will be entitled to accept any Order and to rely on any other written or
telephonic request or notice given by a person that appears to be an employee or agent of Customer. Each Order will be subject to and governed in all respects by
(a)these Terms and Conditions.and(b)if applicable.Customer's credit application and account agreement. Each Order.together with these Terms and Conditions
and,if applicable Customers credit application and account agreement,may be referred to collectively as the"Agreement
2.PRICES:NIKE may correct typographical or other errors in pricing,may reduce or cancel any discounts previously offered to Customer.and may change its
prices at any time.Each Order will be invoiced at the prices prevailing at the time that Order is fully recorded into NIKE's central ordering system.Nothing
contained herein shall obligate Customer to resell the Product at any particular price or on any specific terms and conditions notwithstanding suggested retail prices
published by NiKE.if any.
3.TERMS OF SALE:Customer will pay for all Product by the date-specified on NIKE's invoice,or if none is specified,within 30 days after the date of that
invoice.Any sum not paid when due is subject to a service charge of 1.5%per month or the maximum rate permitted by law,whichever is lower.The amount
reflected in each NIKE invoice will be deemed to be an account stated unless Customer disputes the amount of that invoice in writing within 30 days after the date
that invoice is due.Customer will pay the undisputed portion of each invoice. NIKE has the right to apply paymm ents it receives froCustomer to any of
Customer's invoices and to disregard Customer s instructions to apply payment to any specific invoice. in the event Customer is indebted to NIKE or to any NIKE
affiliate,that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit.
4.SHIPPING;RISK OF LOSS;TITLE:NIKE will ship Product FCA.the NIKE Distribution Center or other shipping point.NIKE is not responsible for any
loss resulting from any delay in shipping or failure to ship.
5.RETURNS:Product that was shipped in accordance with the specifications in the Order is not returnable.If Customer wishes to return Products based on a
claim that they are defective or that they are not comparable to the items that were ordered.Customer may submit to NIKE a request for return:provided.however,
that NIKE will not approve of return requests received by NiKE 30 days or more after delivery of those Products to Customer.NIKE will not issue any refunds or
apply any credits except for items that were approved by NIKE for return.Customer will ship returns at its own expense and will retain title and risk of loss until
receipt by NIKE at the designated return destination.Restocking fees may apply.Any items that are returned without NIKE's approval will be disposed of by
NIKE unless Customer prepays shipping costs for their return to Customer.
6.CUSTOMER'S COVENANTS:
A.The.following applies to Customers that are approved to sell Product at a physical store location(a "brick and mortar"store).
STORES-Except as expressly permitted in subsection 6.13 and/or 6.0 below,or when otherwise approved by NIKE in writing,Customer will not(a)sell Product
under any store name or at any physical store location other than under the store name and at the particular physical store identified in this Credit Application or.in
the case of multiple store locations,at the location to which the Product was shipped(assuming it was an approved location);(b)sell Product other than to retail
consumers physically present at such store location who are purchasing for their personal use and not for resale;or(c)accept orders or sell Product through the
Internet,e-mail or any other electronic channel.except that Customer may advertise Product through those channels to create or enhance consumer awareness of
Product performance features and/or indicate the availability of Product at an authorized store location-so long as Customer complies with Section 9 below.
Customer will at all times provide clean,modern and adequate retail outlet(s)necessary for the proper merchandising and selling of Product.
B.THefollowinq a lies to Customers that are approved to sell Product on a website.
INTERNET SXL S-If NIKE approves Customer for Internet sales,then Customer is authorized to sell Product to retail consumers via the Internet only from the
website or websites identified in the Credit Application or otherwise approved by NIKE in writing(the"Authorized Website(s)")and to deliver that Product only to
consumers with mailing addresses in the United States,its territories and possessions.
(a) The Authorized Website(s)will not be co-branded with the name or other trademarks of any other person or entity.
(b) The Authorized Website(s)will not link to,or providedata feeds to,any transactional website,or permit any transactional website to link to the
Authorized Website(s). For purposes of this Section 6B(b),a"transactional website"means a shopping portal,online marketplace,or other site which either(i)is
capable of acceptin-orders from consumers,or(ii)creates theperception that orders are accepted on t9e site,even if the consumers are in fact redirected to other
websites for order placement. The term"transactional website excludes websites which aggregate images and information about merchandise without conducting
sales transactions.
(c) The Authorized Website(s)will have features and functions that are standard in the industry,including the ability.to:(i)confirm availability or
unavailability of NIKE Product at the time the retail consumer places his or her order,(ii)accept all major creTit cards,(iii)ship within standard time frames with a
choice of overnight;second day air and ground delivery,and(iv)allow retail consumers to search the AuthorizedWebsite(s)and to navigate to a NIKE"concept"
shop in the form of a Web page featuring all Product that Customer sells on the Authorized Website(s)(except for discounted goods,which must be presented on a
separate discount page).
(d) Customer will at all times provideprompt,effective and courteous customer service by telephone for consumers purchasing Product from the Authorized
Website(s)and for other visitors to that or those Website(s).Customer will not(i)permit any fulfillment house or any other third party to fill consumer orders
placed through the Authorized Website(s);or(ii)(iii)use certain trademarked terms,as designated by NIKE,in metadata;or(iv)purchase certain trademarked
terms,as designated by NIKE,as Internet search terms:or(v)use any NIKE trademark in any domain name or URL address.
C.Thefollowing applies to Customers that are approved fora non-retail account.
If NIKE approves Customer for a non-retail account.Customer will distribute Product at no cost to the teams,players and sports participants,and other groups or
individuals specified by NIKE or will sell at no profit(that is,sell at NIKE's invoice price).
7.GENERAL RESTRICTIONS:Customer will not directly or indirectly:(a)sell,consign or otherwise transfer Product(i)outside the United States(and,if a
"brick and mortar"store,other than at the approved physical store location or locations):or(ii)to another retailer,or to an e-taller,distributor,or broker;or(iii)
under circumstances where it knows or should know,based on the circumstances of the transaction,that the Product is intended for resale or will likely be resold:
or(b)purchase or sell,offer to sell,or distribute(including at no cost),counterfeit NIKE goods;or(c)purchase authentic NIKE goods from any thirdparty;or(d)
purchase any NIKE Product from,or sell or offer to sell Product on behalf of or for the account of,any other third party;or(e)if NIKE sets a launch date for a
particular NIKE Product,sell that product prior to the date and time stated by NIKE;or(f) collect or use any sensitive personal data about consumers other than in
_ compliance with industry best practices for security standards,and applicable law.
S.CUSTOMER'S GENERAL REPRESENTATIONS,WARRANTIES AND OBLIGATIONS:
(a)Customer will at all times:(i)use security measures to protect credit card and other personally identifiable information from unauthorized access or use in a
manner consistent with industry best practices and applicable law;(ii)render full,prompt,effective and courteous service before.during and after the retail sale of
Product:(iii)vigorously,encourage the retail sale of Product;(iv)meet or exceed any nummum sales volume established by NIKE from time to time:(v)establish
and maintain,independently and in comm�ction with NIKE,advertising and marketing policies and methods that emphasize the quality and performance of the
Product;and(vi)comply with applicable law in connection with performance of its o9ligations under the Agreement.
(b)Customer represents and warrants,and each time Customer submits an Order,Customer will be deemed to have represented and warranted,that(i)it wishes to
= purchase Product solely for business purposes and not for personal,family or household purposes;and(ii)the most recent financial information provided by
Customer is true.accurate and complete as of the dates indicated in that information and that there has been no material adverse change in Customer's business,
prospects or financial condition since those dates.
Page 2 of 4
. . NIKE GOLF Customer Number: 272920 Invoice Number: 958478770
Nike Order Number: 873576133 Invoice Date: 03/18/2014
INVOICE Nike Delivery Number: 320090390 Terms: Net 120
Customer PO No: SHOES AND SOCKS Terms begin as of: 03/18/2014
Ordered by: Due Date: 07/16/2014
DUNS#:05-095-7364 Ordered on: 09/18/2013 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
Shipped From: Nike Golf: Memphis
Date Shipped: 03/18/2014
Order Type: Futures Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 7.540; 12.370;3.130;
Bill of Lading Number:
Pro number:
Tracking Number: 217508282810747;217508282810990;217508282823945;
Packing list Number: 16391031
Number of Cartons: 3
Special Label Instructions:
Ship-to ID:272920
Store ID:272920
Wholesale Amount Sales Net of Discount Freight Total
457.50 457.50 30.31 487.81
Page 4 of 4
(c) Customer has received and reviewed Nike's policy regarding Gifts,Gratuities and Other Payments,available from Nike upon request. Customer shall not
take any action that could reasonably be expected to violate the policy or induce a Nike employee to violate the policy. In particular,but without limiting the
preceding sentence.Customer shall not(a)give a cash gift in any amount to a Nike employee.(b)give a non-cash gift worth more than$200 to a Nike employee,
or(c)give a gift of any kind to any relative,friend,associate or charitable organization favored by a Nike employee if there is any implied expectation of a return
favor.
9.TRADEMARKS:Customer acknowledges NIKE's sole ownership of and exclusive right,title and interest in and to the name"NIKE,"the name"Jordan,"the
NIKE Swoosh logo design,the Jordan"Jumpman"logo,and all other trademarks owned by NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes
that the NIKE Trademarks possess substantial goodwill and agrees that it will not use or display NIKE Trademarks in a manner that would disparage or damage
them,or represent that it has any ownership in,or attempt to license,the NIKE Trademarks.All goodwill associated with Customer's use of the NIKE Trademarks
will be owned exclusively by NIKE.Customer will comply with NIKE's latest trademark usage guidelines,which NIKE may provide and circulate from time to
time,as well as any other policies governing the use of( NIKE logos and other trademarks,and(ii)product and athlete images and other copyrighted materials.
Upon request by NIKE,Customer will submit to NIKE.ffor its review,any public statements about NIKE or advertising materials bearing NIKE trademarks.
Product images,athlete i nages,or Product descriptions.If NIKE does not approve such materials in writing,within five business days,t ie materials shall be
deemed rejected and Custoer shall cease any use of the rejected materials.Customer will not use an),niA-s confusingly similar to the NIKE Trademarks or use
the NIKE Tm
Trademarks in combination with other trademarks.Customer will notify NIKE in writing of any infringement or improper use oftheNIKE Trademarks
that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and the`NIKE're utation for quality are extremely valuable to NIKE,
and that NIKE does not authorize Customer to 01 any damaged or defective NIKE Product. Accordingly.Customer agrees that NIKE Product which may be
damaged or defective,for any reason,shall be,at NIKE's sole election either returned to NIKE or disposed of according to NIKE's instructions. NIKE and its
agents shall have the right to witness such destruction.
10.LIMITED REMEDY;DISCLAIMER OF IMPLIED WARRANTIES:If any Product is defective.NIKE's sole and exclusive liability to Customer will be.
at NIKE's election,if the defect is material,to either(a)replace that defective Product or(b)refund the amount Customer paid NIKE for that defective Product.AS
BETWEEN CUSTOMER AND NIKE.NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES.EXPRESS AND IMPLIED.
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,TITLE AND NONINFRINGEMENT.
11.LIMITATION ON DAMAGES AND ACTIONS:NIKE WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT,INTERRUPTION OF BUSINESS OR
ANY SPECIAL,CONSEQUENTIAL.INCIDENTAL.INDIRECT.SPECIAL.EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR SUSTAINED BY
CUSTOMER OR ANY OTHER PERSON.ANY ACTION(OTHER THAN FOR FAILURE TO PAY FOR GOODS DELIVERED)MUST BE COMMENCED
WITHIN ONE YEAR FROM THE EARLIER OF THE DATE OF DELIVERY OF THE NIKE PRODUCT OR THE DATE OF THE ORDER GIVING RISE TO
THE CLAIM.1N NO EVENT WILL NIKE'S LIABLITY TO CUSTOMER EXCEED.FOR DEFECTIVE PRODUCT,THE AMOUNT CUSTOMER PAID
NIKE FOR THE PRODUCT GIVING RISE TO THE CLAIM.AND FOR ALL OTHER CLAIMS.THE AMOUNT CUSTOMER PAID NIKE WITHIN THE
THREE-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.These limitations will apply regardless of whether the legal theory of liability for
damages arises under contract,tort(including negligence and strict liability),or any other theory.
12.MODIFICATION:NIKE may at any time.in NIKE's sole discretion.modify its Terms and Conditions of sale.Each Order will be governed by the Terms and
Conditions in effect at the time Customer submits that Order.Accordingly.Customer will review the then-current version of the Terms and Conditions(available at
the Nike.net website,in the catalogue,or by request from NIKE)before placing each Order.An Order that has been accepted by NIKE may be modified only by a
written instrument which expresses an intent to amend.identifies the provision to be amended,and is signed by an authorized representative of NIKE.
13.CONFIDENTIALITY.
A. Non-Disclosure. Customer acknowledges that it may have access to information owned or controlled by NIKE or NIKE's Affiliates,disclosure of which would
cause substantial or irreparable harm to NIKE("Confidential Information.")Confidential Information includes the NIKE's marketing plans.information regarding
future releases of NIKE Product,and any other non-public material disclosed to Customer or to which Customer gains access.Customer shallrotect NIKE's
Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade
secrets,but in any event no less t9an reasonable care.Customer shall make Confidential Information available only to those employees of Customer who need to
know the information in connection with Customer's business,and shall not disclose Confidential Information to any third party.
B. Publicity Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE
or NIKE Products.Customer will not answer questions or give statements about its relationship with NIKE or discuss NIKE Products under circumstances where
Customer knows or has reason to believe that the purpose of the request is to create content for publication in film,television.radio,print or online media,
including blogging.Customer will not hold itself out as a representative of NIKE in any interview or statement,whether or not it is recorded,and whether or not it
is intended for such publication.
C. Idea Submission. If Customer chooses to submit to NIKE or share with NIKE any business plans,product or marketing ideas,or other materials,Customer
agrees that(i)NIKE is not subject to any restrictions in using such materials;Customer hereby grants to NIKE an irrevocable license to use such materials,without
compensation to Customer;and(n)NIKE is under no obligation to use such plans,ideas,or other materials,or to commercially exploit them in any territory.
14.SEVERABILITY\WAIVER\CONSTRUCTION:If a court of competent jurisdiction determines that any provision of the Agreement is invalid or
unenforceable for any reason,that determination will not affect any other provision unless enforcement of the remaining provisions would be grossly inequitable
under the circumstances or would frustrate the primary purpose of the Agreement.A party's delay or failure to enforce or insist on strict compliance with any of the
provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement,and a party's waiver of any right related to the Agreement on one
occasion will not waive any other right,constitute a continuing waiver or waive that right on any other occasion.Customer bias had the opportunity to consult with
its attorney in connection with these Terms and Conditions an-d the rest of the Agreement and to have the Agreement reviewed by its attorney:therefore,no rule of
construction or interpretation that disfavors NIKE or that favors Customer will apply to its interpretation.
15.ATTORNEYS'FEES\GOVERNING LAWWORUM SELECTION:Customer will pay all costs,collection agency fees,expenses,reasonable attorney fees
(whether incurred prior to,at trial or on appeal)incurred by NIKE in connection with the collection of any past due sums.The Agreement.and all disputes arising
out of the Agreement or out of the relationship between NIKE and Customer,will be governed by the laws of the state of Oregon. THE UNITED NATIONS
CONVENTf6N ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer irrevocably consents to the jurisdiction of
the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any
objection that such venue is an inconvenient forum.Customer will ne:initiate an action against NIKE in any other jurisdiction.NIKE may bring an action in any
forum.
16.FORCE MAJEURE:If it becomes impossible for either Customer or NIKE to perform its obligations under the Agreement as a result of fire,flood,
earthquake,or other natural disaster,that party's performance may be delayed for the duration of the force majeure event.except that nothing in this Section 16 will
excuse Customer from its payment obligations.
17.RESTRICTION ON ASSIGNMENT:Customer will not assign any right conferred herein by NIKE without the prior written consent of an authorized NIKE
representative.A change of control of Customer by stock sale or girt,merger,operation of law,by contract,or otherwise,will be deemed an assignment for
ppurrpposes of this Section.Any attempted assignment or delegation by Customer will be void. NIKE may grant,withhold or condition its consent to assignment in
NIKE's sole discretion.If NIKE authorizes an assignment or delegation,that authorization will not release Customer from any of its obligations under tie
Agreement unless(a)the authorization expressly releases Customer;(b)the assignee or delegate agrees in writing to be bound by the Agreement;and(c)any
agreement between Customer and the assignee or delegate states that NIKE has ire right to enforce Customer's rights against the assignee or delegate.
IS.SET-OFF:In the event Customer is indebted to NIKE or to any NIKE affiliate,that debt may be offset against credits otherwise owing to Customer to reduce
or eliminate the credit.
19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be
construed to create a partnership,joint venture or any other relationship.
20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and
supersedes prior and contemporaneous oral and written agreements.commitments and understandings concerning that subject matter.
Page 3 of 4
VOUCHER NO. WARRANT NO.
ALLOWED 20
Nike USA, Inc.
IN SUM OF $
P.O. Box 847648
Dallas, TX 75284-7648
$3,217.36
ON ACCOUNT OF APPROPRIATION FOR
Brookshire Golf Club
PO#/Dept. INVOICE NO. ACCT#/TITLE AMOUNT Board Members
1207 I 958478770 I 43-560.06 I $487.81 1 hereby certify that the attached invoice(s), or
1207 958478771 43-560.07 f $2,729.55 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
Monday, March 24, 2014
A-�v r
1
l
Director, Brookshlr YSolf Club
Title
Cost distribution ledger classification if
claim paid motor vehicle highway fund
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))
03/18/14 I 958478770 I Soft Goods I $487.81
03/18/14 I 958478771 I Balls I $2,729.55
1 hereby certify that the attached invoice(s), or bill(s), is (are)true and correct and I have audited same in accordance
with IC 5-11-10-1.6
120
Clerk-Treasurer
NAGE GOLF b/ Customer Number: 272920 Invoice Number: 958315658
`/ Nike Order Number: 873583332 Invoice Date: 03/14/2014
IN
`� Y OICE Nike Delivery Number: 320091962 Terms: Net 120
Customer PO No: GG BAKER FREE Terms begin as of: 03/14/2014
Ordered by: Due Date: 07/12/2014
DUNS#:05-095-7364 Ordered on: 09/19/2013 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
MAIL TO DELIVER GOODS TO
CITY OF CARMEL CITY OF CARMEL
BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY
12120 BROOKSHIRE PKWY 272920
CARMEL IN 46033-3314 BROOKSHIRE GOLF CLUB
CARMEL IN 46033-3314
Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total
Product Code Ordered Shipped Unit Price Price
GG0446-160 WMN NIKE SUMMERLIT ML EA 6 6 7.50 0.00
L EA 6 6 7.50 0.00
"Subtotals 12 12 90.00 0.00
Shipped From: Nike Golf: Memphis
Date Shipped: 03/14/2014
Order Type: Futures Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 2.050;
Bill of Lading Number:
Pro number:
Tracking Number: 217508282745155;
Packing list Number: 16375723
Number of Cartons: 1
Special Label Instructions:
Ship-to ID:272920
Store ID:272920
Wholesale Amount Sales Net of Discount Freight Total
90.00 0.00 8.85 8.85
All Nike USA,Inc.products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by
Nike. A service charge of I '/z% per month will be charQedfon all past due invoices. Antic'pation discounts are not allowed. No returns without prior
authorization from Nike. Shortage claims must be made within 30 days of receipt. All collection tees and costs must be paid by purchaser. Detailed terms and
conditions on reverse side of page 1.
Please remit to: NIKE USA, Inc.
PO Box 847648
Dallas 75284-7648 US
Page 1 of 3
NIKE USA,Inc.
TERMS AND CONDITIONS OF SALE
NiKE USA.Inc.("NIKE")offers certain goods bearing NIKE Trademarks(asdefined below)("Product")for sale to retailers that have been authorized by NIKE to
make purchases of such Product("Customers.") By sdbiritting an order to NIKE(each,an"Order"),Customer agrees that such Order will be governed by the
terms and conditions of sale("the Terms and Conditions")in effect at the time the Order is submitted. The Terms and Conditions that are current as of July L 2011
are set forth below.
I.ORDERS:All Orders submitted by Customer are subject to acceptance by NIKE.The preparation of a purchase order by a sales representative of NIKE,the
submission by Customer of a purchase order to NIKE.or the acknowledgement by NIKE of receipt of a,purchase order(Order"confirmation")shall not constitute
NIKE's acceptance of that Order.NIKE may in its sole discretion accep[all or any part of an Order or substitute compparable Product.for.the items that wei�e.. -
ordered,in either case by shipping Product.NIKE may at any time refuse to ship Product for.any reason.even ifrNIKE.has,received payment for the applicable.
Order and/or has confirmed that Order on NIKE.net of otherwise.NIKE will in its sole discretion determine which of NIKE'S products are made available to
Customer for Orders,and determine how to allocate Product among Customer and NiKE's other customers.Accordingly.NiKE reserves the right to discontinue
product lines and to make changes in goods offered at any time.Unless Customer complies with Section 5 regarding returns.Customer will be deemed to have
accepted those substitute goods on the terms outlined in NiKE's invoice.NiKE may cancel an Order at any time because the Order contains an incorrect price,
requests Product that Customer is not authorized to sell,or for any other reason,even if NiKE has acknowledged or confirmed that Order or has received payment
for that Order.In the latter case,NiKE will,at its election,either refund the payment or credit Customer's account.Customer may not cancel an Order after its
acceptance by NIKE.Any Order that conflicts with or that includes provisions(other than item and quantity)in addition to these Terms and Conditions will have
no force or effect to the extent it is inconsistent or includes additional terms.NIKE will be entitled to accept any Order and to rely on any other written or
telephonic request or notice given by a person that appears to be an employee or agent of Customer. Each Order will be subject to and governed in all respects by
(a)these Terms and Conditions,and(b)if applicable,Customer's credit application and account agreement. Each Order,together with these Terms and Conditions
and,if applicable Customer's credit application and account agreement,may be referred to collectively as the"Agreement".
2.PRICES:NIKE may correct typographical or other errors in pricing,may reduce or cancel any discounts previously offered to Customer,and may change its
prices at any time.Each Order will be invoiced at theprices prevailing at the time that Order is fully recorded into NIKE's central ordering system.Nothing
contained herein shall obligate Customer to resell the Product at any particular price or on any specific terns and conditions notwithstanding suggested retail prices
published by NiKE.if any.
3.TERMS OF SALE:Customer will pay for all Product by the date specified on NIKE's invoice,or if none is specified,within 30 days after the date of that
invoice.Any sum not paid when due is subject to a service charge of 1.5%per month or the maximum rate permitted bylaw.whichever is lower.The amount
reflected in each NIKE invoice will be deemed to be an account stated unless Customer disputes the amount of that invoice in writing within 30 days after the date
that invoice is due.Customer will pay the undisputed portion of each invoice. NIKE has the right to applypayments it receives from Customer to any of
Customer's invoices and to disregard Customers instructions to apply payment to any specific invoice. In the event Customer is indebted to NIKE or to any NIKE
affiliate,that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit.
4.SHIPPING;RISK OF LOSS;TITLE:NIKE will ship Product FCA,the NIKE Distribution Center or other shipping point.NIKE is not responsible for any
loss resulting from any delay in shipping or failure to ship.
5.RETURNS:Product that was shipped in accordance with the specifications in the Order is not returnable.If Customer wishes to return Products based on a
claim that they are defective or that they are not comparable to the items that were ordered.Customer may submit to NIKE a request for return:provided,however.
that NIKE will not approve of return requests received by NIKE 30 days or more after delivery of those Ijroducts to Customer.NIKE will not issue any refunds or
apply any credits except for items that were approved by NIKE for return.Customer will ship returns at its own expense and will retain title and risk of loss until
receipt by NIKE at the designated return destination.Restocking fees may apply.Any items that are returned without NIKE's approval will be disposed of by
NIKE unless Customer prepays shipping costs for their return to Customer.
6.CUSTOMER'S COVENANTS:
A.The following applies to Customers that are approved to sell Product at a physical store location(a "brick and mortar"store).
STORES-Except as expressly permitted in subsection 6.13 and/or 6.0 below,or when otherwise approved by NIKE in writing.Customer will not(a)sell Product
under any store name or at any physical store location other than under the store name and at the particular physical store identified in this Credit Application or,in
the case of multiple store locations,at the location to which the Product was shipped(assuming it was an approved location):(b)sell Product other than to retail
consumers physically present at such store location who are purchasing for[herr personal use and not for resale;or(c)accept orders or sell Product through the
Internet,e-mail or any other electronic channel,except that Customer may advertise Product through those channels to create or enhance consumer awareness of
Product performance features and/or indicate the availability of Product at an authorized store location so long as Customer complies with Section 9 below.
Customer will at all times provide clean,modern and adequate retail outlet(s)necessary for the proper merchandising and selling of Product.
B.The ollowin�upplies to Customers that are approved to sell Product on a website.
INTERNET SALES-If NIKE approves Customer for Internet sales.then Customer is authorized to sell Product to retail consumers via the Internet only from the
website or websites identified in the Credit Application or otherwise approved by NIKE in writing(the"Authorized Website(s)")and to deliver that Product only to
consumers with mailing addresses in the United States,its territories and possessions.
(a) The Authorized Website(s)will not be co-branded with the name or other trademarks of any other person or entity.
(b) The Authorized Website(s)will not link to,or provide data feeds to,any transactional website,or permit any transactional website to link to the
Authorized Website(s). For urposes of this Section 6B(b),a"transactional website"means a shopping portal,online marketplace,or other site which either(i)is
capable of acce tin-orders from consumers.or(ii)creates the perception that orders are accepted on the site,even if the consumers are in fact redirected to other
websites for order placement. The term"transactional website' excludes websites which aggregate images and information about merchandise without conducting
sales transactions.
(c) The Authorized Website(s)will have features and functions that are standard in the industry,including the ability to:(i)confirm availability or
unavailability of NIKE Product at the time the retail consumer places his or her order,(ii)accept all major cre�fit cards,(iii)ship within standard rime frames with a
choice of overnight,second day air and ground delivery,and(iv)allow retail consumers to search the Authorized Website(s)and to navigate to a NIKE"concept"
shop in the form of a Web page featuring all Product that Customer sells on the Authorized Website(s)(except for discounted goods,which must be presented on a
separate discount page).
(d) Customer will at all times provide prompt,effective and courteous customer service by telephone for consumers purchasing Product from the Authorized
Website(s)and for other visitors to that or those Website(s).Customer will not(i)permit any fulfillment house or any other third party to fill consumer orders
placed through the Authorized Website(s);or(ii)(iii)use certain trademarked terms,as designated by NIKE,in metadata;or(iv)purchase certain trademarked
terms,as designated by NIKE,as Internet search terms:or(v)use any NIKE trademark in any domain name or URL address.
C.Thefollowing applies to Customers that are approved for a non-retail account.
If NIKE approves Customer for a non-retail account.Customer will distribute Product at no cost to the teams,players and sports participants.and other groups or
individuals specified by NIKE or will sell at no profit(that is,sell at NIKE's invoice price).
7.GENERAL RESTRICTIONS:Customer will not directly or indirectly:(a)sell,consign or otherwise transfer Product(i)outside the United States(and,if a
"brick and mortar"store,other than at the approved physical store location or locations):or(ii)to another retailer,or to an e-tailer,distributor,or broker;or(iii)
under circumstances where it knows or should know,based on the circumstances of the transaction,that the Product is intended for resale or will likely be resold;
or(b)purchase or sell,offer to sell,or distribute(including at no cost),counterfeit NiKE goods;or(c)purchase authentic NIKE goods from any third arty;or(d)
purchase any NIKE Product from,or sell or offer to sell Product on behalf of or for the account of,any other third party;or(e)if'NIKE sets a launch date for a
particular NIKE Product,sell that product prior to the date and time stated by NIKE;or(f) collect or use any sensitive personal data about consumers other than in
compliance with industry best practices for security standards,and applicable law.
S.CUSTOMER'S GENERAL REPRESENTATIONS,WARRANTIES AND OBLIGATIONS:
(a)Customer will at all times:(i)use security measures torotect credit card and other personally identifiable information from unauthorized access or use in a
manner consistent with industry best practices and applicable law;(ii)render full,prompt:effective and courteous service before.during and after the retail sale of
io Product;(iii)vigorously encourage the retail sale of Product;(iv)meet or exceed any minimum sales volume established by NIKE from time to time;(v)establish
and maintain,independently and in conjunction with NIKE,advertising and marketing policies and methods that emphasize the quality and performance of the
Product:and(vi)comply with applicable law in connection with performance of its obligations under the Agreement.
(b)Customer represents and warrants,and each time Customer submits an Order,Customer will be deemed to have represented and warranted,that(i)it wishes to
purchase Product solely for business purposes and not for personal,fanuly or household purposes;and(ii)the most recent financial information provided by
Customer is true,accurate and complete as of the dates indicated in that information and that there has been no material adverse change in Customer's business.
prospects or financial condition since those dates.
Page 2 of 3
(c) Customer has received and reviewed Nike's policy regarding Gifts,Gratuities and Other Payments,available from Nike upon request. Customer shall not
take any action that could reasonably be expected to violate the pAcy or induce a Nike employee to violate the policy. In particular,but without limiting the
preceding sentence.Customer shall not(a)give a cash gift in any amount to a Nike employee,(b)give a non-cash gift worth more than$200 to a Nike employee,
or(c)give a gift of any kind to any relative,friend,associate or charitable organization favored by a Nike employee if there is any implied expectation of a return
favor.
9.TRADEMARKS:Customer acknowledges NIKE's sole ownership of and exclusive right,title and interest in and to the name"NIKE."the name"Jordan."the
NIKE Swoosh logo design,the Jordan"Jurripman"logo.and all other trademarks owned 1`y NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes
that the NIKE TrademA-s possess substantial goodwill and agrees that it will not use or display NIKE Trademarks in a manner that would disparage or damage
them,or represent that it has any ownership in,or attempt to license.the NIKE Trademarks.An goodwill associated with Customer's use of the NICE Trademarks
will be owned exclusively by NIKE.Customer will comply with NIKE's latest trademark usage guidelines,which NIKE may provide and circulate from time to
time,as well as any other policies governing the use of(i)NIKE logos and other trademarks.and-(u)product and athlete images and other copyrighted materials
Upon request by NIKE.Customer will submit to NIKE,for its review,any public statements about NIKE or advertising materials bearing NIKE"trademarks.
Product images;'athlete images,or Product descriptions.If NIKE does not approve such materials in writing,within five business days,t9e materials shall be
deemed rejected and Customer shall cease any use of the rejected materials.Customer will not use any marks confusingly similar to the NIKE Trademarks or use
the NIKE Trademarks in combination with other trademarks.Customer will notify NIKE in writing of any infringement or improper use of the NIKE Trademarks
that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and the NIKE reputation for quality are extremely valuable to NIKE.
and that NIKE does not authorize Customer to sell any damaged or defective NIKE Product. Accordingly,Customer agrees that NIKE Product which may be
damaged or defective.for any reason,shall be.at NIKE's sole election,either returned to NIKE or disposed of according to NIKE's instructions. NIKE and its
agents shall have the right to witness such destruction.
10.LIMITED REMEDY;DISCLAIMER OF IMPLIED WARRANTIES:If any Product is defective.NIKE's sole and exclusive liability to Customer will be,
at NIKE's election,if the defect is material,to either(a)replace that defective Product or('b)refund the amount Customer paid NIKE for that defective Product.AS
BETWEEN CUSTOMER AND NIKE,NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES,EXPRESS AND IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,TITLE AND NONINFRINGEMENT.
11.LIMITATION ON DAMAGES AND ACTIONS:NIKE WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT,INTERRUPTION OF BUSINESS OR
ANY SPECIAL,CONSEQUENTIAL.INCIDENTAL.INDIRECT.SPECIAL,EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR SUSTAINED BY
CUSTOMER OR ANY OTHER PERSON.ANY ACTION(OTHER THAN FOR FAILURE TO PAY FOR GOODS DELIVERED)MUST BE COMMENCED
WITHIN ONE YEAR FROM THE EARLIER OF THE DATE OF DELIVERY OF THE NIKE PRODUCT OR THE DATE OF THE ORDER GIVING RISE TO
THE CLAIM.IN NO EVENT WILL NIKE'S LIABLITY TO CUSTOMER EXCEED.FOR DEFECTIVE PRODUCT.THE AMOUNT CUSTOMER PAID
NIKE FOR THE PRODUCT GIVING RISE-TO THE CLAIM.AND FOR ALL.OTHER CLAIMS.THE AMOUNT CUSTOMER PAID NIKE WITHIN THE
THREE-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.These limitations will apply regardless of whether the legal theory of liability for
damages arises under contract,tort(including negligence and strict liability),or any other theory.
12.MODIFICATION:NIKE may at any time.in NIKE's sole discretion,modify its Terms and Conditions of sale.Each Order will be governed by the Terms and
Conditions in effect at the time Customer submits that Order.Accordingly,Customer will review the then-current version of the Terms and Conditions(available at
the Nike.net website.in the catalogue,or by request from NIKE)before placing each Order.An Order that has been accepted by NIKE may be modified only by a
written instrument which expresses an intent to amend,identifies the provision to be amended,and is signed by an authorized representative of NIKE.
13.CONFIDENTIALITY.
A. Non-Disclosure. Customer acknowledges that it may have access to information owned or controlled by NIKE or NIKE's Affiliates,disclosure of which would
cause substantial or irreparable harm to NIKE("Confidential Information.")Confidential Information includes the NIKE's marketing plans,information regarding
future releases of NIKE Product.and any other non-public material disclosed to Customer or to which Customer gains access.Customer shallrotect NIO's
Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade
secrets,but in any event no less than reasonable care.Customer shall make Confidential Information available only to those employees of Customer who need to
know the information in connection with Customer's business,and shall not disclose Confidential Information to any third party.
B. PubliciA3 Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE
or NIKE Products.Customer will not answer questions or give statements about its relationship with NIKE or discuss NIKE Products under circumstances where
Customer knows or has reason to believe that the purpose of the request is to create content for publication in film,television.radio,print or online media,
including blogging.Customer will not hold itself out as a representative of NIKE in any interview or statement,whether or not it is recorded,and whether or not it
is intended for such publication.
C. Idea Submission. If Customer chooses to submit to NIKE or share with NIKE any business plans,product or marketing ideas,or other materials,Customer
agrees that(i)NIKE is not subject to any restrictions in using such materials:Customer hereby grants to NIKE an irrevocable license to use such materials,without
compensation to Customer;and(ii)NIKE is under no obligation to use such plans,ideas,or other materials,or to commercially exploit them in any territory.
14.SEVERABILITY\WAIVER\CONSTRUCTION:If a court of competent jurisdiction determines that any provision of the Agreement is invalid or
unenforceable for any reason,that determination will not affect any other provision unless enforcement of the remaining provisions would be grossly inequitable
under the circumstances or would frustrate the primary purpose of the Agreement.A party's delay or failure to enforce or insist on strict compliance with any of the
provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement,and a party's waiver of any right related to the Agreement on one
occasion will not waive any other right,constitute a continuing waiver or waive that tight on any other occasion.Customer has had the opportunity to consult with
its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney;therefore,no rule of
construction or interpretation that disfavors NIKE or that favors Customer will apply to its interpretation.
15.ATTORNEYS'FEES\GOVERNING LAWWORUM SELECTION:Customer will pay all costs,collection agency fees.expenses,reasonable attorney fees
(whether incurred prior to,at trial or on appeal)incurred by NIKE in connection with the collection of any past due sums.The Agreement,and all disputes arising
out of the Agreement or out of the relationship between NIKE and Customer,will be governed by the laws of the state of Oregon. THE UNITED NATIONS
CONVENTCON ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer irrevocably consents to the jurisdiction of
the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any
objection that such venue is an inconvenient forum.Customer will not initiate an action against NIKE in any other jurisdiction.IfIKE may bring an action in any
forum.
16.FORCE MAJEURE:If it becomes impossible for either Customer or NIKE to perform its obligations under the Agreement as a result of fire,flood,
earthquake,or other natural disaster,that party's performance may be delayed for the duration of the force majeure event,except that nothing in this Section 16 will
excuse Customer from its payment obligations.
17.RESTRICTION ON ASSIGNMENT:Customer will not assign any right conferred herein by NIKE without the prior written consent of an authorized NIKE
representative.A change of control of Customer by stock sale or gift,merger,operation of law,by contract,or otherwise,will be deemed an assignment for
ppurrppto
oses of this Section.Any attempted assignment or delegation by Customer will be void. NIKE may grant,withhold or condition its consent to assignment in
NIKE's sole discretion.If NIKE authorizes an assignment or delegation,that authorization will not release Customer from any of its obligations under the
Agreement unless(a)the authorization expressly releases Customer;(b)the assignee or delegate agrees in writing to be bound by the Agreement;and(c)any
agreement between Customer and the assignee or delegate states that NIKE has the right to enforce Customer's rights against the assignee or delegate.
18.SET-OFF:In the event Customer is indebted to NIKE or to any NIKE affiliate,that debt may be offset against credits otherwise owing to Customer to reduce
or eliminate the credit.
19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be
construed to create a partnership,joint venture or any other relationship.
20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and
supersedes prior and contemporaneous oral and written agreements,commitments and understandings concerning that subject matter.
Page 3 of 3
. . 111 KE G O LF 4/ Customer Number: 272920 Invoice Number: 958411336
Nike Order Number: 873576133 Invoice Date: 03/14/2014
INVOICE Nike Delivery Number: 321342156 Terms: Net 120
Customer PO No: SHOES AND SOCKS Terms begin as of: 03/14/2014
Ordered by: Due Date: 07/12/2014
DUNS#:05-095-7364 Ordered on: 09/18/2013 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
MAIL TO DELIVER GOODS TO
CITY OF CARMEL CITY OF CARMEL
BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY
12120 BROOKSHIRE PKWY 272920
CARMEL IN 46033-3314 BROOKSHIRE GOLF CLUB
CARMEL IN 46033-3314
Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total
Product Code Ordered Shipped Unit Price Price
611510-003 NIKE A IMPACT 10 PR 1 1 80.00 76.80 76.80
10.5 PR 1 1 80.00 76.80 76.80
11 PR 1 1 80.00 76.80 76.80
11.5 PR 1 1 80.00 76.80 76.80
12 PR 1 1 80.00 76.80 76.80
13 PR 1 1 80.00 76.80 76.80
"Subtotals 6 6 480.00 460.80 460.80
611510-400 NIKE FI IMPACT 9 PR 1 1 80.00 76.80 76.80
9.5 PR 1 1 80.00 76.80 76.80
10 PR 1 1 80.00 76.80 76.80
10.5 PR 1 1 80.00 76.80 76.80
11 PR 1 1 80.00 76.80 76.80
12 PR 1 1 80.00 76.80 76.80
"Subtotals 6 6 480.00 460.80 460.80
612671-100 WMNS NIKE LUNAR SA 7 PR 1 1 50.00 48.00 48.00
8 PR 1 1 50.00 48.00 48.00
8.5 PR 1 1 50.00 48.00 48.00
9 PR 1 1 50.00 48.00 48.00
'"Subtotals 4 4 200.00 192.00 192.00
612671-102 WMNS NIKE LUNAR SA 7.5 PR 1 1 50.00 48.00 48.00
8 PR 1 1 50.00 48.00 48.00
8.5 PR 1 1 50.00 48.00 48.00
9.5 PR 1 1 50.00 48.00 48.00
"Subtotals 4 4 200.00 192.00 192.00
628340-600 NIKE LUNAR ASCEND 9.5 PR 1 1 65.00 62.40 62.40
10 PR 1 1 65.00 62.40 62.40
10.5 PR 1 1 65.00 62.40 62.40
11 PR 1 1 65.00 62.40 62.40
11.5 PR 1 1 65.00 62.40 62.40
12 PR 1 1 65.00 62.40 62.40
"Subtotals 6 6 390.00 374.40 374.40
628533-001 NIKE AIR RIVAL III 9.5 PR 1 1 48.00 46.08 46.08
10 PR 1 1 48.00 46.08 46.08
10.5 PR 1 1 48.00 46.08 46.08
11 PR 1 1 48.00 46.08 46.08
All Nike USA,Inc.products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by
Nike. A service charge of 1 '/z% per month will be charge&on all past due invoices. Anticipation discounts are not allowed. No returns without prior
authorization from Nike. Shortage claims must be made within 30 days of receipt. All collection tees and costs must be paid by purchaser. Detailed terms and
conditions on reverse side of page 1.
Please remit to: NIKE USA,Inc.
PO Box 847648
Dallas 75284-7648 US
Page 1 of 4
NIKE USA,Inc.
TERMS AND CONDITIONS OF SALE
NIKE USA,Inc.("NIKE")offers certain goods bearing NIKE Trademarks(asdefined below)("Product")for sale to retailers that have been authorized by NIKE to
make purchases of such Product("Customers.") By submitting an order to NIKE(each,an"Order'),Customer agrees that such Order will be governed by the
terms and conditions of sale("the Terms and Conditions")in effect at the time the Order is submitted. The Terms and Conditions that are current as of July 1,2011
are set forth below.
1.ORDERS:All Orders submitted by Customer are subject to acceptance by NIKE.The preparation of a purchase order by a sales representative of NIKE,the
submission by Customer of a purchase order to NIKE.or the acknowledgement by NIKE of receipt of a purchase order(Order"confirmation")shall not constitute
NIKE's acceptance of that Order.NIKE may in its sole discretion accept all or any part of an Order or,substitute comparable.Product.for the-items,that were ,
ordered,in either case by shipping Product.NIKE may at any time refuse to ship Product for any reason,even if NIKE has received payment'for the applicable
Order and/or has confirmed that Order on NIKE.net or otherwise.NIKE will in its sole discretion determine which of NIKE's products are made available to
Customer for Orders,and determine how to allocate Product among Customer and NIKE's other customers.Accordingly,NIKE reserves the right to discontinue
product lines and to make changes in goods offered at any time. Unless Customer complies with Section 5 regarding returns.Customer will be deemed to have
accepted those substitute goods on the terms outlined in NIKE's invoice.NIKE may cancel an Order at any time because the Order contains an incorrect price .
requests Product that Customer is not authorized to sell,or for any other reason,even if NIKE has acknowledged or confirmed that Order or has received payment
for that Order.In the latter case,NIKE will,at its election.either refund the payment or credit Customer's account.Customer may not cancel an Order after its
acceptance by NIKE.Any Order that conflicts with or that includes provisions(other than item and quantity)in addition to these Terms and Conditions will have
no force or effect to the extent it is inconsistent or includes additional terms.NIKE will be entitled to accept any Order and to rely on any other written or
telephonic request or notice given by a pet-son that appears to be an employee or agent of Customer. Each Order will be subject to and governed in all respects by
(a)these Terms and Conditions,and(b)if applicable.Customer's credit application and account agreement. Each Order,together with these Terms and Conditions
and,if applicable Customer's credit application and account agreement.may be referred to collectively as the"Agreement".
2.PRICES:NIKE may correct typographical or other errors in pricing,may reduce or cancel any discounts previously offered to Customer,and may change its
prices at any time.Each Order will be invoiced at the prices prevailing at the time that Order is fully recorded into NIKE's central ordering system.Nothing
contained herein shall obligate Customer to resell the Product at any particular price or on any specific terms and conditions notwithstanding suggested retail prices
published by NIKE,if any.
3.TERMS OF SALE:Customer will pay for all Product by the date specified on NIKE's invoice,or if none is specified,within 30 days after the date of that
invoice.Any sum not paid when due is subject to a service charge of 1.5%per month or the maximum rate permitted bylaw.whichever is lower.The amount
reflected in each NIKE invoice will be deemed to be an account stated unless Customer disputes the amount of that invoice in writing within 30 days after the date
that invoice is due.Customer will pay the undisputed portion of each invoice. NIKE has the right to apply payments it receives from Customer to any of
Customer's invoices and to disregard Customer s instructions to apply payment to any specific invoice. In the event Customer is indebted to NIKE or to any NIKE
affiliate,that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit.
4.SHIPPING;RISK OF LOSS;TITLE:NIKE will ship Product FCA,the NIKE Distribution Center or other shipping point.NIKE is not responsible for any
loss resulting from any delay in shipping or failure to ship.
5.RETURNS:Product that was shipped in accordance with the specifications in the Order is not returnable.If Customer wishes to return Products based on a
claim that thev are defective or that they are not comparable to the items that were ordered,Customer may submit to NIKE a request for return;provided,however,
that NIKE will not approve of return requests received by NIKE 30 days or more after delivery of those Products to Customer.NIKE will not issue any refunds or
apply any credits except for items that were approved by NIKE for return.Customer will ship returns at its own expense and will retain title and risk of loss until
receipt by NIKE at the designated return destination.Restocking fees may apply.Any items that are returned without NIKE's approval will be disposed of by
NIKE unless Customer prepays shipping costs for their return to Customer.
6.CUSTOMER'S COVENANTS:
A.The following applies to Customers that are approved to sell Product at a physical store location(a"brick and mortar"store).
STORES-Except as expressly permitted in subsection 6.13 and/or 6.0 below,or when otherwise approved by NIKE in writing.Customer will not(a)sell Product
under any store name or at any physical store location other than under the store name and at the particular physical store identified in this Credit Application or.in
the case of multiple store locations,at the location to which the Product was shipped(assuming it was an approved location);(b)sell Product other than to retail
consumers physically present at such store location who are purchasing for their personal use and not for resale;or(c)accept orders or sell Product through the
Internet.e-mail or any other electronic channel,except that Customer may advertise Product through those channels to create or enhance consumer awareness of
Product performance features and/or indicate the availability of Product at an authorized store location so long as Customer complies with Section 9 below.
Customer will at all times provide clean,modern and adequate retail outlet(s)necessary for the proper merchandising and selling of Product.
B.The followinq a Blies to Customers that are approved to sell Product on a website.
INTERNET SAL S-If NIKE approves Customer for Internet sales,then Customer is authorized to sell Product to retail consumers via the Internet only from the
website or websites identified in the Credit Application or otherwise approved by NIKE in writing(the"Authorized Website(s)")and to deliver that Product only to
consumers with mailing addresses in the United States,its territories and possessions.
(a) The Authorized Website(s)will not be co-branded with the name or other trademarks of any other person or entity.
(b) The Authorized Website(s)will not link to,or provide data feeds to,any transactional website,or permit any transactional website to link to the
Authorized Website(s). For purposes of this Section 6B(b),a"transactional website"means a shopping portal,online marketplace,or other site which either(i)is
capable of accepting orders from consumers,or(ii)creates the perception that orders are accepted on the site,even if the consumers are in fact redirected to other
websites for order placement. The term"transactional website"excludes websites-which aggregate images and information about merchandise without conducting
sales transactions.
(c) The Authorized Website(s)will have features and functions that are standard in the industry,including the ability to:(i)confirm availability or
unavailability of NIKE Product at the time the retail consumer places his or her order,(ii)accept all major credit cards,(iii)ship within standard time frames with a
choice of overnight,second day air and ground delivery,and(iv)allow retail consumers to search the Authorized Websites)and to navigate to a NIKE"concept"
shop in the form of a Web page featuring all Product[fiat Customer sells on the Authorized Website(s)(except for discounted goods,which must be presented on a
separate discount page).
(d) Customer will at all times provide promppt,effective and courteous customer service by telephone for consumers purchasing Product from the Authorized
Website(s)and for other visitors to that or those Zbesite(s).Customer will not(i)permit any fulfillment house or any other third party to fill consumer orders
placed through the Authorized Website(s);or(ii)(iii)use certain trademarked terms,as designated by NIKE,in metadata;or(iv)purchase certain trademarked
terms,as designated by NIKE,as Internet search terms;or(v)use any NIKE trademark in any domain name or URL address.
C.The ollowing a/t lies to Customers that are approved for a non-retail account.
If NIKapproves Customer for anon-retail account,Customer will distribute Product at no cost to the teams,players and sports participants,and other groups or
individuals specified by NIKE or will sell at no profit(that is,sell at NIKE's invoice price).
7.GENERAL RESTRICTIONS:Customer will not directly or indirectly:(a)sell,consign or otherwise transfer Product(i)outside the United States(and,if a
"brick and mortar"store,other than at the approved physical store location or locations);or(ii)to another retailer,or to an e-taller,distributor,or broker;or(iii)
under circumstances where it knows or should know,based on the circumstances of the transaction,that the Product is intended for resale or will likely be resold:
or(b)purchase or sell,offer to sell,or distribute(including at no cost),counterfeit NIKE goods;or(c)purchase authentic NIKE goods from any third arty:or(d)
purchase any NIKE Product from,or sell or offer to sell Product on behalf of or for the account of.any other third party;or(e)ifNIKE sets a launch date for a
particular NIKE Product,sell that product prior to the date and time stated by NIKE;or(f) collect or use any sensitive personal data about consumers other than in
compliance with industry best practices for security standards,and applicable law.
S.CUSTOMER'S GENERAL REPRESENTATIONS,WARRANTIES AND OBLIGATIONS:
(a)Customer will at all times:(i)use security measures to protect credit card and other personally identifiable information from unauthorized access or use in a
manner consistent with industry best practices and applicable law;(ii)render full,prompt,effective and courteous service before,during and after the retail sale of
Product;(iii)vigorously encourage the retail sale of Product;(iv)meet or exceed any minimum sales volume established by NIKE from time to time:(v)establish
and maintain,independently and in con unction with NIKE,advertising and marketing policies and methods that emphasize the quality and performance of the
Product:and(vi)comply with applicable law in connection with performance of its Algations under the Agreement.
(b)Customer represents and warrants,and each time Customer submits an Order.Customer will be deemed to have represented and warranted,that(i)it wishes to
purchase Product solely for business purposes and not for personal,family or household purposes;and(ii)the most recent financial information provided by
Customer is true,accurate and complete as of the dates indicated in that information and that there has been no material adverse change in Customer's business,
prospects or financial condition since those dates.
Page 2 of 4
(c) Customer has received and reviewed Nike's policy regarding Gifts,Gratuities and Other Payments,available from Nike upon request. Customer shall not
take any action that could reasonably be expected to violate the policy or induce a Nike employee to violate the policy. In particular,but without limiting the
h
preceding sentence.Customer shall not(a)give a cash gift in any amount to a Nike employee,(b)give a non-cash gift wonmore than$200 to a Nike employee,
or(c)give a gift of any kind to any relative,friend,associate or charitable organization favored by a Nike employee if there is any implied expectation of a retum
favor.
9.TRADEMARKS:Customer acknowledges NIKE'S sole ownership of and exclusive tight.title and interest in and to the name"NIKE,"the name"Jordan,"the
NIKE Swoosh logo design,the Jordan"Jumpman"logo,and all other trademarks owned by NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes
that the NIKE Trademarks possess substantial goodwill and agrees that it will not use or display NIKE Trademarks in a manner that would disparage or damage
them,or represent that it has any ownership in,or attempt to license,the NIKE Trademarks.All goodwill associated with Customer's use of the NIKE Trademarks
will be owned exclusively by NIKE.Customer will comply with NIKE's latest trademark usage guidelines,which NIKE may provide and circulate from time to
time,as well as any other policies governing the use of(i)NIKE logos and other hademarks,an (ii)product and athlete images and other copyrighted materials.
Upon request by NIKE.Customer will submit to NIKE,for its review,any public statements about NIKE or advertising materials bearing NIKE Trademarks,
Product images.athlete images.or Product descriptions.If NIKE does not approve such materials in writing,within five business days,the materials shall be
deemed rejected and Customer shall cease any use of the rejected materials.Customer will not use any marks confusingly similar to the NIKE Trademarks or use
the NIKE Trademarks in combination with other trademarks.Customer will notify NIKE in writing o any infringement or improper use of the NIKE Trademarks
that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and theNIKE reputation for quality are extremely valuable to NIKE.
and that NIKE does not authorize Customer to sell any damaged or defective NIKE Product. Accordingly,Customer agrees that NIKE Product which may be
damaged or defective,for any reason,shall be,at NIKE's sole election,either retumed to NIKE or disposed of according to NIKE's instructions. NIKE and its
agents shall have the right to witness such destruction.
10.LIMITED REMEDY-DISCLAIMER OF IMPLIED WARRANTIES:If any Product is defective.NIKE's sole and exclusive liability to Customer will be.
at NIKE's election,if the defect is material,to either(a)replace that defective Product or(b)refund the amount Customer paid NIKE for that defective Product.AS
BETWEEN CUSTOMER AND NIKE,NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES.EXPRESS AND IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY.FITNESS FOR A PARTICULAR PURPOSE.TITLE AND NONINFRINGEMENT.
11.LIMITATION ON DAMAGES AND ACTIONS:NIKE WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT.INTERRUPTION OF BUSINESS OR
ANY SPECIAL.CONSE UENTIAL.INCIDENTAL.INDIRECT.SPECIAL,EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR SUSTAINED BY
CUSTOMER OR ANY 0 HER PERSON.ANY ACTION(OTHER THAN FOR FAILURE TO PAY FOR GOODS DELIVERED)MUST BE COMMENCED
WITHIN ONE YEAR FROM THE EARLIER OF THE DATE OF DELIVERY OF THE NIKE PRODUCT OR THE DATE OF THE ORDER GIVING RISE TO
THE CLAIM.IN NO EVENT WILL NIKE'S LIABLITY TO CUSTOMER EXCEED.FOR-DEFECTIVE PRODUCT,THE AMOUNT CUSTOMER PAID
NIKE FOR THE PRODUCT GIVING RISE TO THE CLAIM.AND FOR ALL OTHER CLAIMS.THE AMOUNT CUSTOMER PAID NIKE WITHIN THE
THREE-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.These limitations will apply regardless of whether the legal theory of liability for
damages arises under contract,tort(including negligence and strict liability),or any other theory.
12.MODIFICATION:NIKE may at any time.in NIKE's sole discretion,modify its Terms and Conditions of sale.Each Order will be governed by the Terms and
Conditions in effect at the time Customer submits that Order.Accordingly.Customer will review the then-current version of the Terms and Conditions(available at
the Nike.net website,in the catalogue,or by request from NIKE)before placing each Order.An Order that has been accepted by NIKE may be modified only by a
written instrument which expresses an intent to amend.identifies the provision to be amended.and is signed by an authorized representative of NIKE.
13.CONFIDENTIALITY.
A. Non-Disclosure. Customer acknowledges that it may have access to information owned or controlled by NIKE or NIKE's Affiliates,disclosure of which would
cause substantial or irreparable harm to NIKE("Confidential Information.")Confidential Information includes the NIKE's marketing plans,information regarding
future releases of NIKE Product,and any other non-public material disclosed to Customer or to which Customer gains access.Customer shallrotect NIK$'s
Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade
secrets.but in any event no less than reasonable care.Customer shall make Confidential Information available only to those employees of Customer who need to
know the information in connection with Customer's business,and shall not disclose Confidential Information to any third party.
B. Publicity Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party foran interview or statement about NIKE
or NIKE Products.Customer will not answer questions or give statements about its relationship with NIKE or discuss NIKE Products under circumstances where
Customer knows or has reason to believe that the purpose of the request is to create content for publication in film,television,radio,print or online media,
including blogging.Customer will not hold itself out as a representative of NIKE in any interview or statement,whether or not it is recorded.and whether or not it
is intended for such publication.
C. Idea Submission. If Customer chooses to submit to NIKE or share with NIKE any business plans,product or marketing ideas,or other materials,Customer
agrees that(i)NIKE is not subject to any restrictions in using such materials;Customer hereby grants to NIKE an irrevocLIe license to use such materials,without
compensation to Customer;and(ii)NIKE is under no obligation to use such plans,ideas,or other materials,or to commercially exploit them in any territory.
14.SEVERABILITY\WAIVER\CONSTRUCTION:If a court of competent jurisdiction determines that any provision of the Agreement is invalid or
unenforceable for any reason,that determination will not affect any other provision unless enforcement of the remaining provisions would be grossly inequitable
under the circumstances or would frustrate the primary purpose of the Agreement.A party's delay or failure to enforce or insist on strict compliance with any of the
provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement,and a party's waiver of any fight related to the Agreement on one
occasion will not waive any other fight,constitute a continuing waiver or waive that right on anv other occasion.Customer has had the opportunity to consult with
its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney;therefore,no rule of
construction or interpretation that disfavors NIKE or that favors Customer will apply to its interpretation.
I5.ATTORNEYS'FEES\GOVERNING LAWWORUM SELECTION:Customer will pay all costs,collection agency fees.expenses,reasonable attorney fees
(whether incurred prior to,at trial or on appeal)incurred b NIKE in connection with the collection of any past due sums.The Agreement,and all disputes arising
out of the Agreement or out of the relationship between NIKE and Customer,will be governed by the laws of the state of Oregon. THE UNITED NATIONS
CONVENTf6N ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer irrevocably consents to the jurisdiction of
the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any
objection that such venue is an inconvenient forum.Customer will not initiate an action against NIKE in any other jurisdiction.PIKE may bring an action in any
forum.
16.FORCE MAJEURE:If it becomes impossible for either Customer or NIKE to perform its obligations under the Agreement as a result of fire,flood,
earthquake,or other natural disaster,that party's performance may be delayed for the duration of the force majeure event,except that nothing in this Section 16 will
excuse Customer from its payment obligations.
17.RESTRICTION ON ASSIGNMENT:Customer will not assign any fight conferred herein by NIKE without the prior written consent of an authorized NIKE
representative.A change of control of Customer by stock sale or gift,merger,operation of law,by contract,or otherwise,will be deemed an assignment for
ppurrpposes of this Section.Any attempted assignment or delegation by Customer will be void. NIKE may grant,withhold or condition its consent to assignment in
N[KE.'s sole discretion.If NIKE authorizes an assignment or delegation,that authorization will not release Customer from any of its obligations under 4ie
Agreement unless(a)the authorization expressly releases Customer;(b)the assignee or delegate agrees in writing to be bound by the Agreement;and(c)any
agreement between Customer and the assignee or delegate states that NIKE has the right to enforce Customer's rights against the assignee or delegate.
18.SET-OFF:In the event Customer is indebted to NIKE or to any NIKE affiliate,that debt may be offset against credits otherwise owing to Customer to reduce
or eliminate the credit.
19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be
construed to create a partnership,joint venture or any other relationship.
20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and
supersedes prior and contemporaneous oral and written agreements,commitments and understandings concerning that subject matter.
Page 3 of 4
. . NIKEGOLF Customer Number: 272920 Invoice Number: 958411336
Nike Order Number: 873576133 Invoice Date: 03/14/2014
INVOICE Nike Delivery Number: 321342156 Terms: Net 120
Customer PO No: SHOES AND SOCKS Terms begin as of: 03/14/2014
Ordered by: Due Date: 07/12/2014
DUNS#:05-095-7364 Ordered on: 09/18/2013 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total
Product Code Ordered Shipped Unit Price Price
11.5 PR 1 1 48.00 46.08 46.08
12 PR 1 1 48.00 46.08 46.08
"Subtotals 6 6 288.00 276.48 276.48
628533-101 NIKE AIR RIVAL III 9 PR 1 1 48.00 46.08 46.08
9.5 PR 1 1 48.00 46.08 46.08
10 PR 1 1 48.00 46.08 46.08
10.5 PR 1 1 48.00 46.08 46.08
11 PR 1 1 48.00 46.08 46.08
12 PR 1 1 48.00 46.08 46.08
"Subtotals 6 6 288.00 276.48 276.48
628537-100 WMNS NIKE LUNAR EM 7.5 PR 1 1 65.00 62.40 62.40
8.5 PR 1 1 65.00 62.40 62.40
9.5 PR 1 1 65.00 62.40 62.40
"Subtotals 3 3 195.00 187.20 187.20
628537-600 WMNS NIKE LUNAR EM 7 PR 1 1 65.00 62.40 62.40
8 PR 1 1 65.00 62.40 62.40
9 PR 1 1 65.00 62.40 62.40
"'Subtotals 3 3 195.00 187.20 187.20
Shipped From: Nike Golf: Memphis
Date Shipped: 03/14/2014
Order Type: Futures Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 34.680;34.590;33.800;
23.390;
Bill of Lading Number:
Pro number:
Tracking Number: 217508282755444;217508282754423;217508282754331;
217508282753624;
Packing list Number: 16432674 - - -
Number of Cartons: 4
Special Label Instructions:
Ship-to ID:272920
Store ID:272920
Wholesale Amount Sales Net of Discount Freight Total
2,716.00 2,607.36 70.24 2,677.60
Page 4 of 4
VOUCHER NO. WARRANT NO.
ALLOWED 20
Nike USA, Inc.
IN SUM OF $
P.O. Box 847648
Dallas, TX 75284-7648
$2,686.45
ON ACCOUNT OF APPROPRIATION FOR
Brookshire Golf Club
PO#/Dept. INVOICE NO. ACCT#frITLE AMOUNT Board Members
1207 I 958411336 I 43-560.06 I $2,677.60 1 hereby certify that the attached invoice(s), or
1207 958315658 43-560.06 $8.85
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
Friday, March 21, 2014
Director, Brookshire If Club
Title
Cost distribution ledger classification if
claim paid motor vehicle highway fund
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))
03/14/14 I 958411336 I Shoes $2,677.60
03/14/14 I 958315658 I Soft Goods I $8.85
1 hereby certify that the attached invoice(s), or bill(s), is (are)true and correct and I have audited same in accordance
with IC 5-11-10-1.6
20
Clerk-Treasurer
. . N I KE G O LF L/ Customer Number: 272920 Invoice Number: 958312181
`/ Nike Order Number: 874803058 Invoice Date: 03/11/2014
I1^'�VOICE Nike Delivery Number: 320958137 Terms: Net 60
Customer PO No: SP14 Terms begin as of: 03/11/2014
Ordered by: Due Date: 05/10/2014
DUNS#:05-095-7364 Ordered on: 11/01/2013 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
MAIL TO DELIVER GOODS TO
CITY OF CARMEL CITY OF CARMEL
BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY
12120 BROOKSHIRE PKWY 272920
CARMEL IN 46033-3314 BROOKSHIRE GOLF CLUB
CARMEL IN 46033-3314
Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total
Product Code Ordered Shipped Unit Price Price
509167-010 NIKE VICTORY POLO L EA 1 1 25.00 25.25 25.25
XL EA 1 1 25.00 25.25 25.25
2XL EA 1 1 25.00 25.25 25.25
**Subtotals 3 3 75.00 75.75 75.75
509167-100 NIKE VICTORY POLO M EA 1 1 25.00 25.25 25.25
L EA 1 1 25.00 25.25 25.25
XL EA 1 1 25.00 25.25 25.25
**Subtotals 3 3 75.00 75.75 75.75
509167-412 NIKE VICTORY POLO L EA 1 1 25.00 25.25 25.25
XL EA 1 1 25.00 25.25 25.25
2XL EA 1 1 25.00 25.25 25.25
**Subtotals 3 3 75.00 75.75 75.75
509167-547 NIKE VICTORY POLO L EA 1 1 25.00 25.25 25.25
XL EA 1 1 25.00 25.25 25.25
2XL EA 1 1 25.00 25.25 25.25
**Subtotals 3 3 75.00 75.75 75.75
509167-651 NIKE VICTORY POLO M EA 1 1 25.00 25.25' 25.25
L EA 1 1 25.00 25.25 25.25
XL EA 1 1 25.00 25.25 25.25
**Subtotals 3 3 75.00 75.75 75.75
585748-010 NIKE VICTORY STRIP M EA 1 1 27.50 27.62 27.62
L EA 1 1 27.50 27.62 27.62
XL EA 1 1 27.50 27.62 27.62
**Subtotals 3 3 82.50 82.86 82.86
585748-012 NIKE VICTORY STRIP L EA 1 1 27.50 27.62 27.62
XL EA 1 1 27.50 27.62 27.62
2XL EA 1 1 27.50 27.62 27.62
**Subtotals 3 3 82.50 82.86 82.86
585748-547 NIKE VICTORY STRIP M EA 1 1 27.50 27.62 27.62
L EA 1 1 27.50 27.62 27.62
XL EA 1 1 27.50 27.62 27.62
**Subtotals 3 3 82.50 82.86 82.86
All Nike USA,Inc.products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by
Nike. A service charge of 1 '/x% per month will be charged-on all past due invoices. Anticipation discounts are not allowed. No returns without prior
authorization from Nike. Shortage claims must be made within 30 days of receipt. All collection tees and costs must be paid by purchaser. Detailed terms and
conditions on reverse side of page 1.
Please remit to: NIKE USA, Inc.
PO Box 847648
Dallas 75284-7648 US
Page 1 of 4
NIKE USA,Inc.
TERMS AND CONDITIONS OF SALE
NIKE USA.Inc.("NIKE")offers certain goods bearing NIKE Trademarks(asdefined below)("Product")for sale to retailers that have been authorized by NiKE to
make purchases of such Product("Customers.") By submitting an order to NIKE(each,an"Order").Customer agrees that such Order will be governed by the
terms and conditions of sale("the Terms and Conditions")in effect at the time the Order is submitted. The Terms and Conditions that are current as of July 1,2011
are set forth below.
1,ORDERS:All Orders submitted by Customer are subject to acceptance by NIKE.The preparation of a purchase order by a sales representative of NIKE,the
submission by Customer of a purchase order to NIKE,or the acknowledgement by NiKE of receipt of a purchase order(Order"confirmation")shall not constitute-
NIKE's acceptance of that Order.NIKE may in its sole discretion accepCall or any part of an Order or substitute comparable Product for the itemsthat
ordered,in either case by shipping Product.NiKE may at any time refuse to ship Product foranyreason.even if NIKE has received payment for the applicable
Order and/or has confirmed that 6rder on NIKE.net or otherwise.NIKE will in its sole discretion determine which of NIKE's products are made available to
Customer for Orders,and determine how to allocate Product among Customer and NIKE's other customers.Accordingly,NIKE reserves the right to discontinue
product lines and to make changes in goods offered at any time.Unless Customer complies with Section 5 regarding returns.Customer will be deemed to have
accepted those substitute goods-on the terms outlined in NIKE's invoice.NIKE may cancel an Order at an),time because the Order contains an incorrect price.
requests Product that Customer is not authorized to sell,or for any other reason,even if NIKE has acknowledged or confirmed that Order or has received payment
for that Order.In the latter case,NIKE will,at its election,either refund the payment or credit Customer's account.Customer may not cancel an Order after us
acceptance by NIKE.Any Order that conflicts with or that includes provisions(other than item and quantity)in addition to these Terms and Conditions will have
no force or effect to the extent it is inconsistent or includes additional terms.NIKE will be entitled to accept any Order and to rely on any other written or
telephonic request or notice given by a person that appears to be an employee or agent of Customer. Each Order will be subject to and governed in all respects by
(a)these Terms and Conditions,and(b)if applicable.Customer's credit application and account agreement. Each Order.together with these Terms and Conditions
and,if applicable Customer's credit application and account agreement.may be referred to collectively as the"Agreement".`
2.PRICES:NIKE may correct ty ographical or other errors in pricing,may reduce or cancel any discounts previously offered to Customer,and may change its
prices at any time.Each Order will be invoiced at the prices prevailing at the time that Order is fully recorded into NIKE's central ordering system.Nothing
contained herein shall obligate Customer to resell the Product at any particular price or on any specific terms and conditions notwithstanding suggested retail prices
published by NIKE,if any.
3.TERMS OF SALE:Customer will pay for all Product by the date specified on NIKE's invoice,or if none is specified,within 30 days after the date of that
invoice.Any sum not paid when due is subject to a service charge of 1.5%per month or the maximum rate permitted by law,whichever is lower.The amount
reflected in each NIKE invoice will be deemed to be an account stated unless Customer disputes the amount of that invoice in writing within 30 days after the date
that invoice is due.Customer will pay the undisputed portion of each invoice. NIKE has the right to apply payments it receives from Customer to any of
Customer's invoices and to disregard Customers instructions to apply payment to any specific invoice. In the event Customer is indebted to NIKE or to any NIKE
affiliate,that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit.
4.SHIPPING;RISK OF LOSS;TITLE:NIKE will ship Product FCA,the NIKE Distribution Center or other shipping point.NIKE is not responsible for any
loss resulting from any delay in shipping or failure to ship.
5.RETURNS:Product that was shipped in accordance with the specifications in the Order is not returnable.If Customer wishes to return Products based on a
claim that they are defective or that they are not comparable to the items that were ordered.Customer may submit to NIKE a request for return:provided,however,
that NIKE will not approve of return requests received by NIKE 30 days or more after delivery of those Products to Customer.NIKE will not issue any refunds or
apply any credits except for items that were approved by NIKE for return.Customer will ship returns at its own expense and will retain title and risk of loss until
receipr by NIKE at the designated return destination.Restocking fees may apply.Any items that are returned without NIKE's approval will be disposed of by
NIKE unless Customer prepays shipping costs for their return to Customer.
6.CUSTOMER'S COVENANTS:
A.The following ap/dies to Customers that are approved to sell Product at a physical store location(a "brick and mortar"store).
STORES-Except as expresslypermitted in subsection 6.B and/or 6.0 below,or when otherwise approved by NIKE in writing.Customer will not(a)sell Product
under any store name or at any physical store location other than under the store name and at the particular physical store identified in this Credit Application or,in
the case of multiple store locations,at the location to which the Product was shipped(assuming it was an approved location);(b)sell Product other than to retail
consumers physically present at such store location who are purchasing for their personal use and not for resale;or(c)accept orders or sell Product through the
Internet,e-mail or any other electronic channel.except that Customer may advertise Product through those channels to create or enhance consumer awareness of
Product performance features and/or indicate the availability of Product at an authorized store location so long as Customer complies with Section 9 below.
Customer will at all times provide clean,modern and adequate retail outlet(s)necessary for the proper merchandising and selling of Product.
B.The tbllowiuh>a r lies to Customers that are approved to sell Product on a website.
INTERNET SAL S-If NiKE approves Customer for Internet sales,then Customer is authorized to sell Product to retail consumers via the Internet only from the
website or websites identified in the Credit Application or otherwise approved by NIKE in writing(the"Authorized Website(s)")and to deliver that Product only to
consumers with mailing addresses in the United States,its territories and possessions.
(a) The Authorized Website(s)will not be co-branded with the name or other trademarks of any other person or entity.
(b) The Authorized Website(s)will not link to.or provide data feeds to,any transactional website,or permit any transactional website to link to the
Authorized Website(s). For purposes of this Section 613(b),a"transactional website"means a shopping portal,online marketplace,or other site which either(i)is
capable of acceptin-orders from consumers,or(ii)creates the perception that orders are accepted on the site,even if the consumers are in fact redirected to other
websites for order Xcement. The term"transactional website' excludes websites which aggregate images and information about merchandise without conducting
sales transactions.
(c) The Authorized Website(s)will have features and functions that are standard in the industry,including the ability.to:('i)confirm availability or
unavailability of NIKE Product at the time the retail consumer places his or her order,(ii)accept all major cre(fiit cards,(iii)ship within standard time frames with a
choice of overnight,second day air and ground delivery,and(iv)allow retail consumers to search the Authorized Website(s)and to navigate to a NIKE"concept"
shop in the form of a Web page featuring all Product that Customer sells on the Authorized Website(s)(except for discounted goods,which must be presented on a
separate discount page).
(d) Customer will at all times provide prompt.effective and courteous customer service by telephone for consumers purchasing Product from the Authorized
Website(s)and'for other visitors to that or those Website(s).Customer will not(i)permit any fulfillment house or any other third party to fill consumer orders
placed through the Authorized Website(s);or(ii)(iii)use certain trademarked terms,as designated by NIKE,in metadata;or(iv)purchase certain trademarked
terms,as designated by NiKE,as Internet search terms;or(v)use any NIKE trademark in any domain name or URL address.
C.The following ap/dies to Customers that are approved for a non-retail account.
If NIKE approves Customer for a non-retail account.Customer will distribute Product at no cost to the teams,players and sports participants,and other groups or
individuals specified by NIKE or will sell at no profit(that is,sell at NIKE's invoice price).
7.GENERAL RESTRICTIONS:Customer will not directly or indirectly:(a)sell,consign or otherwise transfer Product(i)outside the United States(and,if a
"brick and mortar"store,other than at the approved physical store location or locations);or(ii)to another retailer,or to an e-railer,distributor.or broker:or(iii)
under circumstances where it knows or should know,based on the circumstances of the transaction,that the Product is intended for resale or will likely be resold:
or(b)purchase or sell,offer to sell,or distribute(including at no cost).counterfeit NIKE goods;or(c)purchase authentic NIKE goods from any third arty;or(d)
purchase any NIKE Product from,or sell or offer to sell Product on behalf of or for the account of,any other thirdparty;or(e)if'NIKE sets a launch date for a
particular NIKE Product,sell that product prior to the date and time stated by NIKE:or(f) collect or use any sensitive personal data about consumers other than in
compliance with industry best practices for security standards,and applicable law.
8.CUSTOMER'S GENERAL REPRESENTATIONS,WARRANTIES AND OBLIGATIONS:
(a)Customer will at all times:(i)use security measures to protect credit card and other personally identifiable information from unauthorized access or use in a
manner consistent with industry best practices and applicable law:(ii)render full,prompt,effective and courteous service before,during and after the retail sale of
o Product;(iii)vigorously encourage the retail sale of Product-.(iv)meet or exceed any minimum sales volume established by NIKE from time to time;(v)establish
and maintain,independently and in con unction with NIKE,advertising and marketing policies and methods that emphasize the quality and performance of the
Product;and(vi)comply with applicable law in connection with performance of its obligations under the Agreement.
(b)Customer represents and warrants,and each time Customer submits an Order,Customer will be deemed to have represented and warranted,that(i)it wishes to
purchase Product solely for business purposes and not for personal,family or household purposes;and(ii)the most recent financial information provided by
Customer is true,accurate and complete as of the dates indicated in that information and that there has been no material adverse change in Customer's business,
prospects or financial condition since those dates.
Page 2 of 4
. . !MIKE GOLF L/ Customer Number: 272920 Invoice Number: 958312181
Nike Order Number: 874803058 Invoice Date: 03/11/2014
INVOICE Nike Delivery Number: 320958137 Terms: Net 60
Customer PO No: SP14 Terms begin as of: 03/11/2014
Ordered by: Due Date: 05/10/2014
DUNS#:05-095-7364 Ordered on: 11/01/2013 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total
Product Code Ordered Shipped Unit Price Price
585748-623 NIKE VICTORY STRIP M EA 1 1 27.50 27.62 27.62
L EA 1 1 27.50 27.62 27.62
XL EA 1 1 27.50 27.62 27.62
"Subtotals 3 3 82.50 82.86 82.86
585748-651 NIKE VICTORY STRIP L EA 1 1 27.50 27.62 27.62
XL EA 1 1 27.50 27.62 27.62
2XL EA 1 1 27.50 27.62 27.62
"Subtotals 3 3 82.50 82.86 82.86
585748-739 NIKE VICTORY STRIP L EA 1 1 27.50 27.62 27.62
XL EA 1 1 27.50 27.62 27.62
2XL EA 1 1 27.50 27.62 27.62
"Subtotals 3 3 82.50 82.86 82.86
VAS Customer Charges included in Net Unit Price
Shipped From: Nike Golf: Memphis
Date Shipped: 03/11/2014
Order Type: Futures Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 20.860;
Bill of Lading Number:
Pro number:
Tracking Number: 58413370764217;
Packing list Number: 16386828
Number of Cartons: 1
Special Label Instructions:
Ship-to ID:272920
Store ID:272920
Wholesale Amount Sales Net of Discount Freight Total
870.00 875.91 12.83 888.74
Page 4 of 4
(c) Customer has received and reviewed Nike's policy regarding Gifts,Gratuities and Other Payments,available from Nike upon request: Customer shall not
take any action that could reasonably be expected to violate the policy or induce a Nike employee to violate the policy. In particular,but without limiting the
preceding sentence.Customer shall not(a)give a cash gift in any amount to a Nike employee,(b)give a non-cash gift worth more than 5200 to a Nike employee,
or(c)give a gift of any kind to any relative.friend,associate or charitable organization favored by a Nike employee if there is any implied expectation of a return
favor.
9.TRADEMARKS:Customer acknowledges NIKE's sole ownership of and exclusive right.title and interest in and to the name"NIKE,"the name"Jordan."the
NiKE Swoosh logo design,the Jordan"Junipnian"logo,and all other trademarks owned by NiKE or its affiliates("the NIKE Trademarks.")Customer recognizes
that the NiKE Trademarks possess substantial goodwill and agrees that it will not use or display NIKE Trademarks in a manner that would disparage or damage
them,or represent that it has any ownership in.or attempt to license.the NIKE Trademarks.All goodwill associated with Customer's use of the NIKE Trademarks
will be owned exclusively by NIKE.Customer will comply with NiKE's latest trademark usage guidelines.which NIKE may provide and circulate from time to
time,as well as any other policies governing the use of(i)NIKE logos and other trademarks.andt(ii)product and athlete images and other copyrighted materials.
Upon request by NIKE.Customer will submit to NIKE.for its review.any public statements about NiKE or advertising materials beating NIKE Trademarks.
Product images,athlete images,or Product descriptions.If NIKE does not approve such materials in writing.within five business days,tie materials shall be
deemed re ected and Customer shall cease any use of the rejected materials.Customer will not use any marks confusingly similar to the NiKE Trademarks or use
the NIKE ,
ademarks in combination with other trademarks.Customer will notify NIKE in writing of any infringement or unproper use of the NIKE Trademarks
that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and the`NIKE reputation for quality are extremely valuable to NIKE,
and that NIKE does not authorize Customer to sell any damaged or defective NIKE Product. Accordingly.Customer agrees that NIKE Product which may be
damaged or defective,for any reason,shall be.at NIKE's sole election.either returned to NIKE or disposed of according to NIKE's instructions. NIKE and its
agents shall have the right to witness such destruction.
10.LIMITED REMEDY;DISCLAIMER OF IMPLIED WARRANTIES:If any Product is defective.NIKE's sole and exclusive liability to Customer will be.
at NIKE's election,if the defect is material,to either(a)replace that defective Product or(b)refund the amount Customer paid NIKE for that detective Product.AS
BETWEEN CUSTOMER AND NIKE.NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES.EXPRESS AND IMPLIED.
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE.TITLE AND NON INFRINGEMENT.
11.LIMITATION ON DAMAGES AND ACTIONS:NIKE WILL NOT BE LiABLE FOR ANY LOSS OF PROFIT.INTERRUPTION OF BUSINESS OR
ANY SPECIAL.CONSEQUENTIAL.INCIDENTAL.INDIRECT.SPECIAL,EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR SUSTAINED BY
CUSTOMER OR ANY OTHER PERSON.ANY ACTION(OTHER THAN FOR FAILURE TO PAY FOR GOODS DELIVERED)MUST BE COMMENCED
WiTHiN ONE YEAR FROM THE EARLIER OF THE DATE OF DELIVERY OF THE NIKE PRODUCT OR THE DATE OF THE ORDER GIVING RISE TO
THE CLAIM.IN NO EVENT WILL NIKE'S LiABLiTY TO CUSTOMER EXCEED.FOR DEFECTIVE PRODUCT,THE AMOUNT CUSTOMER PAID
NIKE FOR THE PRODUCT GIVING RISE TO THE CLAIM,AND FOR ALL OTHER CLAIMS.THE AMOUNT CUSTOMER PAID NIKE WITHIN.THE
THREE-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.These limitations will apply regardless of whether the legal theory of liability for
damages arises under contract,tort(including negligence and strict liability),or any other theory.
12.MODIFICATION:NiKE may at any time.in NIKE's sole discretion,modify its Terms and Conditions of sale.Each Order will be governed by the Terms and
Conditions in effect at the time Customer submits that Order.Accordingly.Customer will review the then-current version of the Terms and Conditions(available at
the Nike.net website,in the catalogue,or by request from NIKE)before placing each Order.An Order that has been accepted by NIKE may be modified only by a
written instrument which expresses an intent to amend,identifies the provision to be amended,and is signed by an authorized representative of NIKE.
13.CONFIDENTIALITY.
A. Non-Disclosure. Customer acknowledges that it may have access to information owned or controlled by NiKE or NIKE's Affiliates,disclosure of which would
cause substantial or irreparable harm to NiKE("Confidential Information.")Confidential Information includes the NIKE's marketing plans,information regrading
future releases of NIKE Product.and any other non-public material disclosed to Customer or to which Customer gains access.Customer shall rotect NIKf�'s
Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade
secrets.but in any event no less than reasonable care.Customer shall make Confidential Information available only to those employees of Customer who need to
know the information in connection with Customer's business,and shall not disclose Confidential Information to any third party.
B. Publicity Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE
or NiKE Products.Customer will not answer questions or give statements about its relationship with NiKE or discuss WE Products under circumstances where
Customer knows or has reason to believe that the purpose of the request is to create content for publication in film,television,radio,print or online media,
including blogging Customer will not hold itself out as a representative of NIKE in any interview or statement,whether or not it is recorded,and whether or not it
is intended for such publication.
C. Idea Submission. If Customer chooses to submit to NIKE or share with NIKE any business plans,product or marketing ideas,or other materials.Customer
agrees that(i)NIKE is not subject to any restrictions in using such materials;Customer hereby grants to NiKE an irrevocable license to use such materials,without
compensation to Customer:and(u)NiKE is under no obligation to use such plans,ideas,or other materials,or to commercially exploit them in any territory.
14.SEVERABILITY\WAIVER\CONSTRUCTION:If a court of competent jurisdiction determines that any provision of the Agreement is invalid or
unenforceable for any reason,that determination will not affect any other provision unless enforcement of the remaining provisions would be grossly inequitable
under the circumstances or would frustrate the primary purpose of the Agreement.A party's delay or failure to enforce or insist on strict compliance with any of the
provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement,and a party's waiver of any right related to the Agreement on one
occasion will not waive any other right,constitute a continuing waiver or waive that right on any other occasion.Customer Fias had the opportunity to consult with
its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney:therefore,no rule of
construction or interpretation that disfavors NIKE or that favors Customer will apply to its interpretation.
15.ATTORNEYS'FEES\GOVERNING LAWWORUM SELECTION:Customer will pay all costs,collection agency fees.expenses,reasonable attorney fees
(whether incurred prior to,at trial or on appeal)incurred by NIKE in connection with the collection of any past due sums.The Agreement,and all disputes ansing
out of the Agreement or out of the relationship between NiKE and Customer,will be governed by the laws of the state of Oregon. THE UNITED NATIONS
CONVENTION ON CONTRACTS FORTH INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer irrevocably consents to the jurisdiction of
the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any
objection that such venue is an inconvenient forum.Customer will not initiate an action against NIKE in any other jurisdiction.DIKE may bring an action to any
forum.
16.FORCE MAJEURE:If it becomes impossible for either Customer or NIKE to perform its obligations under the Agreement as a result of fire,flood,
earthquake,or other natural disaster,that party's performance may be delayed for the duration of the force majeure event,except that nothing in this Section 16 will
excuse Customer from its payment obligations.
17.RESTRICTION ON ASSIGNMENT:Customer will not assign any right conferred herein by NIKE without the prior written consent of an authorized NIKE
representative.A change of control of Customer by stock sale or gilt,merger,operation of law,by contract,or otherwise,will be deemed an assignment for
ppur�pposes of this Section.Any attempted assignment or delegation by Customer will be void. NIKE may grant,withhold or condition its consent to assignment in
NIKE's sole discretion.If NIKE authorizes an assignment or delegation,that authorization will not release Customer from any of its obligations under the
Agreement unless(a)the authorization expressly releases Customer,(b)the assignee or delegate agrees in writing to be bound by the Agreement:and(c)any
_ agreement between Customer and the assignee or delegate states that NIKE has to right to enforce Customer's rights against the assignee or delegate.
18.SET-OFF:In the event Customer is indebted to NiKE or to any NiKE affiliate.that debt may be offset against credits otherwise owing to Customer to reduce
or eliminate the credit.
19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be
construed to create a partnership,joint venture or any other relationship.
20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and
supersedes prior and contemporaneous oral and written agreements.commitments and understandings concerning that subject matter.
Page 3 of 4
. . M I KE G O LF Customer Number: 272920 Invoice Number: 958301238
Nike Order Number: 872963481 Invoice Date: 03/11/2014
INVOICE Nike Delivery Number: Terms: Net 60
Customer PO No: LOGO PD COLOR Terms begin as of: 03/11/2014
Ordered by: SL email Due Date: 05/10/2014
DUNS#:05-095-7364 Ordered on: 09/18/2013 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
MAIL TO DELIVER GOODS TO
CITY OF CARMEL CITY OF CARMEL
BROOKSHIRE GOLF CLUB BROOKSHIRE GOLF CLUB
12120 BROOKSHIRE PKWY 12120 BROOKSHIRE PKWY
CARMEL IN 46033-3314 CARMEL IN 46033-3314
Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total
Product Code Ordered Shipped Unit Price Price
GLC552-601 CUSTOM PD8 WOMEN B MISC EA 6 6 12.00 12.00 72.00
."Subtotals 6 6 72.00 72.00 72.00
Shipped From: DAVE SHEPARD ENTERPRISES
Date Shipped: 03/11/2014
Order Type: Futures Order
Direct Ship Factory PO#: 4502969893
Carrier: United Parcel Service
Weight: 25.000
Bill of Lading Number:
Pro number:
Tracking Number: 1Z57V4660365871945
Packing list Number:
Number of Cartons: 1
Special Label Instructions:
Wholesale Amount Sales Net of Discount Freight Total
72.00 72.00 3.00 75.00
All Nike USA,Inc.products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date.unless specifically noted otherwise by
Nike. A service charge of 1 '/z% per month will be charged-on all past due invoices. Anticipation discounts are not allowed. No returns without prior
authorization from Nike. Shortage claims must be made within 30 days of receipt. All collection tees and costs must be paid by purchaser. Detailed terms and
conditions on reverse side of page 1.
Please remit to: NIKE USA,Inc.
PO Box 847648
Dallas 75284-7648 US
Page 1 of 3
NIKE USA,Inc.
TERMS AND CONDITIONS OF SALE
NIKE USA,Inc.("NIKE")offers certain goods bearing NIKE Trademarks(asdefined below)("Product")for sale to retailers that have been authorized by NIKE to
make purchases of such Product("Customers.") By submitting an order to NIKE(each,an"Order").Customer agrees that such Order will be governed by the
terms and conditions of sale("the Terms and Conditions")in effect at the time the Order is submitted. The Terms and Conditions that are current as of July 1,2011
are set forth below.
1.ORDERS:All Orders submitted by Customer are subject to acceptance by NiKE.The preparation of a purchase order by a sales representative of NIKE,the
submission by Customer of a purchase order to NIKE.of the acknowledgement by NiKE of receipt of a purchase order(Order."confirmation")shall.not constitute
NIKE's acceptance of that Order.NIKE may in its sole discretion accept all or any part of an Order or substitute comparable Product for the items.that.were
ordered.in either case by shipping Product.NIKE may at any time refuse to ship Product for any reason,even if NIKE has received payment for the applicable
Order and/or has confirmed that Order on NIKE.net or otherwise.NIKE will in its sole discretion determine which of NiKE's products are made available to
Customer for Orders,and determine how to allocate Product among Customer and NIKE's other customers.Accordingly,NIKE reserves the right to discontinue
product lines and to make changes in goods offered at any time.Unless Customer complies with Section 5 regarding returns.Customer will be deemed to have
accepted those substitute goods on the terms outlined in NIKE's invoice.NiKE may cancel an Order at any time because the Order contains an incorrect price,
requests Product that Customer is not authorized to sell,or for any other reason,even if NIKE has acknowledged or confirmed that Order or has received payment
for that Order.in the latter case.NIKE will.at its election,either refund the payment or credit Customer's account.Customer ma not cancel an Order after its
acceptance by NiKE.Any Order that conflicts with or that includes provisions(other than item and quantity)in addition to these Terms and Conditions will have
no force or effect to the extent it is inconsistent or includes additional terms.NiKE will be entitled to accept any Order and to rely on any other written or
telephonic request or notice given by a person that appears to be an employee or agent of Customer. Each Order will be subject to and governed in all respects by
(a)these Terms and Conditions.and(b)if applicable,Customer's credit applicatmn and account agreement. Each Order.together with these Terms and Conditions
and,if applicable Customer's credit application and account agreement,may be referred to collectively as the"Agreement
2.PRICES:NIKE may correct typographical or other errors in pricing.may reduce or cancel any discounts previouslyy offered to Customer.and may change its
prices at any time.Each Order will be invoiced at the prices prevailing at the time that Order is fully recorded into NIKE's central ordering system.Nothing
contained herein shall obligate Customer to resell the Product at any particular price or on any specific terms and conditions notwithstanding suggested retail prices
published by NIKE.if any.
3.TERMS OF SALE:Customer will pay for all Product by the date specified on NIKE's invoice,or if none is specified,within 30 days after the date of that
invoice.Any sum not aid when due is subject to a service charge of 1.5%per month or the maximum rate permitted by law,whichever is lower.The amount
reflected in each NIKE invoice will be deemed to be an account stated unless Customer disputes the amount of that invoice in writing within 30 days after the date
m
that invoice is due.Customer will pay the undisputed portion of each invoice. NiKE has the right to apply payments it receives froCustomer to any of
Customer's invoices and to disregard Customer s instructions to apply payment to any specific invoice. In the event Customer is indebted to NIKE or to any NiKE
affiliate,that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit.
4.SHIPPING;RISK OF LOSS;TITLE:NIKE will ship Product FCA,the NiKE Distribution Center or other shipping point.NIKE is not responsible for any
loss resulting from any delay in shipping or failure to ship.
5.RETURNS:Product that was shipped in accordance with the specifications in the Order is not returnable.If Customer wishes to return Products based on a
claim that they are defective or that they are not comparable to the items that were ordered.Customer may submit to NIKE a request for return;provided,however.
that NIKE will not approve of return requests received by NIKE 30 days or more after delivery of those Products to Customer.NIKE will not issue any refunds or
apply any credits except for items that were approved by NIKE for return.Customer will ship returns at its own expense and will retain title and risk of toss until
receipt by NIKE at the designated return destination.Restocking fees may apply.Any items that are returned without NIKE's approval will be disposed of by
NIKE unless Customer prepays shipping costs for their return to Customer.
6.CUSTOMER'S COVENANTS:
A.The following applies to Customers that are approved to sell Product at a plrvsical store location(a "brick and mortar"store).
STORES-Except as expressly permitted in subsection 6.B and/or 6.0 below,or when otherwise approved by NIKE in writing,Customer will not(a)sell Product
under any store name or at any physical store location other than under the store name and at the particular physical store identified in this Credit Application or,in
the case of multiple store locations,at the location to which the Product was shipped(assuming it was an approved location);(b)sell Product other than to retail
consumers physically present at such store location who are purchasing for their personal use and not for resale:or(c)accept orders or sell Product through the
Internet.e-mail or any other electronic channel.except that Customer may advertise Product through those channels to create or enhance consumer awareness of
Product performance features and/or indicate the availability of Product at an authorized store location so long as Customer complies with Section 9 below.
Customer will at all times provide clean,modern and adequate retail outlet(s)necessary for the proper merchandising and selling of Product.
B.The following a Blies to Customers that are approved to sell Product on a website.
INTE ET SAL�S-If NIKE approves Customer for Internet sales,then Customer is authorized to sell Product to retail consumers via the Internet only from the
website or websites identified in the Credit Application or otherwise approved by NIKE in writing(the"Authorized Website(s)")and to deliver that Product only to
consumers with mailing addresses in the United States,its territories and possessions.
(a) The Authorized Website(s)will not be co-branded with the name or other trademarks of any other person or entity.
(b) The Authorized Website(s)will not Zink to,or provide data feeds to,any transactional website,or permit any transactional website to link to the
Authorized Website(s). For purposes of this Section 613(b),a"transactional website"means a shopping portal,online marketplace,or other site which either(i)is
capable of accepting orders from consumers,or(ii)creates the yerception that orders are accepted on the site,even if the consumers are in fact redirected to other
websites for order placement. The term"transactional website' excludes websites which aggregate images and information about merchandise without conducting
sales transactions.
(c) The Authorized Website(s)will have features and functions that are standard in the industry,including the ability.to:(i)confirm availability or
unavailability of NIKE Product at the time the retail consumer places his or her order,(ii)accept all major credit cards,(in)ship within standard time frames with a
choice of overnight,second day air and ground delivery.and(iv)allow retail consumers to search the Authorized Website(s)and to navigate to a NIKE"concept"
shop in the foreof a Web page featuring all Product tfiat Customer sells on the Authorized Website(s)(except for discounted goods,which must be presented on a
seporate discount page).
(d) Customer will at all times provide prompt,effective and courteous customer service by telephone for consumers purchasing Product from the Authorized
Website(s)and for other visitors to that or those Website(s).Customer will not(i)permit any fulfillment house or any other third party to fill consumer orders
placed through the Authorized Website(s);or(ii)(iii)use certain trademarked terms,as designated by NiKE.in metadata;or(iv)purchase certain trademarked
terms,as designated by NIKE,as Internet search terms:or(v)use any NIKE trademark in any domain name or URL address.
C.The/Allowing applies to Customers that are approved for a non-retail account.
If NIKE approves Customer for a non-retail account.Customer will distribute Product at no cost to the teams,players and sports participants,and other groups or
individuals specified by NIKE or will sell at no profit(that is,sell at NIKE's invoice price).
7.GENERAL RESTRICTIONS:Customer will not directly or indirectly:(a)sell,consign or otherwise transfer Product(i)outside the United States(and,if a
"brick and mortar"store,other than at the approved physical store location or locations);or(u)to another retailer,or to an e-taller,distributor,or broker;or(iii')
under circumstances where it knows or should know,based on the circumstances of the transaction,that the Product is intended for resale or will likely be resold:
or(b)purchase or sell,offer to sell,or distribute(including at no cost),counterfeit NIKE goods;or(c)purchase authentic NIKE goods from any third artv;or(d)
purchase any NIKE Product from,or sell or offer to sell Product on behalf of or for the account of,any other third party:or(e)if NIKE sets a launch date for a
particular NIKE Product,sell that product prior to the date and time stated by NIKE;or(f) collect or use any sensitive personal data about consumers other than in
compliance with industry best practices for security standards,and applicable law.
8.CUSTOMER'S GENERAL REPRESENTATIONS,WARRANTIES AND OBLIGATIONS:
(a)Customer will at all times:(i)use security measures to protect credit card and other personally identifiable information from unauthorized access or use in a
manner consistent with industry best practices and applicable law;(ii)render full,prompt.effective and courteous service before,during and after the retail sale of
Product;(iii)vigorously encourage the retail sale of Product;('iv)meet or exceed any minimum sales volume established by NiKE from time to time:(v)establish
and maintain,independently and incon unction with NIKE.advertising and marketing policies and methods that emphasize the quality and performance of the
Product;and(vi)comply with applicable law in connection with performance of its obligations under the Agreement.
(b)Customer represents and warrants,and each time Customer submits an Order,Customer will be deemed to have represented and warranted.that(i)it wishes to
purcsthase Product solely for business purposes and not for personal,family or household purposes;and(ii)the most recent financial information provided by
Cuomer is true,accurate and complete as of the dates indicated in that information and that there has been no material adverse change in Customer's business.
prospects or financial condition since those dates.
Page 2 of 3
(c) Customer has received and reviewed Nike's policy regarding Gifts.Gratuities and Other Payments,available from Nike upon request. Customer shall not
take any action that could reasonably be expected to violate the policy or induce a Nike employee to violate the policy. In particular.but without limiting the
preceding sentence.Customer shall not(a)give a cash gift in any amount to a Nike employee,(b)give a non-cash gift worth more than S200 to a Nike employee.
or(c)give a gift of any kind to any relative,friend,associate or charitable organization favored by a Nike employee if there is any implied expectation of a return
favor.
9.TRADEMARKS:Customer acknowledges NIKE's sole ownership of and exclusive right,title and interest in and to the name"NIKE,"the name"Jordan,"the
NIKE Swoosh logo design,the Jordan"Jumpman"logo,and all other trademarks owned by NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes
that the NIKE Tradema&possess substantial goodwill and agrees that it will not use or display NIKE Trademarks in a manner that would disparage or damage
them,or represent that it has any ownership in,or attempt to license.the NIKE Trademarks.All goodwill associated with Customer's use of the NIKE Trademarks
will be owned exclusively by NIKE.Customer will comply with NIKE's latest trademark usage guidelines,which NIKE may provide and circulate from time to
time,as well as any other policies governing the use of(i)NIKE logos and other trademarks,and(ii)product and athlete images and other copyrighted materials.
Upon request by NIKE.Customer will submit to NIKE.for its review,any public statements about NiKE or advertising materials bearing NIKE Trademarks,
Product images.athlete images.or Product descriptions.if NIKE does not approve such materials in writing.within five business days,tsie materials shall be
deemed rejected and Customer shall cease any use of the rejected materials.Customer will not use any marks confusingly similar to the NIKE Trademarks or use
the NIKE Trademarks in combination with other trademarks.Customer will notify NIKE in writing ol'an_v infringement or improper use of the NIKE Trademarks
that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and the NIKE reputation for quality are extremely valuable to NiKE.
m
and that NIKE does not authorize Customer to sell any daaged or defective NIKE Product. Accordingly.Customer agrees that NIKE Product which may be
dainaged or defective.for any reason,shall be,at NiKE's sole election.either returned to NiKE or disposed of according to NIKE's instructions. NiKE and its
agents shall have the right to witness such destruction.
10.LIMITED REMEDY;DISCLAIMER OF IMPLIED WARRANTIES:If any Product is defective.NIKE's sole and exclusive liability to Customer will be.
at NiKE's election,if the defect is material,to either(a)replace that defective Product or(b)refund the amount Customer paid NIKE for that defective Product.AS
BETWEEN CUSTOMER AND NIKE,NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES.EXPRESS AND IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY.FITNESS FOR A PARTICULAR PURPOSE.TITLE AND NONINFRiNGEMENT.
11.LIMITATION ON DAMAGES AND ACTIONS:NiKE WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT,INTERRUPTION OF BUSINESS OR
ANY SPECIAL,CONSEQNTIAL,INCIDENTAL.INDIRECT.SPECIAL,EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR SUSTAINED BY
CUSTOMER OR ANY OTHER PERSON.ANY ACTION(OTHER THAN FOR FAILURE TO PAY FOR GOODS DELIVERED)MUST BE COMMENCED
WITHIN ONE YEAR FROM THE EARLIER OF THE DATE OF DELIVERY OF THE NIKE PRODUCT OR THE DATE OF THE ORDER GiViNG RiSE TO
THE CLA!M-IN-NO-EVEN-T-WiLL-N!K_E'S LIABLITY TO CUSTOMER-EXCEED..-FOR DEFECTIVE PRODUCT.THE AMOUNT CUSTOMERPAID- -
NIKE FOR THE PRODUCT GIVING RiSE TO THE CLAiM.AND FOR ALL OTHER CLAIMS.THE AMOUNT CUSTOMER PAID NIKE WITHIN THE
THREE-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.These limitations will apply regardless of whether the legal theory of liability for
damages arises under contract,tort(including negligence and strict liability),or any other theory.
12.MODIFICATION:NIKE may at any time,in NIKE's sole discretion,modify its Terms and Conditions of sale.Each Order will be governed by the Terms and
Conditions in effect at the time Customer submits that Order.Accordingly.Customer will review the then-current version of the Terms and Conditions(available at
the Nike.net website,in the catalogue,or by request from NiKE)before placing each Order.An Order that has been accepted by NIKE may be modified only by a
written instrument which expresses an intent to amend,identifies the provision to be amended,and is signed by an authorized representative of NIKE.
13.CONFIDENTIALITY.
A. Non-Disclosure. Customer acknowledges that it may have access to information owned or controlled by NiKE or NIKE's Affiliates,disclosure of which would
cause substantial or irreparable harm to NIKE("Confidential Information.")Confidential Information includes the NIKE's marketing plans,information regarding
future releases of NIKE Product,and any other non-public material disclosed to Customer or to which Customer gains access.Customer shallrotect NIKI✓'s
Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade
secrets,but in any event no less tEan reasonable care.Customer shall make Confidential Information available only to those employees of Customer who need to
know the information in connection with Customer's business,and shall not disclose Confidential Information to any third party.
B. Publicity Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third partfor an interview or statement about NIKE
or NIKE Products.Customer will not answer questions or give statements about its relationship with NiKE or discuss NIKE Products under circumstances where
Customer knows or has reason to believe that the purpose of the request is to create content for publication in film,television,radio,print or online media,
including bloggingCustomer will not hold itself out as a representative of NIKE in any interview or statement,whether or not it is recorded.and whether or not it
is intend for such publication.
C. Idea Submission. If Customer chooses to submit to NIKE or share with NIKE any business plans,product or marketing ideas,or other materials.Customer
agrees that(i)NIKE is not subject to any restrictions in using such materials:Customer hereby grants to NIKE an irrevocable license to use such materials,without
compensation to Customer;and(ii)NIKE is under no obligation to use such plans,ideas.or other materials.or to commercially exploit them in any territory.
14.SEVERABILITY\WAIVER\CONSTRUCTION:If a court of competent jurisdiction determines that any provision of the Agreement is invalid or
unenforceable for any reason,that determination will not affect any other provision unless enforcement of the remaining provisions would be grossly inequitable
under the circumstances or would frustrate the primary purpose of the Agreement.A party's delay or failure to enforce or insist on strict compliance with any of the
provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement,and a party's waiver of any right related to the Agreement on one
occasion will not waive any other right, constitute a continuing waiver or waive that right on any other occasion.Customer has had the opportunity to consult with
its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attoey:therefore,no rule of
construction or interpretation that disfavors NIKE or that favors Customer will apply to its interpretatirn
on.
15.ATTORNEYS'FEES\GOVERNING LAWWORUM SELECTION:Customer will pay all costs,collection agency fees.expenses,reasonable attorney fees
(whether incurred prior to,at trial or on appeal)incurred by NIKE in connection with the collection of any past due sums.The Agreement,and all disputes ansmg
out of the Agreement or out of the relationship between NIKE and Customer.will be governed by the laws of the state of Oregon. THE UNITED NATIONS
CONVENTrON ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer irrevocably consents to the jurisdiction of
the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any
objection that such venue is an inconvenient forum.Customer will not initiate an action against NIKE in any other jurisdiction.NIKE may bring an action in any
forum.
16.FORCE MAJEURE:If it becomes impossible for either Customer or NIKE to perform its obligations under the Agreement as a result of fire,flood.
earthquake,or other natural disaster,that party's performance may be delayed for the duration of the force majeure event,except that nothing in this Section 16 will
excuse Customer from its payment obligations.
17.RESTRICTION ON ASSIGNMENT:Customer will not asstgn any right conferred herein by NIKE without the prior written consent of an authorized NiKE
representative.A change of control of Customer by stock sale or gilt,merger,operation of law,by contract,or otherwise,will be deemed an assignment for
ppurrpposes of this Section.Any attempted assignment or delegation by Customer will be void. NIKE may grant,withhold or condition its consent to assignment in
NIKE's of
discretion.if NIKE authorizes an assignment or delegation,that authorization will not release Customer from any of its obligations under tie
Agreement unless(a)the authorization expressly releases Customer,(b)the assignee or delegate agrees in writing to be bound by the Agreement;and(c)any
agreement between Customer and the assignee or delegate states that NIKE has the right to enforce Customer's rights against the assignee or delegate.
18.SET-OFF:In the event Customer is indebted to NIKE or to any NIKE affiliate,that debt may be offset against credits otherwise owing to Customer to reduce
or eliminate the credit.
19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be
construed to create a partnership,joint venture or any other relationship.
20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and.
supersedes prior and contemporaneous oral and written agreements,commitments and understandings concerning that subject matter.
Page 3 of 3
NIKEGOLF
Customer Open Item Statement
Statement Date ' ,= I 1/04/13
t ustomer Numbers 272920
Aecountllianager Ruby Ellette
Telephone 1.Ext �' 503-532-9347
CITY OF CARMEL
BROOKSHIRE GOLF CLUB Fax Number, 866-706-2723
12120 BROOKSHIRE PKWYE Mail Address RUBY.ELLETTE@NIKE.COM
CARMEL IN 46033-3314
This statement may be used as a remittance. Please use this form when sending payment.
For questions-pertaining to an invoice,please contact-your customer service representative at 1-800-922-6453.
For questions on items listed below please contact your Account Manager listed on this statement.
PAST DUE SINCE
Current 1-30 31-60 61-90 91+ Total Balance Past Due Balance
0.00 0.00 0.00 0.00 0.00 0.00 0.00
OPEN CREDIT MEMOS(Not included in 'PAST DUE SINCE' Totals)
Select itms Memo Nike Claim Reference PO Ship To Credit Amount
To Pav Number Number Number Number Account Amount Used
❑ 75063007 VERT PICK UP 272920 468.00- S
Credit Memo Total: S468.00-
Please remit to:
NIKE USA,Inc. -
PO Box 847648
Dallas TX_75284-7648
Page l of 1
VOUCHER NO. WARRANT NO.
ALLOWED 20
Nike USA, Inc.
IN SUM OF $
P.O. Box 847648
Dallas, TX 75284-7648
$495.74
ON ACCOUNT OF APPROPRIATION FOR
Brookshire Golf Club
PO#/Dept. INVOICE NO. ACCT#/TITLE AMOUNT Board Members
1207 75063007 43-560.07 ($468.00) 1 hereby certify that the attached invoice(s), or
1207 958312181 43-560.06 $888.74 bill(s) is (are)true and correct and that the
1207 I 958301238 I 43-560.07 ) $75.00
materials or services itemized thereon for
which charge is made were ordered and
received except
Tuesday, March 18, 2014
Director, Brookshire tplf Club
Title
Cost distribution ledger classification if
claim paid motor vehicle highway fund
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))
11/04/13 I 75063007 I Clubs I ($468.00)
03/11/14 I 958312181 I Soft Goods I $888.74
03/11/14 I 958301238 I Balls I $75.00
1 hereby certify that the attached invoice(s), or bill(s), is (are)true and correct and I have audited same in accordance
with IC 5-11-10-1.6
, 20
Clerk-Treasurer