HomeMy WebLinkAbout258479 05/10/16 4�'4,p�f!
CITY OF CARMEL, INDIANA VENDOR: 361198
® ONE CIVIC SQUARE NIKE USA INC CHECK AMOUNT: $*****1,584.94*
r_ ;�a, CARMEL, INDIANA 46032 PO BOX 847648 CHECK NUMBER: 258479
9M,«oN moo• DALLAS TX 75284-7648 CHECK DATE: 05/10/16
DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION
1207 4356006 986183959 551.65 GOLF SOFTGOODS
1207 4356006 986183960 1,033.29 GOLF SOFTGOODS
VOUCHER NO. WARRANT NO.
ALLOWED 20
NIKE USA INC
PO BOX 847648
IN SUM OF$
DALLAS, TX 75284-7648
$1,584.94
ON ACCOUNT OF APPROPRIATION FOR
Brookshire Golf Course
PO#/Dept. INVOICE NO. ACCT#/Fund AMOUNT Board Members
986183959 43-560.06 $551.65 1 hereby certify that the attached invoice(s), or
1207 101
986183960 43-560.06 $1,033.29 bills) is (are)true and correct and that the
1207 101 materials or services itemized thereon for
which charge is made were ordered and
received except
Thursday, May 05, 2016
Cost distribution ledger classification if
claim paid motor vehicle highway fund
'escribed by State Board of Accounts City Form No.201(Rev.1995)
ACCOUNTS PAYABLE VOUCHER
CITY OF CARMEL
,n invoice or bill to be properly itemized must show: kind of service,where performed,dates service rendered, by
Thom, rates per day, number of hours, rate per hour, number of units, price per unit,etc.
Payee
Purchase Order No.
Terms
Date Due
,voice Date Invoice# Description Amount
Dept. Fund# (or note attached invoice(s)or bill(s))
04/22/16 986183959 Golf Soft Goods $551.65
1207 101
04/22/16 986183960 Golf Soft Goods $1,033.29
1207 101
I hereby certify that the attached invoice(s),or bill(s), is(are)true and correct and I have audited same in accordance
with IC 5-11-10-1.6
20
Clerk-Treasurer
NIKE GOLF Lo--- Customer Number: 272920 Invoice Number: 986183960
Nike Order Number: 710881152 Invoice Date: 04/22/2016
INVOICE Nike Delivery Number: 370310014 Terms: Net 90
Customer PO No: COLTS Terms begin as of: 04/22/2016
Ordered by: Due Date: 07/21/2016
DUNS#:05-095-7364 Ordered on: 10/10/2015 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 BROOKSHIRE GOLF CLUB
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
686085-100 THERMA-FIT COVER-UP M EA 1 1 35.00 45.00 45.00
L EA 2 2 35.00 45.00 90.00
XL EA 2 2 35.00 45.00 90.00
2XL EA 1 1 35.00 45.00 45.00
"Subtotals 6 6 210.00 270.00 270.00
725516-480 NIKE VICTORY BOLD STRIPE M EA 1 1 32.50 42.50 42.50
L EA 2 2 32.50 42.50 85.00
XL EA 2 2 32.50 42.50 85.00
2XL EA 1 1 32.50 42.50 42.50
"Subtotals 6 6 195.00 255.00 255.00
725520-480 NIKE VICTORY MINI STRIPE M EA 1 1 30.00 40.00 40.00
L EA 2 2 30.00 40.00 80.00
XL EA 2 2 30.00 40.00 80.00
2XL EA 1 1 30.00 40.00 40.00
"Subtotals 6 6 180.00 240.00 240.00
725527-480 NIKE ICON COLOR BLOCK POL M EA 1 1 32.50 42.50 42.50
L EA 2 2 32.50 42.50 85.00
XL EA 2 2 32.50 42.50 85.00
2XL EA 1 1 32.50 42.50 42.50
"Subtotals 6 6 195.00 255.00 255.00
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 %z% per month will be chargeXon 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 TX 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,all"Order"),Customer agrees that such Order will be governed by the
terms and conditions of sale("the Terris 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 accepf 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 drat 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.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 tyfogi.aphical or other errors in pricing,may reduce or cancel any discounts previously offered to Customer,and may change its
prices at anytime.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 nolle 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 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&pping 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 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.Thefollowingg agp/�ies 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 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 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 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) or sell,consign or otherwise transfer Product(i)outside the United States(and,if a
o brick and mortar"store,other than at the approved physical store location or locations); (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)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.
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 con' nction with NIKE,advertising and marketing policies and methods that emphasize the quality and performance of the
Product;and(vi)comply with applicab)'ue 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
NIKE GOLF &o--'.
o--' Customer Number: 272920 invoice Number: 986183960
Nike Order Number: 710881152 invoice Date: 04/22/2016
INVOICE Nike Delivery Number: 370310014 Terms: Net 90
Customer PO No: COLTS Terms begin as of: 04/22/2016
Ordered by: Due Date: 07/21/2016
DUNS#:05-095-7364 Ordered on: 10/10/2015 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number: -------
Shipped From: Nike Golf:Memphis
Date Shipped: 04/22/2016
Order Type: Futures Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 19.510;
Bill of Lading Number:
Pro number:
Tracking Number: 058413370233973;
Packing list Number: 18334168
Number of Cartons: I
Special Label Instructions:
Store ID 272920
Wholesale Amount Sales Net of Discount Freight Total
780.00 1,020.00 13.29 1,033.29
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 gitt 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 Trademarts possess substantial goodwill and agrees that it will not use or displayNIKE Trademarks in a manner that would disparage or damage
them,or represent that it has an ownership in,`or attempt to license,the NIKE Trademarks.Algoodwill associated with Customer's use of the NiRE 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(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,t9e materials shall be
deemed rejected and Customer shall cease any use of the rejected materials.Customer will not use any marls confusingly similar to the NIKE Trademarks or use
the NIKE Trademarks in combination with oilier 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 thNIKE 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 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 subjectto 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 bias 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 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.C%stomer will not initiate an action against NIKE in any other jurisdiction.TfiKE 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
WWes of this Section.Any attempted assignment or delegation by Customer will be void. NIKE may grant,withhold or condition its consent to assignment in
NIKEs sole discretion.if NIKE authorizes an assignment or delegation,that authorization will not release Customer from any of its obligations under tyre
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 1 KE G O LF Customer Number: 272920 Invoice Number: 986183959
Nike Order Number: 710881153 Invoice Date: 04/22/2016
INVOICE Nike Delivery Number: 370251934 Terms: Net 90
Customer PO No: COLTS Terms begin as of: 04/22/2016
Ordered by: Due Date: 07/21/2016
DUNS#:05-095-7364 Ordered on: 10/10/2015 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 BROOKSHIRE GOLF CLUB
CARMEL IN 46033-3314 CARMEL IN 46033-3314
Material Customer Product Description Size UOM Quantity Quantityl Wholesale Net Unit Total
Product Code . Ordered Shipped Unit Price Price
686085-480 THERMA-FIT COVER-UP M EA 1 1 35.00 45.00 45.00
L EA 2 2 35.00 45.00 90.00
XL EA 2 2 35.00 45.00 90.00
2XL EA 1 1 35.00 45.00 45.00
*`Subtotals 6 6 210.00 270.00 270.00
725529-456 NIKE ICON HEATHER POLO M EA 1 1 35.00 45.00 45.00
L EA 2 2 35.00 45.00 90.00
XL EA 2 2 35.00 45.00 90.00
2XL EA 1 1 35.00 45.00 45.00
**Subtotals 6 6 210.00 270.00 270.00
VAS Customer Charges included in Net Unit Price
Shipped From: Nike Golf:Memphis
Date Shipped: 04/22/2016
Order Type: Futures Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 11.900;
Bill of Lading Number:
Pro number:
Tracking Number: 058413370235144;
Packing list Number: 18334218
Number of Cartons: 1
Special Label Instructions:
Store ID:272920
Wholesale Amount Sales Net of Discount Freight Total
420.00 540.00 11.65 551.65
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% er month will be charget�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 TX 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`imitting 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 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 Terns 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 pa 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 yCustomer�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 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 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 following ah�lies 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 Internetonl 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 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"
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) —Cusiomer 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)
purcb�ase 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 ter 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 Produce(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,fainly 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.
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(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"Junipinan"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 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 an,other policies governing the use of( NIKE logos and other trademarks,andt(ii)product and athlete images and other copyrighted materials.
Upon request by NIKE,Customer will submit to NIKE,Por its review,any public statements about NIKE or advertising materials bearing NIKE ffrademarks.
Product images,athlete images,or Product descriptions.If NIKE does not approve such materials in writing,within five business days,tFie materials shall be
deemed rejected and Customer shall cease any use of the rejected materials.Customer will not use any miAs confusingly similar to the NIKE Trademarks or use
the NIKE Trademarks in combination with oilier trademarks.Customer will notify NIKE in writingof 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,CONSEpUENTIAL,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 shall protect NIKi's
Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential infrmation or trade
secrets,but in any event no less t9L 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. Pmblicih,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 succi 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 an 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 comp`�iance 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 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 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
gunses 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.
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