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HomeMy WebLinkAbout258946 05/31/16 ,� �,q�° CITY OF CARMEL, INDIANA VENDOR: 359348 ® 1 ONE CIVIC SQUARE CALLAWAY GOLF COMPANY CHECK AMOUNT: $•""""'•194.30' :9 _� CARMEL, INDIANA 46032 PD Box 9002 CHECK NUMBER: 258946 M,�TON��. CARLSBAD CA 92018-9002 CHECK DATE: 05/31/16 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 1207 4356007 926846929 -192.15 GOLF HARDGOODS 1207 4356007 926846930 128.10 GOLF HARDGOODS 1207 4356007 926850629 258.35 GOLF HARDGOODS VOUCHER NO. WARRANT NO. Prescribed by State Board of Accounts City Form No.201(Rev.1995) CALLAWAY GOLF COMPANY ALLOWED 20 ACCOUNTS PAYABLE VOUCHER PO BOX 9002 IN SUM OF$ CITY OF CARMEL An invoice or bill to be properly itemized must show:kind of service,where performed,dates service CARLSBAD, CA 92018-9002 rendered,by whom,rates per day,number of hours,rate per hour,number of units,price per unit,etc. $194.30 Payee ON ACCOUNT OF APPROPRIATION FOR Purchase Order# Brookshire Golf Course Terms Date Due PO# ACCT# DATE INVOICE# DESCRIPTION DEPT# INVOICE# Fund# AMOUNT Board Members DEPT# FUND# (or note attached invoice(s)or bill(s)) AMOUNT 926846929 43-560.07 ($192.15) 1 hereby certify that the attached invoice(s),or 5/10/16 926846929 Golf Hard Goods ($192.15) 1207 101 1207 101 926846930 43-560.07 $128.10 bill(s)is(are)true and correct and that the 5/10/16 926846930 Golf Hard Goods $128.10 1207 101 materials or services itemized thereon for 1207 101 926850629 I 43-560.07 I $258.35 5/12/16 I 926850629 I Golf Hard Goods I $258.35 1207 101 which charge is made were ordered and 1207 101 received except Monday, May 23,2016 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 Cost distribution ledger classification if claim paid motor vehicle highway fund. Clerk-Treasurer -_ACCOUNT NUMBER__ INVOICE INVOICE DATE PO TERMS 15546 926846929 05/10/16 PUD ADJUSTMENT—_._ Credit Memo FREP ORDER DATE ORDER# - CONTACT NAME SHIP VIA REFERENCE NET DUE DATE 05/10/16 61389281 UPS GRD/STD ADJUSTMENT 09/07/16 STOCK NUMBER 'DESCRIPTION ORDER SHIP B.O. -LIST PRICE "DISCOUNT NET'PRICE EXTENSION 408315336337 WD RH XR 10.5 GR STF -1 -1 213.50 0.10 192.15 -192.15 REF INV#9266335 9 Orig.Invoice:0926 33559 Callaway Golfs preferred payment method is ACH or 4; - check. �r SUBTOTAL -192.15 Make your payment online—CallawayConnect.com Track your shipment-UPS.com BILL TO: CITY OF CARMEL BROOK((a��■ ' P.O.BOX 9002 12120 B OOKHIRE GOLF CLUB WWaa CARLSBAD,CA 92018-9002 CAR LIN 46033-3 PKWY Y� TELEPHONE(760)931-1771 CARMEL IN 46033-3314 TOTAL DUE -192.15 TOLL FREE(800)228-2767 SHIP TO: BROOKSHIRE GOLF CLUB RETURN AUTHORIZATION REQUIRED. CITY OF CARMEL ALL U.S.SALES MADE BY&SHIPPED BY CALLAWAY GOLF SALES COMPANY. CAR LIN 46033-3 PKWY CARMEL IN 46033-3314 Page 1 of 1 0001:0002 upon muse rigors. r.auaway mouses 11Ur LU uU Uusimess wiUi Urusc W—V- pa­ .,U 20) All specifications,samples,price lists,payment terms and other mtormation turnisneo oy the law, deceive or are otherwise unfair trade practices. The Company chooses not to do Callaway to Customer pursuant to this Sales Policy shall be considered proprietary and business with those who disparage its products or fail to fully promote them. Callaway may confidential information of Callaway.Customer shall not publish or disclose in any any of choose not to do business with those that violate any of its sales policies. Callaway's confidential information for any purpose. All of Callaway's information and all 5) Point of purchase displays belong to Callaway and must be surrendered upon request. copies thereof(including,without limitation,all materials containing or embodying Callaway's 6) Unpaid balances will bear a finance charge at the rate of 1.5%for each month or portion of a confidential information) are and shall remain the sole property of Callaway and shall be month they are overdue.Customer consents to the sole and exclusive jurisdiction of the federal returned promptly to Callaway upon completion or termination of the activity for which and state courts in San Diego,California,for any suit,action or proceeding arising from the sale Customer has obtained such confidential information or at any other time immediately upon or purchase of Callaway's products. Callaway's request. 7) Program benefits and/or account credits may be withheld from customers not in good credit 21) Customer represents and warrants that in its performance hereunder it will comply with standing. Credit limits are subject to evaluation and could be denied,adjusted or removed at all applicable federal, state, local and foreign laws, rules, regulations, administrative and any time at Callaway's sole discretion. Customers must immediately notify Callaway of executive orders,and pertinent governmental procurement regulations.Customer and its owners, ownership or financial responsibility changes. Callaway customer accounts are based on officers, directors,employees,or agents have not and will not engage in any activities that location;upon a change of financial responsibility at a location,the account balance becomes violate the United States Foreign Corrupt Practices Act,the UK Bribery Act,or any other anti- due and payable at that time. corruption laws or laws prohibiting the payment of commercial or private bribes.In particular, and not in limitation of the foregoing,Customer and its owners,officers,directors,employees, 8) Credits on account will be applied in accordance with policies determined by Callaway's credit or agents will not pay,offer,or promise to pay,or authorize the payment directly or indirectly, department. Please contact the credit department for information about the policy or to ask any of any money, gift, or anything of value to any government official for the purpose of questions about how it is applied. influencing any act or decision of such official or of the government to obtain or retain business, 9) Callaway may choose not to do business with those that resell its products for export outside the or direct business to any person.As used in this Section,"government official"means any continental United States. Callaway also may choose not to do business with those that sell to minister, officer, director or employee of a government or any department, agency, or persons other than consumers. By accepting delivery of product,Customer understands that instrumentality thereof, or of a public international organization (such as the World Bank, it is prohibited from selling such products for resale outside the continental United States International Monetary Fund or United Nations),or any person acting in an official capacity for and will not sell such products without approval from Callaway to persons other than or on behalf of any such government or department,agency,or instrumentality,or for or on consumers or from other than approved locations. behalf of any such public international organization. 10) To ensure that it provides the highest level of service, Callaway may monitor and record 22) Callaway shall be excused for delays in the performance of its obligations hereunder due customer telephone calls.Calling Callaway constitutes Customer's consent to monitoring and to causes beyond its reasonable control,or the control of its suppliers,including,but not limited recording. If Customer does not want a call monitored and recorded, please inform the to acts of God,acts of war,terrorism,riots,civil disorders,rebellions,revolutions,strikes,labor representative who answers the call. disputes, sabotage, accident or breakdown of machinery or plant, unavailability of 11) Customer purchasing product free from sales tax and making a taxable use of product(i.e.any transportation,restraints affecting the delivery of material or credit,any acts by a third party, any third party products or any other cause beyond the reasonable control of Callaway, purpose other than retention,demonstration,or display while holding for sale in the regular course of business)is responsible for the reporting and payment of tax due direct to the proper including, but not limited to failures or fluctuations in electrical power, heat, light, air conditioning,computer hardware and/or software or telecommunications equipment(each,an taxing authority when state law so provides or may inform Callaway of the desire for added tax billing. For example,product purchased for personal use,for use as rental club stock or drop "Event Force Majeure").Upon the occurrence of an Event of Force Majeure,Callaway shall shipped to a consumer in the state of California is considered taxable. Any questions a excussee d'for such non-performance,hindrance or delay,as applicable,of those obligations concerning sales tax should be directed to the Callaway Tax Department. affected by the Event Force Majeure for as long as such Event of Force Majeure continues and Callaway continues to use commercially reasonable efforts to recommence performance 12) Customer acknowledges that(i)Callaway's shipping terms are F.O.B.Shipping Point and legal whenever and to whatever extent possible without undue delay. If the Event of Force Majeure title and risk of loss transfers to the Customer upon delivery by Callaway of the purchased causes a delay of 120 consecutive days or more from the original date of performance,Customer products to the carrier,(ii)Callaway(as Customer's agent for this sole purpose)has obtained shall have the right to terminate the contract by written notice to Callaway,it being understood transit insurance on behalf of the Customer listing the customer as an insured party,(iii)in the that the right of termination shall be the sole and exclusive remedy of Customer. event of a transit loss,the Customer authorizes Callaway(as Customer's agent for this sole 23) TO THE FULLEST EXTENT PERMITTED BY LAW,COMPANY SHALL NOT BE purpose)to assist in negotiating and processing any such claims with the insurance company on LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, COMPENSATORY the Customer's behalf,and apply proceeds from any such claim to the Customer's accounts AND/OR SPECIAL DAMAGES,WHETHER OR NOT COMPANY WAS ADVISED OF OR receivable account and (iv) the Customer is fully responsible for all amounts related to WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT purchased products regardless of the amount of available insurance proceeds,if any. Requests LIMITATION,DAMAGES RESULTING FROM LOSS OF USE,PROFITS,BUSINESS OR for damage claims with carriers must be made within 21 days of invoice date. GOODWILL.IN NO EVENT SHALL COMPANY'S AGGREGATE LIABLITY ARISING 13) Delivery refusals may be subject to a 10%processing fee. All returns are at the sole discretion OT OF OR IN CONNECTION WITH THE SALE OF PRODUCTS,IN CONTRACT,TORT of Callaway and are subject to its policy on returns which is incorporated herein by reference.If OR OTHERWISE,EXCEED THE PURCHASE PRICE PAID BY CUSTOMER FOR THE you want a copy,please call customer service. PRODUCT TO WHICH SUCH LIABILITY RELATES. 14) Galloway's consumer warranty policy is set forth at vnvw.callawaveolfcom which constitutes 24) The invalidity or unenforceability of any provisions of these Terns shall not affect the the Company's sole warranty with respect to the Products it manufactures.Callaway disclaims validity or enforceability of any other provision of these Terms,which shall remain in full force all other warranties, express or implied, including, without limitation, the warranty of and effect. Callaway's failure to exercise or delay in exercising any right,power or privilege merchantability or the warranty of fitness for a particular purpose and assumes no responsibility under these Terms shall not operate as a waiver;nor shall any single or partial exercise of any for any special, incidental, or consequential damages as to all Products and components. right,power or privilege preclude any other or further exercise thereof. Callaway further disclaims any implied or express warranty of,and assumes no responsibility 25) This Sales Policy applies to all of Callaway's products,and Callaway reserves the right to for,defects in workmanship caused by third parties. change or discontinue this Sales Policy at any time,with or without reason or cause. 15) Callaway will not accept return of custom logo product unless defective in material or workmanship. Any changes or cancellations must be submitted prior to production. Customer order cancellation fees and change fees may apply to orders that have begun the production process. In the normal course of production,Callaway may produce custom logo products in Callaway Golf's Sales Policy can also be found on wtvw.callawayconnect.com. ACCOUNT NUMBER- INVOICE INVOICE DATE PO TERMS' 15546 926846930 05/10/16 PUD ADJUSTMENT—---- Net Due 60-days--- REP ORDER DATE ORDER# CONTACT NAME SHIP VIA REFERENCE NET DUEDATE 914 05/10/16 61389282 UPS GRD/STD ADJUSTMENT 07/09/16 ITEM STOCK NUMBER DESCRIPTION ORDER SHIP B.O. LIST PRICE DISCOUNT NET PRICE EXTENSION 420 408315336337 WD RH XR 10.5 GR STF 1 1 213.50 0.40 128.10 128.10 REF INV#9266335 9 Orig.Invoice:0926 33559 Callaway Golfs preferred payment method is ACH or ro y check. 7 SUBTOTAL 128.10 Make your payment online—CallawayConnect.com Track your shipment—UPS.com BILL TO: CITY OF CARMEL BROOKSHIRE GOLF CLUB �iaiu P.O.BOX 9002 12120 BROOKSHIRE PKWY v [� CARLSBAD,CA 92018-9002 CARMEL IN 46033-3314 TELEPHONE(760)931-1771 TOTAL DUE 128.10 TOLL FREE(800)228-2767 SHIP TO: BROOKSHIRE GOLF CLUB RETURN AUTHORIZATION REQUIRED. CITY OF CARMEL ALL U.S.SALES MADE BY&SHIPPED BY CALLAWAY GOLF SALES COMPANY. CAR LIN 46033-3 PKWY CARMEL IN 46033-3314 Page 1 of 1 0002:0002 upon mose ngms. cauaway chooses nor ro oo Dusmess wuu mush wDDsc sa­P14--b V-1— 20) All specifications,samples,price lists,payment terms and other mtormatton turmsnea Dy the law, deceive or are otherwise unfair trade practices. The Company chooses not to do Callaway to Customer pursuant to this Sales Policy shall be considered proprietary and business with those who disparage its products or fail to fully promote them. Callaway may confidential information of Callaway.Customer shall not publish or disclose in any way any of choose not to do business with those that violate any of its sales policies. Callaway's confidential information for any purpose. All of Callaway's information and all 5) Point of purchase displays belong to Callaway and must be surrendered upon request. copies thereof(including,without limitation,all materials containing or embodying Callaway's 6) Unpaid balances will bear a finance charge at the rate of 1.5%for each month or portion of a confidential information) are and shall remain the sole property of Callaway and shall be. month they are overdue.Customer consents to the sole and exclusive jurisdiction of the federal returned promptly to Callaway upon completion or termination of the activity for which and state courts in San Diego,California,for any suit,action or proceeding arising from the sale Customer has obtained such confidential information or at any other time immediately upon or purchase of Callaway's products. Callaway's request. 7) Program benefits and/or account credits may be withheld from customers not in good credit 21) Customer represents and warrants that in its performance hereunder it will comply with standing. Credit limits are subject to evaluation and could be denied,adjusted or removed at all applicable federal, state, local and foreign laws, rules, regulations, administrative and any time at Callaway's sole discretion. Customers must immediately notify Callaway of executive orders,and pertinent governmental procurement regulations.Customer and its owners, ownership or financial responsibility changes. Callaway customer accounts are based on officers,directors, employees,or agents have not and will not engage in any activities that location;upon a change of financial responsibility at a location,the account balance becomes violate the United States Foreign Corrupt Practices Act,the UK Bribery Act,or any other anti- due and payable at that time. corruption laws or laws prohibiting the payment of commercial or private bribes.In particular, and not in limitation of the foregoing,Customer and its owners,officers,directors,employees, 8) Credits on account will be applied in accordance with policies determined by Callaway's credit or agents will not pay,offer,or promise to pay,or authorize the payment directly or indirectly, department. Please contact the credit department for information about the policy or to ask any of any money, gift, or anything of value to any government official for the purpose of questions about how it is applied. influencing any act or decision of such official or of the government to obtain or retain business, 9) Callaway may choose not to do business with those that resell its products for export outside the or direct business to any person.As used in this Section,"government official"means any continental United States. Callaway also may choose not to do business with those that sell to minister, officer, director or employee of a government or any department, agency, or persons other than consumers. By accepting delivery of product,Customer understands that instrumentality thereof, or of a public international organization (such as the World Bank, it is prohibited from selling such products for resale outside the continental United States International Monetary Fund or United Nations),or any person acting in an official capacity for and will not sell such products without approval from Callaway to persons other than or on behalf of any such government or department,agency,or instrumentality,or for or on consumers or from other than approved locations. behalf of any such public international organization. 10) To ensure that it provides the highest level of service, Callaway may monitor and record 22) Callaway shall be excused for delays in the performance of its obligations hereunder due customer telephone calls.Calling Callaway constitutes Customer's consent to monitoring and to causes beyond its reasonable control,or the control of its suppliers,including,but not limited recording. If Customer does not want a call monitored and recorded, please inform the to acts of God,acts of war,terrorism,riots,civil disorders,rebellions,revolutions,strikes,labor representative who answers the call. disputes, sabotage, accident or breakdown of machinery or plant, unavailability of 11) Customer purchasing product free from sales tax and making a taxable use of product(i.e.any transportation,restraints affecting the delivery of material or credit,any acts by a third party, purpose other than retention,demonstration,or display while holding for sale in the regular any third party products or any other cause beyond the reasonable control of Callaway, course of business)is responsible for the reporting and payment of tax due direct to the proper including, but not limited to failures or fluctuations in electrical power, heat, light, air conditioning,computer hardware and/or software or telecommunications equipment(each,an taxing authority when state law so provides or may inform Callaway of the desire for added tax billing. For example,product purchased for personal use,for use as rental club stock or drop "Event Force Majeure").Upon the occurrence of an Event of Force Majeure,Callaway shall shipped to a consumer in the state of California is considered taxable. Any questions a excused d for such non-performance,hindrance or delay,as applicable,of those obligations concerning sales tax should be directed to the Callaway Tax Department. affected by the Event Force Majeure for as long as such Event of Force Majeure continues and Callaway continues to use commercially reasonable efforts to recommence performance 12) Customer acknowledges that(i)Callaway's shipping terms are F.O.B.Shipping Point and legal whenever and to whatever extent possible without undue delay. If the Event of Force Majeure title and risk of loss transfers to the Customer upon delivery by Callaway of the purchased causes a delay of 120 consecutive days or more from the original date of performance,Customer products to the carrier,(ii)Callaway(as Customer's agent for this sole purpose)has obtained shall have the right to terminate the contract by written notice to Callaway,it being understood transit insurance on behalf of the Customer listing the customer as an insured party,(iii)in the that the right of termination shall be the sole and exclusive remedy of Customer. event of a transit loss,the Customer authorizes Callaway(as Customer's agent for this sole 23) TO THE FULLEST EXTENT PERMITTED BY LAW,COMPANY SHALL NOT BE purpose)to assist in negotiating and processing any such claims with the insurance company on LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, COMPENSATORY the Customer's behalf,and apply proceeds from any such claim to the Customer's accounts AND/OR SPECIAL DAMAGES,WHETHER OR NOT COMPANY WAS ADVISED OF OR receivable account and (iv) the Customer is fully responsible for all amounts related to WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT purchased products regardless of the amount of available insurance proceeds,if any. Requests LIMITATION,DAMAGES RESULTING FROM LOSS OF USE,PROFITS,BUSINESS OR for damage claims with carriers must be made within 21 days of invoice date. GOODWILL. IN NO EVENT SHALL COMPANY'S AGGREGATE LIABLITY ARISING 13) Delivery refusals may be subject to a 10%processing fee. All returns are at the sole discretion OT OF OR IN CONNECTION WITH THE SALE OF PRODUCTS,IN CONTRACT,TORT of Callaway and are subject to its policy on returns which is incorporated herein by reference.If OR OTHERWISE,EXCEED THE PURCHASE PRICE PAID BY CUSTOMER FOR THE you want a copy,please call customer service. PRODUCT TO WHICH SUCH LIABILITY RELATES. 14) Callaway's consumer warranty policy is set forth at www.callaway olg fcom which constitutes 24) The invalidity or unenforceability of any provisions of these Terms shall not affect the the Company's sole warranty with respect to the Products it manufactures.Callaway disclaims validity or enforceability of any other provision of these Terms,which shall remain in full force all other warranties, express or implied, including, without limitation, the warranty of and effect. Callaway's failure to exercise or delay in exercising any right,power or privilege merchantability or the warranty of fitness for a particular purpose and assumes no responsibility under these Terms shall not operate as a waiver;nor shall any single or partial exercise of any for any special, incidental, or consequential damages as to all Products and components. right,power or privilege preclude any other or further exercise thereof. Callaway further disclaims any implied or express warranty of,and assumes no responsibility 25) This Sales Policy applies to all of Callaway's products,and Callaway reserves the right to for,defects in workmanship caused by third parties. change or discontinue this Sales Policy at any time,with or without reason or cause. 15) Callaway will not accept return of custom logo product unless defective in material or workmanship. Any changes or cancellations must be submitted prior to production. Customer order cancellation fees and change fees may apply to orders that have begun the production process. In the normal course of production,Callaway may produce custom logo products in Callaway Golfs Sales Policy can also be found on w�nv.callawayconnect.com. ACCOUNTNUMBER -4..t -INVOICE- -`+.= .INVOICEMATE; 15546 926850629 05/12/16 Spring 16 XR Replace Net Due 60 days PREP -ORDER`DATE °ORDER# "CONTACT.NAMEz SHIP VIA REFERENCE NET DUE DATE 939 05/10/16 37670058 UPS GRD/STD 07/11/16 ITEM STOCK-NUMBER DESCRIPTION . ORDER SHIP' B.O. 'LIST PRICE DISCOUNT NET PRICE EXTENSION DELIVERY NO 821209927 10 43679013A237 WD RH XR 16 DR 9.0 GR REG 1 1 287.50 0.14 247.25 247.25 TRACKING NO 1ZW9412EO367047258 Callaway Golfs preferred payment method is ACH or check. \S \ �.. SUBTOTAL 247.25 Make your payment online—CallawayConnect.com Track your shipment—UPS.com FRT CHARGE 11.10 BILL TO: CITY OF CARMEL _(Ita,,■ P.O.BOX 9002 BROOKSHIRE GOLF CLUB c�11 tv 12120 BROOKSHIRE PKWY 11 W. CARLSBAD,CA 92018-9002 CARMEL IN 46033-3314 •fes TELEPHONE(760)931-1771 TOTAL DUE 258.35 TOLL FREE(800)228-2767 SHIP TO: BROOKSHIRE GOLF CLUB RETURN AUTHORIZATION REQUIRED. CITY OF CARMEL ALL U.S.SALES MADE BY$SHIPPED BY CALLAWAY GOLF SALES COMPANY. CAR LIN 46033-3 PKWY CARMEL IN 46033-3314 0001:0001 Page 1 of 1 upon those rights. Gallaway chooses not to do business with those whose sales practices violate 20) All specifications,samples,price lists,payment terms and other information firmished by the law, deceive or are otherwise unfair trade practices. The Company chooses not to do Callaway to Customer pursuant to this Sales Policy shall be considered proprietary and business with those who disparage its products or fail to fully promote them. Callaway may confidential information of Callaway.Customer shall not publish or disclose in any way any of choose not to do business with those that violate any of its sales policies. Callaway's confidential information for any purpose. All of Callaway's information and all 5) Point of purchase displays belong to Callaway and must be surrendered upon request. copies thereof(including,without limitation,all materials containing or embodying Callaway's 6) Unpaid balances will bear a finance charge at the rate of 1.5%for each month or portion of a confidential information) are and shall remain the sole property of Callaway and shall be month they are overdue.Customer consents to the sole and exclusive jurisdiction of the federal returned promptly to Callaway upon completion or termination of the activity for which and state courts in San Diego,California,for any suit,action or proceeding arising from the sale Customer has obtained such confidential information or at any other time immediately upon or purchase of Callaway's products. Callaway's request. 7) Program benefits and/or account credits may be withheld from customers not in good credit 21) Customer represents and warrants that in its performance hereunder it will comply with standing. Credit limits are subject to evaluation and could be denied,adjusted or removed at all applicable federal, state, local and foreign laws, rules, regulations, administrative and any time at Callaway's sole discretion. Customers must immediately notify Callaway of executive orders,and pertinent governmental procurement regulations.Customer and its owners, ownership or financial responsibility changes. Callaway customer accounts are based on officers,directors, employees, or agents have not and will not engage in any activities that location;upon a change of financial responsibility at a location,the account balance becomes violate the United States Foreign Corrupt Practices Act,the UK Bribery Act,or any other anti- due and payable at that time. corruption laws or laws prohibiting the payment of commercial or private bribes.In particular, and not in limitation of the foregoing,Customer and its owners,officers,directors,employees, 8) Credits on account will be applied in accordance with policies determined by Callaway's credit or agents will not pay,offer,or promise to pay,or authorize the payment directly or indirectly, department. Please contact the credit department for information about the policy or to ask any of any money, gift, or anything of value to any government official for the purpose of questions about how it is applied. influencing any act or decision of such official or of the government to obtain or retain business, 9) Callaway may choose not to do business with those that resell its products for export outside the or direct business to any person. As used in this Section,"government official"means any continental United States. Callaway also may choose not to do business with those that sell to minister, officer, director or employee of a government or any department, agency, or persons other than consumers. By accepting delivery of product,Customer understands that instrumentality thereof, or of a public international organization (such as the World Bank, it is prohibited from selling such products for resale outside the continental United States International Monetary Fund or United Nations),or any person acting in an official capacity for and will not sell such products without approval from Callaway to persons other than or on behalf of any such government or department,agency,or instrumentality,or for or on consumers or from other than approved locations. behalf of any such public international organization. 10) To ensure that it provides the highest level of service, Callaway may monitor and record 22) Callaway shall be excused for delays in the performance of its obligations hereunder due customer telephone calls.Calling Callaway constitutes Customer's consent to monitoring and to causes beyond its reasonable control,or the control of its suppliers,including,but not limited recording. If Customer does not want a call monitored and recorded, please inform the to acts of God,acts of war,terrorism,riots,civil disorders,rebellions,revolutions,strikes,labor representative who answers the call. disputes, sabotage, accident or breakdown of machinery or plant, unavailability of 11) Customer purchasing product free from sales tax and making a taxable use of product(i.e.any transportation,restraints affecting the delivery of material or credit,any acts by a third party, purpose other than retention,demonstration,or display while holding for sale in the regular any third party products or any other cause beyond the reasonable control of Callaway, course of business)is responsible for the reporting and payment of tax due direct to the proper including, but not limited to failures or fluctuations in electrical power, heat, light, air taxing authority when state law so provides or may inform Callaway of the desire for added tax conditioning,computer hardware and/or software or telecommunications equipment(each,an billing. For example,product purchased for personal use,for use as rental club stock or drop "Event of Force Majeure").Upon the occurrence of an Event of Force Majeure,Callaway shall shipped to a consumer in the state of California is considered taxable. Any questions be excused for such non-performance,hindrance or delay,as applicable,of those obligations concerning sales tax should be directed to the Callaway Tax Department. affected by the Event of Force Majeure for as long as such Event of Force Majeure continues and Callaway continues to use commercially reasonable efforts to recommence performance 12) Customer acknowledges that(i)Callaway's shipping terms are F.O.B.Shipping Point and legal whenever and to whatever extent possible without undue delay. If the Event of Force Majeure title and risk of loss transfers to the Customer upon delivery by Callaway of the purchased causes a delay of 120 consecutive days or more from the original date of performance,Customer products to the carrier,(ii)Callaway(as Customer's agent for this sole purpose)has obtained shall have the right to terminate the contract by written notice to Callaway,it being understood transit insurance on behalf of the Customer listing the customer as an insured party,(iii)in the that the right of termination shall be the sole and exclusive remedy of Customer. event of a transit loss,the Customer authorizes Callaway(as Customer's agent for this sole 23) TO THE FULLEST EXTENT PERMITTED BY LAW,COMPANY SHALL NOT BE purpose)to assist in negotiating and processing any such claims with the insurance company on LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, COMPENSATORY the Customer's behalf,and apply proceeds from any such claim to the Customer's accounts AND/OR SPECIAL DAMAGES,WHETHER OR NOT COMPANY WAS ADVISED OF OR receivable account and (lthe Customer is fully responsible for all amounts related to WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT purchased products regardless of the amount available insurance proceeds,if any. Requests LIMITATION,DAMAGES RESULTING FROM LOSS OF USE,PROFITS,BUSINESS OR for damage claims with carriers must be made e within 21 days of invoice date. GOODWILL.IN NO EVENT SHALL COMPANY'S AGGREGATE LIABLITY ARISING 13) Delivery refusals may be subject to a 10%processing fee. All returns are at the sole discretion OT OF OR IN CONNECTION WITH THE SALE OF PRODUCTS,IN CONTRACT,TORT of Callaway and are subject to its policy on returns which is incorporated herein by reference.If OR OTHERWISE,EXCEED THE PURCHASE PRICE PAID BY CUSTOMER FOR THE you want a copy,please call customer service. PRODUCT TO WHICH SUCH LIABILITY RELATES. 14) Callaway's consumer warranty policy is set forth at www.callawavgoif.com which constitutes 24) The invalidity or unenforceability of any provisions of these Terms shall not affect the the Company's sole warranty with respect to the Products it manufactures.Callaway disclaims validity or enforceability of any other provision of these Terms,which shall remain in full force all other warranties, express or implied, including, without limitation, the warranty of and effect. Callaway's failure to exercise or delay in exercising any right,power or privilege merchantability or the warranty of fitness for a particular purpose and assumes no responsibility under these Terms shall not operate as a waiver;nor shall any single or partial exercise of any for any special, incidental, or consequential damages as to all Products and components. right,power or privilege preclude any other or further exercise thereof. Callaway further disclaims any implied or express warranty of,and assumes no responsibility for,defects in workmanship caused by third parties. 25) This Sales Policy applies to all of Galloway's products,and Callaway reserves the right to change or discontinue this Sales Policy at any time,with or without reason or cause. 15) Callaway will not accept return of custom logo product unless defective in material or workmanship. Any changes or cancellations must be submitted prior to production. Customer order cancellation fees and change fees may apply to orders that have begun the production process. In the normal course of production,Callaway may produce custom logo products in Callaway Golfs Sales Policy can also be found on www.caHawayconnect.com.