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HomeMy WebLinkAbout303089 09/15/16 ,Coq ,�o....���f >/ ,>� CITY OF CARMEL, INDIANA VENDOR: 365844 6 i ONE CIVIC SQUARE FUN EXPRESS CHECK AMOUNT: $*******466.47* =q CARMEL, INDIANA 46032 PO BOX 14463 CHECK NUMBER: 303089 9M�TON�, DES MOINES IA 50306-3463 CHECK DATE: 09/15/16 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 1081 4239039 679121029-01 36.91 GENERAL PROGRAM SUPPL 1081 4239039 679121330-01 167.87 GENERAL PROGRAM SUPPL 1081 4239039 679121461-01 120.77 GENERAL PROGRAM SUPPL 1081 4239039 679145490-01 140.92 GENERAL PROGRAM SUPPL Voucher No. Warrant No. 365844 Fun Express, LLC Allowed 20 P.O. Box 14463 Des Moines, IA 50306-3463 In Sum of$ $ 466.47 ON ACCOUNT OF APPROPRIATION FOR 108 ESE PO#or INVOICE NO. ACCT#MTLE AMOUNT Board Members Dept# 1081-7 67912102901 4239039 $ 36.91 1 hereby certify that the attached invoice(s), or 1081-2 67912133001 4239039 $ 167.87 bill(s) is(are)true and correct and that the 1081-3 67912146101 4239039 $ 120.77 materials or services itemized thereon for 1081-11 67914549001 4239039 $ 140.92 which charge is made were ordered and received except September 8, 2016 Signature $ 466.47 Accounts Payable Coordinator Cost distribution ledger classification if Title claim paid motor vehicle highway fund ACCOUNTS PAYABLE VOUCHER CITY OF CARMEL An invoice of 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. 365844 Fun Express, LLC Terms P.O. Box 14463 Des Moines, IA 50306-3463 Invoice _ Invoice _ Description Date Number (or note attached invoice(s)or bill(s)) PO# Amount 8/1'8/16 67912102901 Site Plan 1 Supplies 2016-2017 xx4233 $ 36.91 8/18/16 67912133001 eMarket&General Supplies xx4233a $ 167.87 8/18/16 67912146101 Site Plan 1 Supplies 2016-2017 xx4234 $ 120.77 8/22/16 67914549001 WB Program Supplies xx4244 $ 140.92 Total $ 466.47 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 180 --------------------------------------- � � Invoice#: a 6.791.2.1.029.-�01�� 08/18/2016 0 ® Page#: 1 0 w SOLD SHIP TO: g G5ZYKF00400285-370877 PRAIRIE TRACE/PARKS&REC CARMEL CLAY PARKS&REC DAWN KOEPPER MEAGAN STORMS 0 1411 E.116TH STREET 14200 N RIVER ROAD CARMEL,IN 46032-3455 CARMEL, IN 46033 N iltl�lilllllllll�lilliil�lilllll�lnlill�ll�iil�illl�llililll��i� Purchase Order,Numbierl Date`Ordered Date Shipped Bacrs Terms XX-4233 08/,1712011 x'0811812016 NO N� 30,DAYS _ Service Rep ese t� Ftumber of Cartons' Weight Shipped Vra - < ._ .V. ZUNI- 1 12LBS emumber�' 1 D-57/6601 2UN 2 CYO ALL ABOUT MEI POSTERS 7.19 14.38 1D-13661208 2UN 2 RAINBOW PLASTIC FUN LOOP CONNECTORS 2.39 4.78 113-113650259 10UN 10 RAINBOW FUN LOOPS REFILL ASSORTMENT- .78 7.80 AO-99/ENVL 1 PC 1 ATTACH PACKING LIST ENVELOPE CEIVED AUG 2 6 2016 B`�I: Call to speak to a customer service representative: 1-800-228-0122 Merchandise .5hipp�ng&HandUng Sates ax `i otalAmount Cert�ficate,Other t?ayments 5t3alan`04 ."ce -1-13 A40 n-OZA4V V PLEASE DETACH AND RETURN WITH REMITTANCE V V TERMS AND CONDITIONS OF ORDER 1. Acceptance and Delivery. Seller shall not be responsible for any delay in its performance beyond its control or beyond the control of its suppliers. The parties agree that,unless otherwise agreed to in writing and signed by both parties,shipping dates are approximate and that time is not of the essence.All orders by Buyer constitute offers to purchase which are subject to acceptance or rejection by Seller in Omaha,Nebraska and any contract for the sale of goods by Seller is formed and performed in Nebraska. Seller's acceptance of any order from Buyer is expressly conditional upon Buyer's assent to the terms and conditions set forth herein and Seller expressly limits its acceptance of Buyer's order to such terms and conditions and any additional or different terms proposed by Buyer,whether oral,written ore ctronic are expressly rejected. Notwithstanding any other quoted delivery time,Seller shall ship merchandise ordered by Buyer within 180 days or cancel the order for such merchandise.Unless and until Buyer ca•.celg an orRr,Buyer consents to the backorder or delay in shipping of merchandise of up to 180 days. If an item is backordered,Buyer may cancel such order at any time by providing notice of eancelation to Seller. 2. Pa.ment Terms. Payment terms shall be governed by the terms on the face of this order or invoice and the credit terms extended by Seller,if any. Any such credit terms maybe revoked by Seller at anytime. Payment shall be due and payable on the date so specified. Past due balances remaining unpaid will be subject to a delinquency charge at the rate of I V:percent per month or the maximum rate permitted by law, whichever is less;and Buyer shall pay all Seller's costs of collection of past due amounts,including but not limited to attorney fees and court costs.If credit terms are extended to Buyer,Buyer hereby grants a security interest in the merchandise purchased by Buyer and all proceeds from the sale or disposition of such merchandise and appoints Seller as Buyer's attomey-in-fact to execute on Buyer's behalf any Uniform Commercial Code financing statements Seller deems reasonably necessary to perfect Seller's security interest.Buyer agrees to pay$40.00 per check on all returned or insufficient funds checks.Seller agrees and acknowledges that Buyer tenders payment for each order and Seller is authorized to charge Buyers credit card or other charge account(whether Seller or a third party is the creditor)only as of the day Seller ships the order and only in respect to the merchandise shipped.Seller has no authorization or right to payment prior to the day Seller ships the merchandise ordered by Buyer. 3. Warranty and Risk of Loss. Seller shall,at its election,either repair,replace,or refund the purchase price,exclusive of shipping and handling charges,for any merchandise which is defective in workmanship or material and for which Buyer makes a claim within five(5)days after receipt of the merchandise. When making such a claim,Buyer must submit both the original packing slip and the defective merchandise itself(or a sample thereof),unless these conditions are waived by Seller in writing. This paragraph constitutes Seller's sole obligation as to the merchandise,and the Buyer acknowledges that this paragraph sets forth Buyer's exclusive remedy for any breach of warranty or other duty related to the merchandise or quality thereof.Any refund for merchandise shall not include shipping and handling,unless otherwise agreed by Seller in writing. At its discretion,Seller may charge a restocking fee,not to exceed twenty-five percent(25%)for returned merchandise. Title to the merchandise passes to Buyer at and Buyer bears all risk of loss from the time the merchandise is loaded onto common carrier to be shipped to Buyer,regardless of whether Seller pays freight: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,SELLER MAKES NO OTHER WARRAN'T'IES,EXPRESS OR IMPLIED,OR WITH RESPECT TO ANY APPROVALS,CHARACTERISTICS,CERTIFICATIONS,INGREDIENTS,BENEFITS,USES,STANDARDS,QUALITY OR GRADE OF ANY MERCHANDISE,OR ARISING BY CUSTOM OR TRADE USAGE AND,SPECIFICALLY,MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRAN'T'IES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE MERCHANDISE ARE HEREBY SUPERCEDED, EXCLUDED AND DISCLAIMED. THE EXPRESS WARRANTY CONTAINED IN PARAGRAPH 3 HEREIN CONSTITUTES THE SOLE AND EXCLUSIVE WARRANTY MADE BY SELLER AND IS IN LIEU OF ALL OTHER WARRANTIES.IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL,INDIRECT,SPECIAL,PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS,EVEN IF SELLER IS ADVISED OF THE POSSIBILITY OF THE SAME IN ADVANCE. SELLER'S AGGREGATE LIABILITY IS LIMITED TO THE AMOUNT ACTUALLY PAID BY BUYER. 4. Product Descriptions. Seller periodically adds,changes,modifies and updates its catalogs and website,including without limitation these Terms and Conditions.Seller tries to be as accurate as possible,but makes no warranties or representations that(a)the content,including product descriptions,prices and depictions,are accurate,complete,reliable,current or error-free,(b)any merchandise has any particular approvals, certifications,characteristics,uses,ingredients,or benefits,or(c)any merchandise is of or meets any particular standard,certification,quality or grade,Seller assumes no liability with respect to any of the forgoing.If a product purchased is not as described or expected,Buyer's sole remedy is to return it in unused condition. 5. Nonwaiver of Defaults. Each shipment made under any order shall be treated as a separate transaction,but in the event of any default by Buyer,Seller may decline to make further shipments without in any way affecting Seller's rights under such order. If,despite a default by Buyer,Seller elects to continue to make shipments,or accept further orders from Buyer,such action(s)shall not constitute a waiver of any default by Buyer,or in any way affect Seller's legal or equitable remedies for any such default,or of any default at any prior or subsequent time. Any refund,credit,gift certificate or discount due Buyer may be offset against amounts owed to Seller. 6. Dispute Resolution.Buyer agrees that any action brought by Buyer to resolve any claim,dispute or controversy of any nature arising out of or related to any order or transaction between Buyer and Seller or any merchandise sold or distributed by Seller or any policy,statement,representation,advertisement,promotion,offer,customer information of Seller,or these Terms and Conditions shall be brought in a court of competent jurisdiction in Douglas County,Nebraska and Buyer hereby consents to the exclusive jurisdiction of such courts. All such claims,disputes or controversies shall be resolved individually and not as part of any class action or class arbitration and the right to commence or participate in any class proceedings is specifically waived by Buyer. 7. Personalized Product. If the order includes personalization of product or the printing or other reproduction of trademarks,service marks,bade names,logos,messages or business symbols("Marks"),Buyer hereby grants to Seller the non-exclusive right and license to use such Marks on the products and to cause the products to be produced with the Marks. Buyer further grants permission and consents to Seller's use of a photograph or other likeness of the finished products for purposes of advertising or promoting Seller's business relating to such personalization production work and merchandise sales. Seller shall have no right,title or other interest in the Marks except as expressly granted herein. Buyer represents and warrants that it owns the Marks and is authorized to license the Marks to Seller. Buyer agrees to indemnify and hold harmless Seller from any loss,liability,damage,claims,demands,actions,costs or expense of any nature(including attorney fees)arising out of or in any manner connected with Buyer's or Seller's use of the Marks.Seller reserves the right to reject or rescind any order for personalized product in its sole discretion. 8. Compliance with Laws and Indemnification. Buyer agrees to provide Seller with written notice prior to placing any order if Buyer intends to distribute any product into the state of California and acknowledges and agrees that any such distribution of product into the state of California may require appropriate Proposition 65(Title 22 of the California Code of Regulations)warning labels.If Buyer fails to provide such notice or fails to provide appropriate Proposition 65 warnings and distributes any product into the state of California,Buyer agrees to indemnify,defend and holdharmless Seller from and against any and all costs, damages,liability and expenses(including attorney fees)arising out of any alleged Proposition 65 violations.In addition,if Buyer intends to resell,distribute or export any product,Buyer agrees to bear all responsibility for compliance with the laws,rules and regulations of the jurisdiction in which the product is resold or to which the product is distributed or exported,and Buyer agrees to indemnify,defend and hold harmless Seller from and against any and all costs,damages,liability,fines,penalties and expenses(including attorney fees)arising out of any such resale,distribution or exportation. 9. Electronic Communications. WHEN BUYER PROVIDES SELLER WITH BUYER'S EMAIL ADDRESS OR TELEPHONE NUMBER,SENDS SELLER EMAILS OR VISITS THE SELLER'S WEBSITE OR SOCIAL MEDIA CHANNELS, BUYER IS COMMUNICATING WITH SELLER ELECTRONICALLY AND CONSENTS TO RECEIVE COMMUNICATIONS FROM SELLER ELECTRONICALLY.SELLER MAY COMMUNICATE WITH BUYER BY TELEPHONE,EMAIL,TEXT,FACSIMILE,SOCIAL MEDIA OR BY POSTING NOTICES ON SELLER'S WEBSITE.BUYER EXPRESSLY CONSENTS TO RECEIVE ANY SUCH COMMUNICATIONS AND AUTHORIZES SELLER TO DELIVER OR CAUSE TO BE DELIVERED ADVERTISEMENTS OR TELEPHONE MESSAGES USING AUTOMATIC DIALING SYSTEMS OR PRERECORDED VOICE TO THE TELEPHONE NUMBERS BUYER PROVIDES,AND BUYER HEREBY WAIVES ANY CLAIMS BASED ON SUCH COMMUNICATIONS.BUYER AGREES THAT ALL NOTICES,DISCLOSURES,AGREEMENTS OR OTHER COMMUNICATIONS SELLER PROVIDES ELECTRONICALLY SATISFY ANY LEGAL REQUIREMENT THAT SUCH COMMUNICATIONS BE IN WRITING. 10. International Trade.If Buyer is purchasing merchandise for delivery or importation to a country other than the United States,Buyer is solely responsible for and will comply with all applicable laws,rules, regulations,and treaties of the United States and the jurisdiction of the destination of the merchandise in connection with the transportation,exportation,importation,delivery,distribution and resale of the merchandise. Buyer is also solely responsible for and shall obtain all certifications,declarations,accreditation,registrations,tests,licenses,permits,inspections,or similar requirements of any jurisdiction of the destination of the merchandise and shall bear all costs and expenses related thereto and shall bear all costs and expenses relating to any taxes,duties,levees,or assessments associated with the transportation,exportation,and importation of the merchandise.Seller makes no representations or warranties with respect to the foregoing or that the merchandise is suitable for or will comply with applicable laws of-any jurisdiction. 11. Miscellaneous. No amendment,modification or addition to these terms and conditions shall be binding unless expressly agreed to in writing and signed by Seller. These terms and conditions shall be binding upon Buyer,its permitted successors and assigns,and shall inure to the benefit of Seller.Any waiver by Seller of any part herein shall not constitute a waiver of any other part.These terms and conditions shall be construed under and governed by the substantive laws and not the choice of law Hiles of the state of Nebraska. Buyer consents to and agrees that any state or federal court in Douglas County,Nebraska shall have personal and subject matter jurisdiction over Buyer and this Agreement;that Nebraska has the most significant contacts with this Agreement,to the exclusion of any other state;and that any legal dispute brought by either Buyer or Seller relating to this Agreement will be instituted in Douglas County,Nebraska pursuant to section 6 above. Buyer expressly consents and agrees to receive communications regarding any order or transaction from Seller by electronic mail and facsimile. 180 Ire...-. .-,.np_, Invoice_# 67.91'27330-013 f � {08118/201-. N Page#: 1 N O w SOLD SHIP TO: G5ZYKFOO CARMEL 4CLAY PARKS&REC JZ 285 Ji ED CHERRY TREE/PARKS&REC DAWN KOEPPER TIFFANY BUCKINGHAM 1411 E.116TH STREET AUG 2 6 2016 3989 HAZEL DELL PARKWAY CARMEL, IN 46032-3455 CARMEL, IN 46032 Purchase Qrtler NFumher Dafe Ordere l Date Shipped Back orders Terms ,,, � LXX-42�3A � , 08177/2016 �0811812016 NO � NETS 30 DAYS � �� Service Represen#atlue Number of Cartons' Weight Shipped Via -- tetrt Num Orcer Qty Ship Q [)escriptto3iounE�= 1D-13665466 213Z 2 MINI WATER TUBES WITH GLITTER 9.59 19.18 ID-16/242 1DZ 1 KNITTED KICK BALLS 6.39 6.39 1D-5/1562 1UN 1 BOUNCING BALL ASSORTMENT(100 PC) 17.59 17.59 1D-6/99 1DZ 1 MINI PLUSH DOLPHINS 10.39 10.39 1 D-58/2011 2ST 2 AMAZING ANIMAL TAILS 6 PC SET 7.99 15.98 1D-39/1170 1UN 1 NINJA WARRIORS(4DZ) 6.80 6.80 1D-39/1854 1UN 1 PEARLIZED SQUISHY HORSES(4DZ) 4.79 4.79 1D-12/3181 1UN 1 MINI MESH STRESS BALLS(24UN) 9.59 9.59 1D-12/1862 1UN 1 MINI NOISE PUTTY(4DZ) 7.99 7.99 1D-13727587 1UN 1 SUPERHERO PLAYGROUND BALLS 6 PC 27.99 27.99 1D-24/540 1GR 1 TOOTH SAVER NECKLACES 6.00 6.00 113-13661095 1UN 1 FUN AND GAMES ASSORTMENT(100PC) 27.99 27.99 1D-16/1212 113Z 1 MAGIC WORM 7.19 7.19 AO-99/ENVL 113C 1 ATTACH PACKING LIST ENVELOPE Call to speak to a customer service representative: 1-800-228-0122 Merchandise g i'aSh�pp r-444'in ling'! Sales ax 'To61 Amount Ceri ficate Uther `Payments dance Due �' � *x' 1.67 87 . Q1= ,c ryi, V V PLEASE DETACH AND RETURN WITH REMITTANCE V V TERMS AND CONDITIONS OF ORDER 1. Acceptance and Delivery. Seller shall not be responsible for any delay in its performance beyond its control or beyond the control of its suppliers. The parties agree that,unless otherwise agreed to in writing and signed by both parties,shipping dates are approximate and that time is not of the essence.All orders by Buyer constitute offers to purchase which are subject to acceptance or rejection by Seller in Omaha,Nebraska and any contract for the sale of goods by Seller is formed and performed in Nebraska. Seller's acceptance of any order from Buyer is expressly conditional upon Buyer's a;:xnt•todhe'erms and conditions set forth herein and Seller expressly limits its acceptance of Buyer's order to such terms and conditions and any additional or different terms proposed by Buyer,whether oral,written or electronic are expressly rejected. Notwithstanding any other quoted delivery time,Seller shall ship merchandise ordered by Buyer within 180 days or cancel the order for such merchandise.Unless and until Buyer cancels an order,Buyer consents to the backorder or delay in shipping of merchandise of up to 180 days. If an item is backordered,Buyer may cancel such order at anytime by providing notice of eancelation to Seller. 2. Payment Terms. Payment terns shall be governed by the terms on the face of this order or invoice and the credit terms extended by Seller,if any. Any such credit terms maybe revoked by Seller at any time. Payment shall be due and payable on the date so specified. Past due balances remaining unpaid will be subject to a delinquency charge at the rate of I%:percent per month or the maximum rate permitted by law, whichever is less;and Buyer shall pay all Seller's costs of collection of past due amounts,including but not limited to attorney fees and court costs. If credit terms are extended to Buyer,Buyer hereby grants a security interest in the merchandise purchased by Buyer and all proceeds from the sale or disposition of such merchandise and appoints Seller as Buyer's attorney-in-fact to execute on Buyer's behalf any Uniform Commercial Code financing statements Seller deems reasonably necessary to perfect Seller's security interest.Buyer agrees to pay 540.00 per check on all returned or insufficient funds checks.Seller agrees and acknowledges that Buyer tenders payment for each order and Seller is authorized to charge Buyer's credit card or other charge account(whether Seller or a third party is the creditor)only as of the day Seller ships the order and only in respect to the merchandise shipped.Seller has no authorization or right to payment prior to the day Seller ships the merchandise ordered by Buyer. 3. Warranty and Risk of Loss. Seller shall,at its election,either repair,replace,or refund the purchase price,exclusive of shipping and handling charges,for any merchandise which is defective in workmanship or material and for which Buyer makes a claim within five(5)days after receipt of the merchandise. When making such a claim,Buyer must submit both the original packing slip and the defective merchandise itself(or a sample thereof),unless these conditions are waived by Seller in writing. This paragraph constitutes Seller's sole obligation as to the merchandise,and the Buyer acknowledges that this paragraph sets forth Buyer's exclusive remedy for any breach of warranty or other duty related to the merchandise or quality thereof.Any refund for merchandise shall not include shipping and handling,unless otherwise agreed by Seller in writing. At its discretion,Seller may charge a restocking fee,not to exceed twenty-five percent(25%)for returned merchandise. Title to the merchandise passes to Buyer at and Buyer bears all risk of loss from the time the merchandise is loaded onto common carrier to be shipped to Buyer,regardless of whether Seller pays freight. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,SELLER MAKES NO OTHER WARRANTIES,EXPRESS OR IMPLIED,OR WITH RESPECT TO ANY APPROVALS,CHARACTERISTICS,CERTIFICATIONS,INGREDIENTS,BENEFITS,USES,STANDARDS,QUALITY OR GRADE OF ANY MERCHANDISE,OR ARISING BY CUSTOM OR TRADE USAGE AND,SPECIFICALLY,MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE MERCHANDISE ARE HEREBY SUPERCEDED, EXCLUDED AND DISCLAIMED. THE EXPRESS WARRANTY CONTAINED IN PARAGRAPH 3 HEREIN CONSTITUTES THE SOLE AND EXCLUSIVE WARRANTY MADE BY SELLER AND IS IN LIEU OF ALL OTHER WARRANTIES.IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL,INDIRECT,SPECIAL,PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS,EVEN IF SELLER IS ADVISED OF THE POSSIBILITY OF THE SAME IN ADVANCE. SELLER'S AGGREGATE LIABILITY IS LIMITED TO THE AMOUNT ACTUALLY PAID BY BUYER. 4. Product Descriptions. Seller periodically adds,changes,modifies and updates its catalogs and website,including without limitation these Terms and Conditions.Seller tries to be as accurate as possible,but makes no warranties or representations that(a)the content,including product descriptions,prices and depictions,are accurate,complete,reliable,current or error-free,(b)any merchandise has any particular approvals, certifications,characteristics,uses,ingredients,or benefits,or(c)any merchandise is of or meets any particular standard,certification,quality or grade,Seller assumes no liability with respect to any of the forgoing.If a product purchased is not as described or expected,Buyer's sole remedy is to return it in unused condition. 5. Nonwaiver of Defaults. Each shipment made under any order shall be treated as a separate transaction,but in the event of any default by Buyer,Seller may decline to make further shipments without in any way affecting Seller's rights under such order. If,despite a default by Buyer,Seller elects to continue to make shipments,or accept further orders from Buyer,such action(s)shall not constitute a waiver of any default by Buyer,or in any way affect Seller's legal or equitable remedies for any such default,or of any default at any prior or subsequent time. Any refund,credit,gift certificate or discount due Buyer may be offset against amounts owed to Seller. 6. Dispute Resolution. Buyer agrees that any action brought by Buyer to resolve any claim,dispute or controversy of any nature arising out of or related to any order or transaction between Buyer and Seller or any merchandise sold or distributed by Seller or any policy,statement,representation,advertisement,promotion,offer,customer information of Seller,or these Terms and Conditions shall be brought in a court of competent jurisdiction in Douglas County,Nebraska and Buyer hereby consents to the exclusive jurisdiction of such courts. All such claims,disputes or controversies shall be resolved individually and not as part of any class action or class arbitration and the right to commence or participate in any class proceedings is specifically waived by Buyer. 7. Personalized Product. If the order includes personalization of product or the printing or other reproduction of trademarks,service marks,trade names,logos,messages or business symbols("Marks"),Buyer hereby grants to Seller the non-exclusive right and license to use such Marks on the products and to cause the products to be produced with the Marks. Buyer further grants permission and consents to Seller's use of a photograph or other likeness of the finished products for purposes of advertising or promoting Seller's business relating to such personalization production work and merchandise sales. Seller shall have no right,title or other interest in the Marks except as expressly granted herein. Buyer represents and warrants that it owns the Marks and is authorized to license the Marks to Seller. Buyer agrees to indemnify and hold harmless Seller from any loss,liability,damage,claims,demands,actions,costs or expense of any nature(including attorney fees)arising out of or in any manner connected with Buyer's or Seller's use of the Marks.Seller reserves the right to reject or rescind any order for personalized product in its sole discretion. 8. Compliance with Laws and Indemnification. Buyer agrees to provide Seller with written notice prior to placing any order if Buyer intends to distribute any product into the state of California and acknowledges and agrees that any such distribution of product into the state of Califomia may require appropriate Proposition 65(Title 22 of the California Code of Regulations)warning labels.If Buyer fails to provide such notice or fails to provide appropriate Proposition 65 warnings and distributes any product into the state of Califomia,Buyer agrees to indemnify,defend and hold harmless Seller from and against any and all costs, damages,liability and expenses(including attorney fees)arising out of any alleged Proposition 65 violations.In addition,if Buyer intends to resell,distribute or export any product,Buyer agrees to bear all responsibility for compliance with the laws,rules and regulations of the jurisdiction in which the product is resold or to which the product is distributed or exported,and Buyer agrees to indemnify,defend and hold harmless Seller from and against any and all costs,damages,liability,fines,penalties and expenses(including attorney fees)arising out of any such resale,distribution or exportation. 9. Electronic Communications. WHEN BUYER PROVIDES SELLER WITH BUYER'S EMAIL ADDRESS OR TELEPHONE NUMBER,SENDS SELLER EMAILS OR VISITS THE SELLER'S WEBSITE OR SOCIAL MEDIA CHANNELS, BUYER IS COMMUNICATING WITH SELLER ELECTRONICALLY AND CONSENTS TO RECEIVE COMMUNICATIONS FROM SELLER ELECTRONICALLY.SELLER MAY COMMUNICATE WITH BUYER BY TELEPHONE,EMAIL,TEXT,FACSIMILE,SOCIAL MEDIA OR BY POSTING NOTICES ON SELLER'S WEBSITE.BUYER EXPRESSLY CONSENTS TO RECEIVE ANY SUCH COMMUNICATIONS AND AUTHORIZES SELLER TO DELIVER OR CAUSE TO BE DELIVERED ADVERTISEMENTS OR TELEPHONE MESSAGES USING AUTOMATIC DIALING SYSTEMS OR PRERECORDED VOICE TO THE TELEPHONE NUMBERS BUYER PROVIDES,AND BUYER HEREBY WAIVES ANY CLAIMS BASED ON SUCH COMMUNICATIONS.BUYER AGREES THAT ALL NOTICES,DISCLOSURES,AGREEMENTS OR OTHER COMMUNICATIONS SELLER PROVIDES ELECTRONICALLY SATISFY ANY LEGAL REQUIREMENT THAT SUCH COMMUNICATIONS BE IN WRITING. 10. International Trade.If Buyer is purchasing merchandise for delivery or importation to a country other than the United States,Buyer is solely responsible for and will comply with all applicable laws,rules, regulations,and treaties of the United States and the jurisdiction of the destination of the merchandise in connection with the transportation,exportation,importation,delivery,distribution and resale of the merchandise. Buyer is also solely responsible for and shall obtain all certifications,declarations,accreditation,registrations,tests,licenses,permits,inspections,or similar requirements of any jurisdiction of the destination of the merchandise and shall bear all costs and expenses related thereto and shall bear all costs and expenses relating to any taxes,duties,levees,or assessments associated with the transportation,exportation,and importation of the merchandise.Seller makes no representations or warranties with respect to the foregoing or that the merchandise is suitable for or will comply with applicable laws of any jurisdiction. 11. Miscellaneous. No amendment,modification or addition to these terms and conditions shall be binding unless expressly agreed to in writing and signed by Seller. These terms and conditions shall be its permitted binding upon Buyer, successors and assign,and shall inure to the benefit of Seller.Any waiver by Seller of any part herein shall not constitute a waiver of any other part.These terms and conditions shall be construed under and governed by the substantive laws and not the choice of law rules of the state of Nebraska. Buyer consents to and agrees that any state or federal court in Douglas County,Nebraska shall have personal and subject matter jurisdiction over Buyer and this Agreement;that Nebraska has the most significant contacts with this Agreement,to the exclusion of any other state;and that any legal dispute brought by either Buyer or Seller relating to this Agreement will be instituted in Douglas County,Nebraska pursuant to section 6 above. Buyer expressly consents and agrees to receive communications regarding any order or transaction from Seller by electronic mail and facsimile. 180 Invoice# -67912.146141 D�ate�,��� Q8/18%2U1 Page#: 1 0 W SOLD SHIP TO: aoaoo CARMEL COLLEGE WOOD/PARKS&REC � CARMEL CLAA Y PARKS&REC DAWN KOEPPER JAMES.DOWELL 0 1411 E. 116TH STREET 12415 SHELBOU.RNE ROAD 0 CARMEL, IN 46032-3455 CARMEL, IN 46033 N chae Qrier Number DateOi�dered Date Shlped� Back;Order Terms ��� 3 �- C-4234NET 30 DAYS - Servide Re esentatr Num ber�f Cartons' Welghf Supped 1/tai s" 'dsi S F �3 4111A1� ID-13706061 4UN 4 FALL FLOWER ORNAMENT CK-12 3.99 15.96 1D-13705990 4UN 4 3D POM POM FALL PALS 5.80 23.20 1D-13747487 2UN 2 FALL LEAF SUNCATCHERS 24 PC 7.99 15.98 1D-5/720 2UN 2 MEGA STAMP ASSORTMENT(100PC) 16.98 33.96 1D-13747369 4UN 4 FALL LEAFY HEDGEHOG MAGNET CK-12 4.60 18.40 1D-3/528 1UN 1 DECORATIVE FALL LEAVES(250PCS) 3.32 3.32 AO-99/ENVL IPC 1 ATTACH PACKING LIST ENVELOPE CIV EED AUG 2 6 2016 BY: Call to speak to a customer service representative: 1-800-228-0122 . handise; ,.StFrrpping$�Handirng Saies ota ,Amount ` Certrficate Q Pinein Bat�I� f� et a _ (�ry/� /� A ��"! �''-„ ...'a,}``..•”«k,s'.a.k utw "7 ,5.. .,:.:-a`:YV t "'''� V.. i�s .i....", a4...... +s '. .. a V V PLEASE DETACH AND RETURN WITH REMITTANCE V V -------------- - -- - - -- -- TERAiS AND CONDITIONS OF ORDER I. Acceptance and Delivery. Seller shall not be responsible for any delay in its performance beyond its control or beyond the control of its suppliers. The parties agree that,unless otherwise agreed to in writing and signed by both parties,shipping dates are approximate and that time is not of the essence. All orders by Buyer constitute offers to purchase which are subject to acceptance or rejection by Seller in Omaha,Nebraska and any contract for the sale of goods by Seller is formed and performed in Nebraska. Seller's acceptance of any order from Buyer is expressly conditional upon Buyer's assent to the terms and conditions set forth herein and Seller expressly limits its acceptance of Buyer's order to such tents and conditions and any additional or different terms proposed by Buyer,whether oral,written or electrorilc are expressly rejected. Notwithstanding any other quoted delivery time.Seller shall ship merchandise ordered by Buyer within 180 days or cancel the order for such merchandise.Unless and unrAP-Iftyer cri an order,Buyer consents to the backorder or delay in shipping of merchandise of up to 180 days. Iran item is backordered.Buyer may cancel such order at any time by providing notice of eancelation to Seller. 2 Payment Terms. Payment terms shall be governed by the terms on the face of this order or invoice and the credit terms extended by Seller,if any. Any such credit temp may be revoked by Seller at any time. Payment shall he due and payable on the date so specified. Past due balances remaining unpaid will be subject to a delinquency charge at the rate of IV,percent per month or the maximum rate permitted by law, whichever is less:and Buyer shall pay all Seller's costs of collection of past due amounts,including but not limited to attorney fees and court costs. i f credit terns are extended to Buyer.Buyer hereby giants a security interest in the merchandise purchased by Buyer and all proceeds from the sale or disposition of such merchandise and appoints Seller as Buyer's attomey-in-fact to execute on Buyer's behalrany Uniform Commercial Code financing statements Seller deems reasonably necessary to perfect Seller's security interest.Buyer agrees to pay 540.00 per check on all returned or insufficient funds checks.Seller agrees and acknowledges dint Buyer tenders payment for each order and Seller is authorized to charge Buyers credit card or other charge account(whether Seller or a third party is the creditor)only as of the day Seller ships the order and only in respect to the merchandise shipped.Seller has no authorization or right to payment prior to the day Seller ships the merchandise ordered by Buyer. 3. Warranty and Risk of Loss. Seller shall,at its election,either repair.replace,or refund the purchase price,exclusive of shipping and handling charges,for any merchandise which is defective in workmanship or material and for which Buyer makes a claim within five(5)days after receipt of the merchandise. When making such a claim.Buyer must submit both the original packing slip and the defective merchandise itself(or a sample thereof),urdess these conditions are waived by Seller in writing. This pamgmph constitutes Seller's sole obligation as to the merchandise,and the Buyer acknowledges that this paragraph sets forth Buyer's exclusive remedy for any breach ofwarranty or other duty related to the merchandise or quality thereof.Any refund for merchandise shall not include shipping and handling.unless otherwise agreed by Seller in writing. At its discretion.Seller may charge a restocking fee,not to exceed twenty-five percent(25%)for retuned merchandise. Title to the merchandise passes to Buyer at and Buyer bears all risk of loss from the time the merchandise is loaded onto common carrier to be shipped to Buyer,regardless of whether Seller pays Leight EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,SELLER MAKES NO OTHER WARRANTIES,EXPRESS OR IMPLIED,OR WiTH RESPECT TO ANY APPROVALS,CHARACTERISTICS,CERTIFICATIONS,INGREDIENTS,BENEFITS,USES,STANDARDS,QUALITY OR GRADE OF ANY MERCHANDISE.OR ARISING BY CUSTOM OR TRADE USAGE AND,SPECIFICALLY,MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WiTH RESPECT TO THE MERCHANDISE ARE HEREBY SUPERCEDED, EXCLUDED AND DISCLAIMED. THE EXPRESS WARRANTY CONTAINED IN PARAGRAPH 3 HEREIN CONSTITUTES THE SOLE AND EXCLUSIVE WARRANTY ivIADE BY SELLER AND IS IN LiEU OF ALL OTHER WARRANTEES.IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL.INDIRECT,SPECIAL,PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS,EVEN IF SELLER IS ADVISED OF THE POSSMILITY OF THE SAME IN ADVANCE. SELLER'S AGGREGATE LIABILITY IS LIMITED TO THE AMOUNT ACTUALLY PAID BY BUYER. 4. Product Descriptions. Seller periodically adds,changes,modifies and updates its catalogs and website,including without limitation these Tents and Conditions.Seller tries to be as accurate as possible,but makes no warranties or representations that(a)the content,including product descriptions,prices and depictions,are accurate,complete,reliable,current or error-free,(b)any merchandise has any particular approvals, certifications,characteristics,uses,ingredients.or benefits,or(c)any merchandise is of or meets any particular standard,certification,quality or grade,Seller assumes no liability with respect to any of the forgoing.If a product purchased is not as described or expected,Buyer's sole remedy is to return it in unused condition. 5. Nonwaiver of Defaults. Each shipment made under any order shall be treated as a separate transaction.but in the event of any default by Buyer,Seller may decline to make further shipments without in any way affecting Seller's rights under such order. If,despite a default by Buyer.Seller elects to continue to make shipments,or accept further orders from Buyer,such action(s)shall not constitute a waiver of any default by Buyer,or in any way affect Seller's legal or equitable remedies for any such default or of any default at any prior or subsequent time. Any refund,credit,gift certificate or discount due Buyer may be offset against amounts owed to Seller. 6. Dispute Resolution. Buyer agrees that any action brought by Buyer to resolve any claim,dispute or controversy of any nature arising out of or related to any order or transaction between Buyer and Seller or any merchandise sold or distributed by Seller or any policy.statement,representation,advertisement,promotion,offer,customer information of Seller,or these Terms and Conditions shall be brought in a court of competent jurisdiction in Douglas County,Nebraska and Buyer hereby consents to the exclusive jurisdiction of such courts. All such claims,disputes or controversies shall be resolved individually and not as part of any class action or class arbitration and die right to commence or participate in any class proceedings is specifically waived by Buyer. 7. Personalized Product. If the order includes personalization of product or the printing or other reproduction of trademarks,service marls,trade names,logos,messages or business symbols("Marks").Buyer hereby grants to Seller the non-exclusive right and license to use such Marks on die products and to cause the products to be produced with the Marks. Buyer father grants permission and consents to Seller's use of a photograph or other likeness of the finished products for purposes of advertising or promoting Seller's business relating to such personalization production work and merchandise sales. Seller shall have no right,title or other interest in the Marks except as expressly granted herein. Buyer represents and wan-ants that it owns the Marks and is authorized to license the Marks to Seller. Buyer agrees to indemnify and hold harmless Seller from any loss.liability,damage,claims,demands,actions,costs or expense of any nature(including attorney fees)arising out of or in any manner connected with Buyer's or Seller's use of the Marks.Seller reserves the right to reject or rescind any order for personalized product in its sole discretion. 8. Compliance with Laws and Indemnification. Buyer agrees to provide Seller with written notice prior to placing any order if Buyer intends to distribute any product into the state of California and acknowledges and agrees that any such distribution of product into the state of California may require appropriate Proposition 65(Title 22 of the California Code of Regulations)wanting labels. If Buyer fails to provide such notice or fails to provide appropriate Proposition 65 warnings and distributes any product into the state of California.Buyer agrees to indemnify,defend and hold harmless Seller from and against any and all costs. damages,liability and expenses(including attorney fees)arising out of any alleged Proposition 65 violations.In addition,if Buyer intends to resell,distribute or export any product.Buyer agrees to bear all responsibility for compliance with the laws,rules and regulations of diejurisdiction in which the product is resold or to which the product is distributed or exported,and Buyer agrees to indemnify,defend and hold harmless Seller from and against any and all costs,damages,liability,fines,penalties and expenses(including attorney fees)arising out of any such resale,distribution or exportation. 9. Electronic Communications. WHEN BUYER PROVIDES SELLER WiTH BUYER'S EMAIL ADDRESS OR TELEPHONE NUMBER,SENDS SELLER EMAILS OR ViSITS THE SELLER'S WEBSITE OR SOCIAL MEDIA CHANNELS. BUYER iS COMMUNICATING WiTH SELLER ELECTRONICALLY AND CONSENTS TO RECEIVE COMMUNICATIONS FROM SELLER ELECTRONICALLY.SELLER MAY COMMUNiCATE WITH BUYER BY TELEPHONE.EMAIL,TEXT,FACSIMILE,SOCIAL NIEDiA OR BY POSTING NOTICES ON SELLER'S WEBSITE.BUYER EXPRESSLY CONSENTS TO RECEIVE ANY SUCH COMMUNICATIONS AND AUTHORJZES SELLER TO DELIVER OR CAUSE TO BE DELIVERED ADVERTISEMENTS OR TELEPHONE MESSAGES USING AUTOiv1ATIC DIALING SYSTEMS OR PRERECORDED VOiCE TO THE TELEPHONE NUMBERS BUYER PROVIDES,AND BUYER HEREBY WAIVES ANY CLAIMS BASED ON SUCH CONMIUNICATIONS.BUYER AGREES THAT ALL NOTICES.DISCLOSURES,AGREEMENTS OR OTHER COMMUNICATIONS SELLER PROVIDES ELECTRONICALLY SATISFY ANY LEGAL REQUIREMENT THAT SUCH COMMUNICATIONS BE IN WRITING. 10. International Trade.if Buyer is purchasing merchandise for delivery or importation to a country other than the United States,Buyer is solely responsible for and will comply with all applicable laws,rules, regulations,and treaties of the United States and thejuuisdiction of the destination of ire merchandise in connection with the transportation,exportation,importation,delivery,distribution and resale of the merchandise. Buyer is also solely responsible for and shall obtain rill certifications,declarations,accreditation,registrations,tests,licenses,permits,inspections,or similar requirements of any jurisdiction of the destination of the merchandise and shall bear all costs and expenses related thereto and shall bear all costs and expenses relating to any taxes,duties,levees,or assessments associated with the transportation,exportation.and importation of the merchandise.Seller makes no representations or warranties with respect to the foregoing or that the merchandise is suitable for or will comply with applicable laws of nnyjurisdiction. 11. Miscellaneous. No amendment,modification or addition to these terms and condition shall be binding unless expressly agreed to in writing and signed by Seller. These terns and conditions shall be binding upon Buyer,its permitted successors and assigns,and shall inure to the benefit of Seller. Any waiver by Seller of any part herein shall not constitute a waiver of any other pan.These temps and condition shall be construed under and governed by the substantive laws and not the choice of law rules of the state of Nebraska. Buyer consents to and agrees that any state or federal court in Douglas County,Nebraska shall have personal and subject manerjurisdiction over Buyer and this Agreement:that Nebraska has the most significant contacts with this Agreement,to the exclusion of any other state:and that any legal dispute brought by either Buyer or Seller relating to this Agreement will be instituted in Douglas County,Nebraska pursuant to section 6 above. Buyer expressly consents and agrees to receive communication regarding any order or transaction from Seller by electronic mail and facsimile. Rev.5-06-15 180 �+''� �a AIDC 2� �d�� � ° Invoice;#: 679145490=0-1 �'�"• __ -- _ Date: 08%22/2�16� 0 Page#: 1 m 0 N SOLD SHIP TO: n $ G60GJP00300266 -373792 WOODBROOK/PARKS&REC CARMEL CLAY PARKS&REC DAWN KOEPPER NIKEESH PITTMAN 0 14,11 E.116TH STREET 4311 E 116TH STREET CARMEL, IN 46032-3455 CARMEL, IN 46032 III`illllllir�lilllrlll��llill�illlii��lilrl�ll�l�lili��nlli�l urchase Order Number DateArdered° Date Shipped Back'°Orders Terms ° XX ", :08/19/2016 _ 08/2212016_, NOT Service Representative Number of Ca -rtons Weight - IShipped Via ;. .48-LBS Rein Number Omer Qty '.Ship Qty 'Descrip#ron Unit Pace Ext'A`mount �• _ . 1D-13656273 1UN 1 APPLE SCRATCH REWARD FROM THE TEACHER 2.88 2.88 1D-13650262 2UN 2 COLORS OF FAITH FUN LOOPS REFILL ASSOR .78 1.56 1D-13650341 4UN 4 WINTER FUN LOOPS REFILL ASSORTMENT-5 .78 3.12 110-13650256 3UN 3 GID FUN LOOPS REFILL-500 2.78 8.34 1D-/K291 1UN 1 TWIZZLERS(180PC) 10.39 10.39 1D-13702249 1UN 1 SUPERHERO ERASERS 4.40 4.40 1D-13661211 5UN 5 GID PLASTIC FUN LOOP CONNECTORS .88 4.40 113-13650351 4UN 4 PATRIOTIC FUN LOOPS REFILL ASSORTMENT .78 3.12 1D-13650368 4UN 4 EASTER FUN LOOPS REFILL ASSORTMENT-5 .78 3.12 1D-13663584 2DZ 2 TEDDY BEAR BOUNCING BALL 3.50 7.00 1D-13603969 1DZ 1 SUPERHERO MINI MAGIC CUBE 7.99 7.99 1D-12/3038 4UN 4 HIGH FIVE PENCILS(2DZ) 3.48 13.92 1D-12/4150 1DZ 1 MINI BRIGHTS MAGIC CUBES 7.99 7.99 1D-12/693 2DZ 2 G-I-D BOUNCING EYEBALLS(1-3/8) 3.99 7.98 1D-5/1562 1UN 1 BOUNCING BALL ASSORTMENT(100 PC) 17.59 17.59 1 D-73/64775 6UN 6 RIVERSIDE CONSTRUCTN PAPR ASSORTED 9X1 1.68 10.08 1D-12/3053 4UN 4 KEEP UP THE GOOD WORK PENCILS(2DZ) 3.48 13.92 1D-12/3642 4UN 4 HIGH FIVE ERASER TOPPERS 3.28 13.12 AO-99/ENVL 1PC 1 ATTACH PACKING LIST ENVELOPE *CONTINUED ON NEXT PAGE* 180 , Invoice#: 679145490-01 Date: 08/22/2016 N Page#: 2 m m 0 N SOLD SHIP TO: o G60GJP00300266 -373792 WOODBROOK/PARKS&REC CARMEL CLAY PARKS&REC DAWN KOEPPER NIKEESH PITTMAN g 1411 E. 116TH STREET 4311 E 116TH STREET CARMEL, IN 46032-3455 CARMEL, IN 46032 lllllulllll��lllln�lll��lilll�lllln��llll�l�ll�l�lllr�nllrl Pufchase`Order Number Date Ordered Date Shipped - Back Orders Terms XX-424408119/2016 `..08/2212016 NO -NET 30 DAYS d Service Represeritatrve ' Number of Cartons Weight Shipped Via g m v 1` 48 LBS_ 's - ., .aa' zEwtAm OUnt Item Numbed Order Qty ° Ship� k Rescrlptton UnitPrce, Call to speak to a customer service representative: 1-800-228-0122 : 7 Merchandise =Shipping Handling Baled`* TmrtaPm otal/' ount Cette Other ayents V V PI FARF nFTACH AND RETURN WITH REMITTANCE V V TERMS AND CONDITIONS OF ORDER 1. Acceptance and Delivery. Seller shall not be responsible for any delay in its performance beyond its control or beyond the control of its suppliers. The parties agree that,unless otherwise agreed to in writing and signed by both parties,shipping dates are approximate and that time is not of the essence.All orders by Buyer constitute offers to purchase which are subject to acceptance or rejection by Seller in Omaha,Nebraska and any contract for the sale of goods by Seller is formed and performed in Nebraska. Seller's acceptance of any order from Buyer is expressly conditional upon Buyer's dssent tdthe terms and conditions set forth herein and Seller expressly limits its acceptance of Buyer's order to such terms and conditions and any additional or different terms proposed by Buyer,whether oral,written or electronic are expressly rejected. Notwithstanding any other quoted delivery time,Seller shall ship merchandise ordered by Buyer within 180 days or cancel the order for such merchandise.Unless and until Buyer cancels an order,Buyer consents to the backorder or delay in shipping of merchandise of up to 180 days. If an item is backordered,Buyer may cancel such order at any time by providing notice of cancelation to Seller. 2. Payment Terms. Payment terms shall be governed by the terms on the face of this order or invoice and the credit terms extended by Seller,if any. Any such credit terms may be revoked by Seller at any time. Payment shall be due and payable on the date so specified. Past due balances remaining unpaid will be subject to a delinquency charge at the rate of 1%z percent per month or the maximum rate per fitted by law, whichever is less;and Buyer shall pay all Seller's costs of collection of past due amounts,including but not limited to attorney fees and court costs.If credit terms are extended to Buyer,Buyer hereby grants a security interest in the merchandise purchased by Buyer and all proceeds from the sale or disposition of such merchandise and appoints Seller as Buyer's attomey-in-fact to execute on Buyer's behalf any Uniform Commercial Code financing statements Seller deems reasonably necessary to perfect Seller's security interest.Buyer agrees to pay S40.00 per check on all returned or insufficient funds checks.Seller agrees and acknowledges that Buyer tenders payment for each order and Seller is authorized to charge Buyers credit card or other charge account(whether Seller or a third party is the creditor)only as of the day Seller ships the order and only in respect to the merchandise shipped.Seller has no authorization or right to payment prior to the day Seller ships the merchandise ordered by Buyer. 3. Warranty and Risk of Loss. Seller shall,at its election,either repair,replace,or refund the purchase price,exclusive of shipping and handling charges,for any merchandise which is defective in workmanship or material and for which Buyer makes a claim within five(5)days after receipt of the merchandise. When making such a claim,Buyer must submit both the original packing slip and the defective merchandise itself(or a sample thereof),unless these conditions are waived by Seller in writing. This paragraph constitutes Seller's sole obligation as to the merchandise,and the Buyer acknowledges that this paragraph sets forth Buyer's exclusive remedy for any breach of warranty or other duty related to the merchandise or quality thereof.Any refund for merchandise shall not include shipping and handling,unless otherwise agreed by Seller in writing. At its discretion,Seller may charge a restocking fee,not to exceed twenty-five percent(25%)for returned merchandise. Title to the merchandise passes to Buyer at and Buyer bears all risk of loss from the time the merchandise is loaded onto common carrier to be shipped to Buyer,regardless of whether Seller pays freight. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,SELLER MAKES NO OTHER WARRANTIES,EXPRESS OR IMPLIED,OR WITH RESPECT TO ANY APPROVALS,CHARACTERISTICS,CERTIFICATIONS,INGREDIENTS,BENEFITS,USES,STANDARDS,QUALITY OR GRADE OF ANY MERCHANDISE,OR ARISING BY CUSTOM OR TRADE USAGE AND,SPECIFICALLY,MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES, CONDITIONS,REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE MERCHANDISE ARE HEREBY SUPERCEDED, EXCLUDED AND DISCLAIMED. THE EXPRESS WARRANTY CONTAINED IN PARAGRAPH 3 HEREIN CONSTITUTES THE SOLE AND EXCLUSIVE WARRANTY MADE BY SELLER AND IS IN LIEU OF ALL OTHER WARRANTIES.IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL,INDIRECT,SPECIAL,PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS,EVEN IF SELLER IS ADVISED OF THE POSSIBILITY OF THE SAME IN ADVANCE. SELLER'S AGGREGATE LIABILITY IS LIMITED TO THE AMOUNT ACTUALLY PAID BY BUYER. 4. Product Descriptions. Seller periodically adds,changes,modifies and updates its catalogs and website,including without limitation these Terms and Conditions.Seller tries to be as accurate as possible,but makes no wan-antics or representations that(a)the content,including product descriptions,prices and depictions,are accurate,complete,reliable,current or error-free,(b)any merchandise has any particular approvals, certifications,characteristics,uses,ingredients,or benefits,or(c)any merchandise is of or meets any particular standard,certification,quality or grade,Seller assumes no liability with respect to any of the forgoing.If a product purchased is not as described or expected,Buyer's sole remedy is to return it in unused condition. 5. Nonwaiver of Defaults. Each shipment made under any order shall be treated as a separate transaction,but in the event of any default by Buyer,Seller may decline to make further shipments without in any way affecting Seller's rights under such order. If,despite a default by Buyer,Seller elects to continue to make shipments,or accept further orders from Buyer,such action(s)shall not constitute a waiver of any default by Buyer,or in any way affect Seller's legal or equitable remedies for any such default,or of any default at any prior or subsequent time. Any refund,credit,gift certificate or discount due Buyer may be offset against amounts owed to Seller. 6. Dispute Resolution.Buyer agrees that any action brought by Buyer to resolve any claim,dispute or controversy of any nature arising out of or related to any order or transaction between Buyer and Seller or any merchandise sold or distributed by Seller or any policy,statement,representation,advertisement,promotion,offer,customer information of Seller,or these Terms and Conditions shall be brought in a court of competent jurisdiction in Douglas County,Nebraska and Buyer hereby consents to the exclusive jurisdiction of such courts. All such claims,disputes or controversies shall be resolved individually and not as part of any class action or class arbitration and the right to commence or participate in any class proceedings is specifically waived by Buyer. 7. Personalized Product. If the order includes personalization of product or the printing or other reproduction of trademarks,service marks,trade names,logos,messages or business symbols("Marks"),Buyer hereby grants to Seller the non-exclusive right and license to use such Marks on the products and to cause the products to be produced with the Marks.Buyer further grants pemrission and consents to Seller's use of a photograph or other likeness of the finished products for purposes of advertising or promoting Seller's business relating to such personalization production work and merchandise sales. Seller shall have no right,title or other interest in the Marks except as expressly granted herein. Buyer represents and war ants that it owns the Marks and is authorized to license the Marks to Seller. Buyer agrees to indemnify and hold harmless Seller from any loss,liability,damage,claims,demands,actions,costs or expense of any nature(including attorney fees)arising out of or in any manner connected with Buyer's or Seller's use of the Marks.Seller reserves the right to reject or rescind any order for personalized product in its sole discretion. 8. Compliance with Laws and Indemnification. Buyer agrees to provide Seller with written notice prior to placing any order if Buyer intends to distribute any product into the state of California and acknowledges and agrees that any such distribution of product into the state of California may require appropriate Proposition 65(Title 22 of the California Code of Regulations)warning labels.If Buyer fails to provide such notice or fails to provide appropriate Proposition 65 warnings and distributes any product into the state of California,Buyer agrees to indemnify,defend and hold harmless Seller from and against any and all costs, damages,liability and expenses(including attorney fees)arising out of any alleged Proposition 65 violations.In addition,if Buyer intends to resell,distribute or export any product,Buyer agrees to bear all responsibility for compliance with the laws,rules and regulations of the jurisdiction in which the product is resold or to which the product is distributed or exported,and Buyer agrees to indemnify,defend and hold harmless Seller from and against any and all costs,damages,liability,fines,penalties and expenses(including attorney fees)arising out of any such resale,distribution or exportation. 9. Electronic Communications. WHEN BUYER PROVIDES SELLER WITH BUYER'S EMAIL ADDRESS OR TELEPHONE NUMBER SENDS SELLER EMAIIS OR VISITS THE SELLER'S WEBSITE OR SOCIAL MEDIA CHANNELS, BUYER IS COMMUNICATING WITH SELLER ELECTRONICALLY AND CONSENTS TO RECEIVE COMMUNICATIONS FROM SELLER ELECTRONICALLY.SELLER MAY COMMUNICATE WITH BUYER BY TELEPHONE,EMAIL,TEXT,FACSIMILE,SOCIAL MEDIA OR BY POSTING NOTICES ON SELLER'S WEBSITE.BUYER EXPRESSLY CONSENTS TO RECEIVE ANY SUCH COMMUNICATIONS AND AUTHORIZES SELLER TO DELIVER OR CAUSE TO BE DELIVERED ADVERTISEMENTS OR TELEPHONE MESSAGES USING AUTOMATIC DIALING SYSTEMS OR PRERECORDED VOICE TO THE TELEPHONE NUMBERS BUYER PROVIDES,AND BUYER HEREBY WAIVES ANY CLAIMS BASED ON SUCH COMMUNICATIONS.BUYER AGREES THAT ALL NOTICES,DISCLOSURES,AGREEMENTS OR OTHER COMMUNICATIONS SELLER PROVIDES ELECTRONICALLY SATISFY ANY LEGAL REQUIREMENT THAT SUCH COMMUNICATIONS BE IN WRITING. 10. International Trade.If Buyer is purchasing merchandise for delivery or importation to a country other than the United States,Buyer is solely responsible for and will comply with all applicable laws,rules, regulations,and treaties of the United States and the jurisdiction of the destination of the merchandise in connection with the transportation,exportation,importation,delivery,distribution and resale of the merchandise. Buyer is also solely responsible for and shall obtain all certifications,declarations,accreditation,registrations,tests,licenses,permits,inspections,or similar requirements of any jurisdiction of the destination of the merchandise and shall bear all costs and expenses related thereto and shall bear all costs and expenses relating to any taxes,duties,levees,or assessments associated with the transportation,exportation,and importation of the merchandise.Seller makes no representations or warranties with respect to the foregoing or that the merchandise is suitable for or will comply with applicable latus of any jurisdiction. 11. Miscellaneous. No amendment,modification or addition to these terms and conditions shall be binding unless expressly agreed to in writing and signed by Seller. These terms and conditions shall be binding upon Buyer,its permitted successors and assigns,and shall inure to the benefit of Seller.Any waiver by Seller of any part herein shall not constitute a waiver of any other part.These terms and conditions shall be construed under and governed by the substantive laws and not the choice of law rules of the state of Nebraska. Buyer consents to and agrees that any state or federal court in Douglas County,Nebraska shall have personal and subject matter jurisdiction over Buyer and this Agreement;that Nebraska has the most significant contacts with this Agreement,to the exclusion of any other state;and that any legal dispute brought by either Buyer or Seller relating to this Agreement will be instituted in Douglas County,Nebraska pursuant to section 6 above. Buyer expressly consents and agrees to receive communications regarding any order or transaction from Seller by electronic mail and facsimile.