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187486 07/07/2010 CITY OF CARMEL, INDIANA VENDOR: 360301 Page 1 of 1 ONE CIVIC SQUARE WELLS FARGO TRADE CAPITAL CHECK AMOUNT: $20.90 CARMEL, INDIANA 46032 PO BOX 360286 PITTSBURGH PA 15250 -6286 CHECK NUMBER: 187486 CHECK DATE: 7/7/2010 DEPARTMENT ACCOUNT PO NUMBER IN NUMBER AMOUNT DESCRIPTION 1207 4356006 455036 20.90 GOLF SOFTGOODS rx Invoice 455036 Date 16- JUN -10 PERFORMANCE EOUiPMENT FOR THE BEST ATHLCTCS OF THE WORLD. Account 614109TG Page 1 of 1 3182 Lionshead Avenue Carlsbad, CA 92010 -4701 Call for Authorization to Return Merchandise Remit To: WELLS FARGO TRADE CAPITAL For Sales, Billing Service Inquiries please call (877)862 -9224 P.O. BOX 360286 PITTSBURGH 'PA 15250 -6286 Sold To: Ship To BROOKSHIRE GOLF COURSE Attn: Accounts Payable 12120 BROOKSHIRE PKWY BROOKSHIRE GOLF COURSE CARMEL IN 46033 12120 BROOKSHIRE PKWY CARMEL IN 46033 Due Date Salesperson Order Order Date Terms Purchase Order 16- JUL -10 Brian Dameron 496226 11- MAY -10 30 NET Ship Via Discount Level UPS 2010 TMGG00 ADGG00 0% Wholesale Extended Price After Item Number Description Qty Price Price Net Price Discount 0303090766, Headwear- Adidas 09 Mens Core Performance 2 8.00 16.00 8.00 16.00 Unstructured -Tan Invoice Total 21 16.001 16.00 Shipping S Handling Charges 4.90 Tax 0.00 Total Amount Due in USD 20.90 J TMAX GEAR TERMS AND CONDITIONS OF SALES These terns and conditions are referred to on all invoices issued by Gathering Storan, 1_1 -C a Delaware limited liability company, Elba TMAX Gear (the "Company having its principal place of business at 3 182 Lionshead Avenue, Carlsbad, California 92010 -4701 and are the terms and conditions upon which TMAX Gear makes all sales (the "Terms of Sale All purchases made by any buyer (the "Buyer are made conditional to these Terms of Sale r unless TMAX Gear has waived, in writing, any specific terns which will supersede and replace the Terms of Sale contained herein. L Accep[anec Buyer accepts all of the Terms of Sale stated by any of the following acts: (t) Buyer makes an offer to purchase goods: (2) Buyer's written acknowledgment; (3) Buyer's acceplance of any shipped goods that have been specified for delivery; or (4) any other nut or expression of acceptance by Buyer. TMAX Gear's acceptance is based solely on these Terms of Sale in their entirety, without any modification (orally or in writing) that is inconsistent with these Tennis of Salo. 'TMAX Gear rejects any other terms or conditions that Eire col consistent in their entirety with these Terms of Sale. TMAX Gear's failure to respond to any different terms or conditions shall not be deemed as TMAX Gear's acceptance or approval thereof. 2. Pwment Teens and Credit TMAX Cear's teens of sale are net 30 with approved credit, All goods and applicable freight and insurance charges will be invoiced as of the date of shipment" TMAX Gear reserves. the right m suspend credit, change credit terms, or deny credit m its sole discretion, with or without notice to Buyer. Buyer's failure to pay invoices when due, at TMAX Gear's election, makes all subsequent invoices immediately due and pavuble irrespective pf prior negotiated tcnns. TMAX Gear may withhold delivery or shipment of until Buyer's account is settled in full, and Buyer expressly waives any liability of TMAX Gear for any failure to deliver goods for accounts in arrears. 3. Purchase Price; Pavtnent: Buyer agrees to pay the total purchase price as shown on the TMAX Gear invoice plus any additional or applicable sales m use taxes_ Buyer agrees and acknowledges that any amount due "TMAX Gear is contracted for in United States dollars. Payrnent is due upon receipt or on the terms set forth in writing on any TMAX Gear invoice, minus any deposit paid in advance. All personal property taxes assessable on the purchased goods or after delivery are the responsibility of Buyer. All unpaid invoices shall hear interest in the amount of 2%of the outstanding balance per month, commencing on the dale that payment is due. Buyer's failure to make limely payment may result in such action as commencement for collection proceedings, revocation of credit, shipment stops, and termination of all additional orders or shipments. In Ilse event that Buyer's invoices are sent for collection activities, Buyer agrees to pay all costs and attorneys fees association with the cost of collection. 4. Partial Shipments Any request for partial shipment roust be stated on the Buyer's purchase orders. Buyer agrees to pay for any partial shipntem of goods under the same terms as stated herein" Payment for any partial shipment shall equal the pro -rata amount of the total amount that file partial shipment represents. All such installments or back orders shall be separately invoiced and paid for when due, without regard to subsequent shipntenls and deliveries. Delay in delivery of an installment or back circler shall not relieve Buyer of its obligation to accept remaining deliveries. 5_ ShippmE FreighP Risk of Loss: Delivery. Buyer agrees to pay for all costs associated with the transportation ofthe goods in transit to the delivery place spcclfied on the TMAX Gear invoice. Buyer shall be responsible for the filing of:my claims with any carrier for damage to goods occurring during transit. TMAX Gcar will arrange for freight to the designated FOR location agreed between the parties on the purchase order. For all transactions, unless otherwise stated on the front of the invoice, all risk of loss or damage with respect to the ordered goods shall pass to Buyer upon delivery by TMAX Gear to the carrier or Buyer's representative ar TMAX Gcar'S warehouse TMAX Gear shall use commercially reasonable efforts to deliver all ordered goods as specified on the invoiec, but shall not he liable in any manner for delays in delivery. TMAX Gear expressly reserves the right to stake delivery in mstalhncres;md back order goods unless Buyer specifically states otherwise in writing, and which is accepted by TMAX Gear an its written invoice For any inlerational orders, the goods are sold on a delivered basis with insurance paid and duties and imernationat freight unpaid TMAX (;car assumes no responsibility for charges associated with customs duties or any other taxaa of duties within the country designated for delivery. I;MAX Gear shall not be responsible for any shipment delays caused by delays beyond the reasonable control of TMAX Gear_ or product unavailxb0ity fi. Claims and Damages All claims for damaged goods most he made within 10 days after delivery of the goods. Goods purchased for future sake must be checked for cpnlurmily will the purchase order, invoice and shipping documentation within 10 days after delivery by'I'MAX Gcar" Failure to make a claim within such time frame shall constitute a complete acceptance of the goods. 7. Title: Title to each of ilc goods shipped by TMAX Gear shall pass to Buyer upon payment to TMAX Gear. TMAX Gear, reserves title to the goods as security for (lie performance of Buyer's obligations. 8. Product RCILEMS Return policies differ cot a product -by- product basis. It is the Buyer's responsibi[ily to obtain all written, current return policies of TMAX Gear prior to purchasing any goods. Orders which have been accepted by TMAX Gear art; not subject to cancellation or changes, except with TMAX Gear's prior written consent. TMAX Gear may require, as a condition for its consent to return any previously ordered goods, reimbursement for any costs incurred in the performance of the original order or additional costs due to Buyer's changes or modifications. TMAX Gear reserves the right to change or modify its return policies at any time, with or without notice to Buyer, save for any prior shipments made by TMAX Gear to Buyer under existing issued purchase orders and invoices. ')'MAX Gear will nnl accept any returns without prior written authorization ofTMAX Gear. Any return must be pre approved by TMAX Gcar and the Buyer must obtain a Retum Authorization Number "RAN If TMAX Gear issues a valid RAN allowing the Buyer to return goods, the Buyer will deliver the goods to TMAX Gear's designated address in file United Shucs. The Buyer shall be responsible for all applicable shipping costs, taxes, insurance, import or customs duties en any returned goods. 9. Account Selection and Transshipments /Unauthorized Resellers TMAX Gear only sells its goods to selected accounts for retail sales, on the express condition that such accounts may not resell to any other person or company who is not an end user of the goods. Retail accounts may only sell from the retail locations approved in writing by TMAX Gear, and any new retail trade locations, fictitious names, or trade names used by Buyer must be approved in writing by TMAX Gear as a new account location or name, at the sole discretion of TMAX Gear. The resale, trans shipment or redistribution of TMAX Gear goods to anyone other than an end user or consumer is expressly prohibited. TMAX Gear may refuse to deal with any Buyer who directly or indirectly trans ships, redistributes, or otherwise diverts goods for unauthorized resale, whether in the United States or abroad. 10. Intellectual Propertv Rights Buyer agrees not to repackage, re -mark disassemble, LEE assemble cm. orhemwise modify the goods from their original packaging as dclivered by TMAX Gear to Buyer for resale. Buyer may not purchase, so 11, or of)'er to sell products that infringe TMAX Gear's trademark, patcm, copyright or ether intellectual property rights, including the sale of products bearing counterfeit marks, logos, trade names" or the like, or products Ibal are genora Ity known in the industry as "clones" or "knock -o ffs" of TMAX Gear's genuine goods. Buyer agrees not to a(lopt for its own use any trademarks, trade names, designs, or other materials which would infringe or violate any intellectual property rights owned by TMAX Clear. All advertising sales materials, brochures, point of purchase displays or other materials developed by Buyer which incorporates any of TMAX Gear's intellectual property shall be approved in advance of publication by TMAX Gear by giving TMAX Gear 10 days prior written notice for its approval, not to be unreasonably withheld, provided, however, that ifa pan ion far type of advert ising or sales material is approved by TMAX Gear, cacti subsequent use by Buyer shall not require TMAX Gear's prior written approval. 1 1. WARRANTIES AND DISCLAIMERS 'I'MAX Gear respresems and warrants that, at the time of del ivery ofthe goods, 1t has the right to set the goods to Buyer, free and clear of any [ices or encumberanees (except for any bank financing or factoring arms gorneuts or other than those which may arise out of these Towns of Sale). Any goods pill Fell Eased by Buyer may be covered by a manufacturer's warranty, however, the Buyer, recognizing that TMAX Gear is not the manufacturer of the goods, expressly waives any claim against TMAX Gear based na any infringement of any patent with respect to the goods, or for any indemnity against any patent claim made by any third party against the Buyer. No other warranty or guarantee, or representation, whether oral or written, for any good, will exist un[css expressly stated in the item description. The express warranties contained here in are in lion of any and all other warmmics. TMAX GEAR I IEREBY DISCLAIMS ALL REPRI:SFNTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO TIE GOODS. INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF MERCHANTABILITY. 'TMAX GEAR WILL NOT BE LIABLE FOR ANY DAMAGES, LOSS, COST OR EXPFNSE3 FOR THE BREACII OF THIS WARRANTY. 12. LIMITATIONS OF LIABILITY TMAX GEAR WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT TO SELL GOODS TO THE BUYER, INCLUDING DAMAGES FOR LOSS OF USE, LOST PROFITS, LOST DATA, OR DAMAGES PAID TO THIRD PARTIES EVEN IF TMAX GEAR HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. TMAX GEAR'S ENTIRI7 LIABILITY TO BUYER SHALL BE LIMITED TO TIiB TOTAL INVOICE- PRICE PAID OR INCURRED BY BUYER FOR THE GOODS THAT ARE THE SUBJECT OF ANY DISPUTE OR CLAIM FOR DAMAGES. 13. Miscellaneous a Any purchase order, invoice, or these Terms of"Sale may col be assigned by E3uyer without the prior written consent of TMAX Gear, not to be unreasonably withheld or denied. Any attempted assignment without such consent shall be void. h. Any notice provided fur herein shall be in writing and sent by overnight or ccrificd mail, postage prepaid. to the address of the party set forth herein. Either parry may change its mailing address by giving the other party written notice of the. address change by the means set forth herein. C. Each purchase order submitted by Buyer to TMAX Gear is subject to TMAX Gcur's acceptance and shall only become effective if accepted by TMAX Gear, in its sole discretion" d. Any change or cancellation of a purchase order by Buyer after acceptance by TMAX Gear may result in a cancellation charge to be paid by Buyer to Seller, not to exceed the actual purchase price of the goods as originally ordered by Buyer. Bit cancellation or modification is submitted by Buyer after shipment by TMAX Gear, TMAX Gear retains the right to collect the entire purchase price of the goods as invoiced to Buyer. No goods shall be returned to TMAX Gear without TMAX Gear's prior written authorization. A restocking fee may be charged by TMAX Gear and Buyer agrees to pay such restocking charge, not to exceed 30 of the invoiced purchase price of the goods ordered by Buyer and returned with TMAX Gear's prior written approval. c. The panics agree that these Tents of Sale shall be interpreted under the laws of the State of California, without regard In any internal conflicts of laws principles. The parties further agree to the exclusive jurisdiction of the Courts located in San Diego County, California, its the exclusive venue for any action arising out of the subject matter of the purchase orders, invoices, or these Terms of Sale between the parties. L if any legal action is taken to enforce the terns of the purchase orders, invoices or these Terms of Sale, the prevailing party shall be entitled to its reasonable attorneys' fees and costs, without regard to any other relief to which such party may be entitled. g. Any and all claims, demands, causes of action or disputes c f any nature (including but not limited to ton and contract claims, or claims based on any federal or state laws, statutes, or regulations) arising out of, in connection with, or relating to the subject matte, r file purchase orders, invoices or Ternrs of Sale between the parties shall be resolved by final, binding nonjudicial arbitration by a single arbitrator mutually agreeable to the parties and such arbitration shall be conducted in accordance with the Federal Arbitration Act. [I is the parties' express intent that arbitration shall be the sole and exclusive venue for resolving disputes hereunder, If the panics are unable to agree on it single arbitrator within 30 days after the dispute arises and a commercially reasonable time for resolving impasse is reached (net to cxceed 30 days) the choice of arbitrator shall be sob tried to and made by the random choice of the JAMS organization located in San Diego, California. Each party shall have no longer than one day to present its position, and the entire proceedings before the arbitrator shall be no more than 3 consecutive days, and the decision of the arbitrator shall be made in writing no more the. 30 days following the end of the proceeding. Such an arbitration award shall be a final and binding determination of the dispute and shall be enforceable as ajudgment L Court of San Oicgo County. California having exclusive jurisdiction and venue over the parties. The prevailing party's reasonable almmeys fees and costs, as determined by the arbitrator, shall be awarded in addition to any amount awarded by the arbitrator and the non prevailing party expressly agrees to pay such award, fees and expenses as awarded by the arbitrator. By agreeing to be bound to this provision- the parties agree that they are waiving their rights to a jury trial, This provision does not preclude either puny from seeking the intervention of a Court of competent jurisdiction and venue for injunctive or other equitable relief tu remedy or prevent the violation of these Teens of Sale. h. Each party agrees that written communications shall iodide electronic communications and which if sent via contmereially reasonable and setae electronic means, shall be deemed the equivalent of written and signed documents, where valid signatures binding the panics are on electronic versions ofdocumenls. 1. These Temts of Sale may be unilaterally modified, changed, supplemented or amended by TMAX Gear from time to time, in TMAX Gear's sole discretion, and such modified or changed Terms of Sale may be published in writing to Buyer directly, or via TMAX Gear's published catalogs or internet website. VOUCHER NO. WARRAN NO. ALLOWED 20 Wells Fargo Trade Capital IN SUM OF P.O. Box 360286 Pittsburgh, PA 15250 -6286 $20.90 ON ACCOUNT OF APPROPRIATION FOR Brookshire Golf Club PO# Dept. INVOICE NO. ACCT #!TITLE AMOUNT Board Members 1207 455036 43- 560.06 $20.90 I hereby certify that the attached invoice(s), or bill(s) is (are) true and correct and that the materials or services itemized thereon for which charge is made were ordered and received except Monday, June 21, 2010 Director, Brookshire Golf Club H Title Cost distribution ledger classification if claim paid motor vehicle highway fund Prescribed by State Board of Accounts City Form No. 201 (Rev. 1995) ACCOUNTS PAYABLE VOUCHER CITY OF CARMEL An invoice or bill to be properly itemized must show: kind of service, where performed, dates service rendered, by whom, rates per day, number of hours, rate per hour, number of units, price per unit, etc. Payee Purchase Order No. Term s Date Due Invoice Invoice Description Amount Date Number (or note attached invoice(s) or bill(s)) 06/16/10 455036 Hats $20.30 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