160126 05/28/2008 CITY OF CARMEL, INDIANA VENDOR: 350301 Page 1 of 1
ONE CIVIC SQUARE WELLS FARGO CENTURY INC.
CARMEL INDIANA 46032 Po Box 360286 CHECK AMOUNT: $1,640.77
PITTSBURGH PA 152501286 CHECK NUMBER: 160126
CHECK DATE: 5/28/2008
DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION
905 4356006 175669 1,640.77 GOLF SOFTGOODS
w
n-- Invoice 175669
Date 27- MAR -08
PERFORMANCE EQUIPMENT FOR THE BEST ATHLETES OF THE WORLD. Account 620762TG
Page 1 of 2
2701 Loker Ave. West Suite 290
Carlsbad, CA 92010
Call for Authorization to Return Merchandise emit To WELLS FARGO CENTURY, INC.
For Stiles, Billing Service Inquiries please call (877) 862 -9224 P.O. BOX 360286
PITTSBURGH PA 15250 -628
Sold To Ship To: BROOKSHIRE FIRST MORTGAGE LLC
Attn: Accounts Payable BROOKSHIRE GOLF CLUB
BROOKSHIRE FIRST MORTGAGE LLC 12120 BROOKSHIRE PARKWAY
12120 BROOKSHIRE PARKWAY CARMEL IN 46033
BROOKSHIRE GOLF CLUB
CARMEL IN 46033
Due Date Salesperson Order Order Date Terms Purchase Order
26- MAY -08 Rob Backus 201117 24- SEP -07 60 NET SPRING
Ship Via Discount Level
UPS LEVEL 213-08 6%
Wholesale Extended Price After
Item Number Description Qty Price Price Net Price Discount
0101086101. Bags Burner Stand bag Black/Red /Orange 1 78.00 78.00 73.32 73.32
0101085410. Bags Tourino Stand Bag Sky Blue/White 1 67.00 67.00 62.98 62.98
0102061930. H2O Wet Weather Glove size S 6 12.25 73.50 11.51 69.06
0102061931. H2O Wet Weather Glove size M 6 12.25 73.50 11.51 69.06
0102061932. H2O Wet Weather Glove size M/L 6 12.25 73.50 11.51 69.06
0102061933. H2O Wet Weather Glove size L 6 12.25 73.50 11.51 69.06
0102061934. H2O Wet Weather Glove size XL 6 12.25 73.50 11.51 69.06
0102061915. H2O Wet Weather glove C M/L 6 12.25 73.50 11.51 69.06
0102061917. H2O Wet Weather glove C XL 6 12.25 73.50 11.51 69.06
0102080501. Glove Targa glove size LH S 12 9.25 111.00 8.69 104.28
0102080502. Glove Targa glove size LH M 12 9.25 111.00 8.69 104.28
0102080503. Glove Targa alove size LH M/L 12 9.25 111.00 8.69 104.28
0102080504. Glove Targa glove size LH L 12 9.25 111.00 8.69 104.28
0102080505. Glove Targa glove size LH XL 12 9.25 111.00 8.69 104.28
0102080506. Glove Targa glove size LH XXL 6 9.25 55.50 8.69 52.14
0102080513. Glove Targa glove size Cadet S 6 9.25 55.50 8.69 52.14
0102080514. Glove Targa glove size Cadet M 6 9.25 55.50 8.69 52.14
0102080515. Glove Targa glove size Cadet M/L 1 6 9.25 55.50 8.69 52.14
Invoice Total
Shipping Handling Charges
Tax
Total Amount Due in USD
TMAX GEAR
TERMS AND CONDITIONS OF SALES
Thc,c terms and conditions are referred to on all invoices issued by Gathering Storm. it Delaware limited liability company, dba TMAX Gear (the "Company'). having its principal place of business at 2701 Loser
Avanue West. Carlsbad, California 92010 -6639 and are the terms and conditions upon which TMAX Gear makes all sales (the "Terns of Safe All purchases made by any buyer (the "Buyer") are made conditional
,t these Terms of Sale unless TMAX Gear has waived, in writing. any specific terms which will supersede and replace the Terms of Sale contained herein.
z
1. Acceptance Buyer accepts all of the Terms of Sale stated by any of the following acts: (I) Buyer makes an offer to purchase goods; (2) Buyer's written acknowledgment: (3) Buyer's acceptance of
any shipped goods that have been specified for delivery; or (4) any other act 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 Terms of Sale. TMAX Gear rejects any other terms or conditions that are not 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 Gears acceptance or approval thereof.
2. Pavrnent Terms and Credit TMAX Gear's terms 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 to suspend credit, change credit terms, or deny credit at 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 payable irrespective of prior negotiated terms. TMAX Gear may withhold delivery or shipment of goods until Buyer's account is
settled in fu11, and Buyer expressly waives any liability of TMAX Gear for any failure to deliver goods for accounts in arrears.
3. Purchase Price: Payment: Taxes Buyer agrees to pay the total purchase price as shown on the TMAX Gear invoice plus any additional or applicable sales or use taxes. Buyer agrees and
acknowledges that any amount clue TMAX Gear is contracted for in United States dollars. Payment is due upon receipt or on the terms set forth in writing on any TMAX Gear invoice, mints 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 bear interest in the amount of 2%
of the outstanding balance per month, commencing on the date that payment is due. Buyer's failure to make timely 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 the 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.
Paniai Shipments Any request for partial shipment most be stated on the Buyer's pufchase orders. Buyer agrees to pay for any partial shipment 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 the partial shipment represents. All such installments or back orders shall be separately invoiced and paid
for when due, without regard to subsequent shipments and deliveries. Delay in delivery of an installment or back order shall not relieve Buyer of its obligation to accept remaining deliveries.
5. Shipping: Frci2m: Risk of Loss; Delivery. Buyer agrees to pay for all costs associated with the transportation of the goods in transit to the delivery place specified on the TMAX Gear invoice.
Buyer shall be responsible for the filing of any claims with any carrier for damage to goods occurring during transit. Ti,-1AX Gear will arrange for freight to the designated FOB 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 Buyers representative at TMAX Gca''s warehouse. TMAX Gear shall use conunercialh reasonable efforts to deliver all ordered goods as specified
on the invoice, but shall not be liable in anv manner for delays in delivery. TV7AX Gear expressly reserves the right to make delivery in instalments and hack order goods unless Buyer specifically
states otherwise in writing. and which is accepted by TMAX Gear on its written invoice. For any international orders. the goods arc sold on a delivered basis with insurance paid and duties and
international freight unpaid. TMAX Gear assumes no responsibility, for charges associated with customs duties or any other taxes or duties within the country designated for delivery. TMAX Gear
,hall not be responsible for any shipment delays caused by delays bevond the reasonable control of TMAX Gear, or product unavailability.
6. Claims and Damages All claims for damaged goods must be made within 10 days after delivery of the goods. Goods purchased for future sale must be checked for conformity with the purchase
order, invoice and shipping documentation within 10 days after delivery by TMAX Gear. Failure to make it claim within such time frame shall constitute a complete acceptance of the goods.
T Title Title to each of the goods shipped by TMAX Gear shall pass to Buyer upon payment to TMAX Gear. TMAX Gear reserves title to the goods as security for the performance of Buyer's
obligations.
8. Product Returns Return policies differ on a product -by- product basis. It is the Buyer's responsibility to obtain all written. current return policies of TMAX Gear prior to purchasing any goods.
Orders which have been accepted by TMAX Gear are 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, reindmrsenuent 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 politics at any time, with or without notice to Buyer, save for anv prior shipments made by TMAX Gear to Buyer under existing issued
purchase orders and invoices. TMAX Gear will not accept any returns without prior written authorization of TMAX Gear. Any return must be pre-approved by TMAX Gear and the Buyer must
obtain a Return Authorization Number "RAN If TMAX Gear issues a valid RAN allowing the Buyer to return goods, the Buyer will deliver the goods to TMAX Gears designated address in the
United States. The Buyer shall be responsible for all applicable shipping costs. taxes. insurance. import or customs duties on 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'f MAX 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 Property Rights Buyer agrees not to repackage, re -mark, disassemble, re- assemble or otherwise modify the goods from their original packaging as delivered by TMAX Gear to Buyer
for resale. Buyer may not purchase. sell, or offer to sell products that infringe TMAX Gear's trademark, patent, copyright or other intellectual property rights, including the sale of products bearing
counterfeit marks, logos. trade names or the like. or products that are generally known in the industry as "clones" or "knock -offs of TMAX Gear's genuine goods. Buyer agrees not to adopt for is
own use any trademarks, trade names, designs, or other materials which would infringe or violate any intellectual property rights owned by TMAX Gear. 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 if a particular type of advertising or sales material is approved by TMAX
Gear, each subsequent use by Buyer shall not require TMAX Gear's prior written approval.
11. WARRANTIES AND DISCLAIMERS TMAX Gear respresents and warrants that, at the time of delivery of the goods, it has the right to sell the goods to Buyer, free and clear of any liens or
eneumberanecs (except for any bank financing or factoring arrangements or other than those which may arise out of these Terns of Sale). Any goods purchased 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 on 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 unless expressly stated in the item description. The express warranties contained here in are in lieu of any and all other warranties. TMAX GEAR HEREBY DISCLAIMS
ALL REPRESENTATIONS AND WARRANTIES- EXPRESS OR IMPLIED. AS TO THE 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 EXPENSE FOR THE BREACH
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 DAb1AGES FOR LOSS OF
USE, LOST PROFITS, LOST DATA, OR DAMAGES PAID TO THIRD PARTIES EVEN IF TMAX GEAR I IAS BEEN ADVISED OF TI IF POSSIBLITY OF SUCK DAMAGES. TMAX
GEAR'S ENTIRE LIABILITY TO BUYER SHALL BE LIMITED TO THE 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 not be assigned by Buyer without the prior written consent of TMAX Gear, not to be unreasonably withheld or denied Any
attempted assignment without such consent shall be void.
b. Any notice provided for herein shall be in writing and sent by overnight or certified mail, postage prepaid. to the address of the parry set forth herein. Either party may change its
mailing address by giving the other party written notice of the address change by the means set forth herein.
e. Each purchase order submitted by Buyer to TMAX Gear is subject to TMAX Gear'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 it cancellation charge to be paid by Buyer to Seller, not to exceed the actual
purchase price of the goods as originally ordered by Buyer. If a cancellation or modification is cubnnitted by Buver after shipment by TMAX Gear, TMAX Gear retains the right to
collect the entire purchase price of the goods as invoiced to Buyer. No good shall be returned to TMAX Gear without TMAX Gear' 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 good ordered by Buyer and returned with
TMAX Gear's prior written approval.
e. The parties agree that these Terms of Sale shall be interpreted under the laws of the State of California, without regard to any internal conflicts of laws principles. The pities further
agree to the exclusive jurisdiction of the Courts located in San Diego County. California, as the exclusive venue for any action arising out of the subject rnatter of the purchase orders.
invoices, or these Terms of Sale between the parties.
C. If any legal action is taken to enforce the terns of the purchase orders, invoices or these Terns 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.
9 Any and all elainns, demands, causes of action or disputes of any nature (including but not limited to tort 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 matter of the purchase orders, invoices or Terns of Sale between the panics 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. It is the parties'
express intent that arbitration shall be the sole and exclusive venue for resolving disputes hereunder. If the parties are unable to agree on it single arbitrator within 30 days after the
dispute arises and it commercially reasonable time for resolving impasse is reached (not to exceed 30 days) the choice of arbitrator shall be submitted to and made by the random
choice of the JAMS organization located in San Diego. California. Each parry 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 than 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 its a judgment of a Court of San Diego County. California having exclusive
jurisdiction and venue over the parties. The prevailing pany's reasonable attorneys fee and costs. as determined by the arbitrator. shall be awardcd in addition to any amount
awarded by the arbitrator and the non prevailing party expressly agrees m 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 ajury trial. This provision (toes not preclude either party from seeking the intervention of it Court of competent jurisdiction and
venue for injunctive or other equitable relief to remedy or prevent the violation of these Terms of Sale.
h. Each party agrees that written communications shall include electronic communications and which if sent via commercially reasonable and secure electronic means, shall be deenned
the equivalent of written and signed documents, where valid signatures binding the parties are on electronic versions of documents.
1. These Terms of Sale may be unilaterally modified, changed, supplemented or attended by TMAX Gear from time to time, in TMAX Gear's sole discretion, and such modified or
changed Tents of Sale may be published in writing to Buyer directly, or via TMAX Gears published catalogs or internst website.
Invoice 175669
Date 27- MAR -08
PERFORMANCE EQUIPMENT FOR THE BEST ATHLETES OF THE WORLD. Account 620762TG
Page 2 of 2
2701 Loker Ave. West Suite 290
Carlsbad, CA 92010
Call for Authorization to Return Merchandise Remit To: WELLS FARGO CENTURY, INC.
For Sales, Billing Service Inquiries please call (877) 862 -9224 P.O. BOX 360286
PITTSBURGH PA 15250 -6286
Sold To: Ship To: BROOKSHIRE FIRST MORTGAGE LLC
Attn: Accounts Payable BROOKSHIRE GOLF CLUB
BROOKSHIRE FIRST MORTGAGE LLC 12120 BROOKSHIRE PARKWAY
12120 BROOKSHIRE PARKWAY CARMEL IN 46033
BROOKSHIRE GOLF CLUB
CARMEL IN 46033
Due Date Salesperson Order Order Date Terms Purchase Order
26- MAY -08 Rob Backus 201117 24- SEP -07 60 NET SPRING
Ship Via Discount Level
UPS LEVEL 213-08 6%
Wholesale Extended Price After
Item Number Description Qty Price Price Net Price Discount
0102080516. Glove Targa glove size Cadet L 6 9.25 55.50 8.69 52.14
0102080517. Glove Targa glove size Cadet XL 6 9.25 55.50 8.69 52.14
0102080601. Glove Ladies Targa size LH S 6 9.25 55.50 8.69 52.14
0102080602. Glove Ladies Targa size LH M 6 9.25 55.50 8.69 52.14
0102080604. Glove Ladies Targa size LH L 6 9.25 55.50 8.69 52.14
Invoice Total 158 1,714.00 1,610.38
Shipping Handling Charges 30.39
Tax 0.00
Total Amount Due in USD 1,640.77
'MAX GEAR
TERMS AND CONDITIONS OF SALES
These terms and conditions are referred to on all invoices issued by Gathering Storm. it Delaware limited liability company, dba TMAX Gear (the "Company having its principal place of business at 2701 Luker
Aver— West. Carlsbad, California 92010 -6639 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
.3 z,w,c "farms of Sale unless TMAX Gear has waived, in writing, any specific terms which will supersede and replace the Terms of Salc contained herein.
1. Acceptance Buyer accepts all of the Terms of Sale stated by any of the following acts: (1) Buyer makes an offer to purchase goods: (2) Buyer's written acknowledgment (3) Buyer's acceptance of
any shipped goods that have been specified for delivery: or (4) any other act or expression of acceptance by Buyer. TMAX Gears acceptance is based solely on these Terms of Sale in their entirety.
without any modification (orally or in writing) that is inconsistent with these Terms of Sale. TMAX Gear rejects any other temts or conditions that are not 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. Payment Terms and Credit TMAX Gear's terms 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 to suspend credit, change credit terms, or deny credit at 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 payable irrespective of prior negotiated terns. TMAX Gear may withhold delivery or shipment of goods 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: Payment; Taxes Buyer agrees to pay the total purchase price as shown on the TMAX Gear invoice plus any additional or applicable sales or use taxes. Buver agrees and
acknowledges that any amount clue TMAX Gear is contracted for in United Stales dollars. Payment 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 goads or after delivery arc the responsibility of Buyer. All unpaid invoices shall bear interest in the amount of 2%
of the outstanding balance per month, commencing on the date that payment is due Buyer's failure to make timely 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 the event that Buyer's invoices are sent for collection activities, Buyer agrees to pay all costs and
attorneys fees association with the cost of
4. Partial Shipments Any request for partial shipment must be stated on the Buyer's pt&hase orders. Bujer agrees to pay for any partial shipment 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 the partial shipment represents. All such installments or back orders shall be separately invoiced and paid
for when due, without regard to subsequent shipments and deliveries. Delay in delivery of an installment or back order shall not relieve Buyer of its obligation to accept remaining deliveries.
5. Shi pping Freight' Risk of Loss Delivery. Buyer agrees ut pay for all costs associated with the transportation of the goods in transit to the delivery place specified on the TMAX Gear invoice.
Buyer shall be responsible for the filing of anv claims with any carrier for damage to goods occurring during transit. TMAX Gear will arrange for freight to the designated FOB 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 at T.'1AX Gcars warehouse. TMAX Gcar shall use commercially reasonable efforts to deliver all ordered goods as specified
on the invoice, but shall not be liable in any manner for delays in delivery. TMAX Gear expressly reserves the right to make delivery in installments and back order goods unless Buyer specifically
states otherwise in writing. and which is accepted by TMAX Gear on its written invoice. For any international orders. the goods arc sold on a delivered basis with insurance paid and duties and
international freight unpaid. TMAX Gear assmnes no responsibility for charges associated with customs duties or any other taxes or duties within the country designated for delivery. TMAX Gear
shall not he responsible for any shipment delays caused by delays beyond the reasonable control of TMAX Gear, or product unavailability.
6. Claims and Damages All claims for damaged goods must be made within 10 days after delivery of the goods. Goods purchased for future sale must be checked for conformity with the purchase
order, invoice and shipping documentation within 10 days after delivery by TMAX Gear. Failure to make it claim within such time fiame shall constitute a complete acceptance of the goods.
7. Title: Title to each of the goods shipped by TMAX Gear shall pass to Buyer upon payrrem to TMAX Gear. TMAX Gear reserves title to the goods as security for the performance of Buyer's
obligations.
8. Product Returns Return policies differ on a product -by- product basis. It is the Buyer's responsibility to obtain all written. current return policies of TMAX Gear prior to purchasing any goods.
Orders which have been accepted by TMAX Gear are 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. TMAX Gear will not accept any returns without prior written authorization of TMAX Gear. Any return must be pre approved by TMAX Gear and the Buyer must
obtain a Return Authorization Number ("RAN If TMAX Gear issues a valid RAN allowing the Buyer to return goods. the Buyer will deliver the goods t i TMAX Gears designated address in the
United States. The Buyer shall be responsible for all applicable shipping costs. taxes, insurance. impon or customs duties on 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 Ip
any other person or company who is not an end user of the goods. Retail accounts may onl sell from the retail locations approved in writing by TNIAX 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.
16. Intellectual Property Rights Buyer agrees not to repackage, re -mark, disassemble, re- assemble or otherwise modify the goods from their original packaging as delivered by TMAX Gear to Buyer
for resale. Buyer may not purchase, sell, or offer to sell products that infringe TMAX Gear's trademark, patent. copyright or other intellectual property rights, including the sale of products bearing
counterfeit marks. logos, trade names or the Tike, or products that are generally known in the industry as "clones" or "knock- offs" of TMAX Gear's genuine goods. Buyer agrees not m adopt for its
own use any trademarks, trade names, designs, or other materials which would infringe or violate any intellectual property rights owned by TMAX Gear, 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 if a particular type of advertising or sales material is approved by TMAX
Gear, each subsequent use by Buyer shall not require TMAX Gear's prior written approval.
11. WARRANTIES AND DISCLAIMERS TMAX Gear respresents and warrants that, at the tune of delivery of the goods, it has the right to sell the goods to Buyer, free and clear of any liens or
encumberanees (except for any bank financing or factoring arrangements or other than those which may arise out of these Terms of Sale). Any goods purchased 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 on any infringement of any
patent with respect to the goods, or for any indemnity against any patent claim made by any third parry against the Buyer. No other warranty or guarantee, or representation. whether oral or written.
for any good will exist unless expressly stated in the itern description. The express warranties contained here in are in lieu of any and all other warranties. l'MAX GEAR HEREBY DISCLAIMS
ALL REPRESENTATIONS AND WARRANTIES. EXPRESS OR IMPLIED. AS TO THE 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 EXPENSE FOR THE BREACH
OF THIS WARRANTY,
12. LIMITATIONS OF LIABILITY TMAX GEAR WILL NOT BE LIABLE UNDER ANY CIRCUDISTANCES FOR ANY SPECIAL, CONSEQUENTIAL. INCIDENTIAL. PUNITIVE OR
EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGRF.F.MENT 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 ENTIRE LIABILITY TO BUYER SHALL BE LIMITED TO THE 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 not be assigned by Buyer without the prior written consent of TMAX Gear. not to be unreasonably withheld or denied. Any
attempted assignment without such consent shall be void.
It. Any notice provided for herein shall be in writing and sent by overnight or certified mail, postage prepaid. to the address of the party set forth herein. Either party may change its
mailing address by giving the other parry 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 Gear'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. If a 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 Gears 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
Tb1AX Gears prior written approval.
e. The parties agree that these Terms of Sale shall be interpreted under the laws of the State of California, without regard to any internal conflicts of laws principles. The parties further
agree to the exclusive jurisdiction of the Courts located in San Diego County, California. as 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 terms 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.
Any and all claims, demands, causes of action or disputes of any nature (including but not limited to tort 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 matter of the purchase orders, invoices or Terms of Sale between the parties shall be resolved by final, binding
nomudicial arbitration by it single arbitrator mutually agreeable to the parties and such arbitration shall be conducted in accordance with the Federal Arbitration Act. It is the parties'
express intent that arbitration shall be the sole and exclusive venue for resolving disputes hereunder. If the parties are unable to agree on a single arbitrator within 30 days alter the
dispute arises and a commercially reasonable time for resoling impasse is reached (not to exceed 30 days) the choice of arbitrator shall be submitted 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 he made in writing no more than 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 it judgment of a Court of San Diego County. California having exclusive
jurisdiction and venue over the parties. The prevailing party's reasonable attorneys 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 party from seeking the intervention of a Court of competent jurisdiction and
venue for injunctive or other equitable relief to remedy or prevent the violation of these Terms of Sale.
h. Each party agrees that written communications shall include electronic communications and which if sent via commercially reasonable and secure electronic means. -shall be deemed
the equivalent of written and signed documents, where valid signatures binding the parties arc on electronic versions of documents.
i. These Terms 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.
TMax Gear
ILI G 701 Pennel Street
ff Henderson, KY 42420 USA
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SHIP TO: D Customer Purchase Please Refer to this Shipping TMAX Gear
BROOKSHIRE FIRST MORTGAGE LLC Order Number Document Number when Calling Order Number
BROOKSHIRE FIRST MORTGAGE LLC
12120 BROOKSHIRE PARKWAY SPRING 3079946
CARME:, IN 46033
Comments: TAG STOCK
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961194 1 0 1 0 0101086101 BURNER ST. BAG BURED /ORANGE 00008479030009407533 1
961195 1 0 1 0 0101085410 TOURINO STAND BAG -SKY BLUE/WHITg)0008479030009407540 1
961196 6 0 6 0 0102061930 MENS WET WEATHER GLOVE -S 00008479030009407564 2
961197 6 0 6 0 0102061931 MENS WET WEATHER GLOVE -M 00008479030009407564 6
9 1 198 6 0 6 0 0102061932 MENS WET WEATHER GLOVE -ML 00008479030009407564
961199 6 0 6 0 0102061933 MENS WET WEATHER GLOVE -L 00008479030009407564 6
961200 6 0 6 0 0102061934 MENS WET WEATHER GLOVE -XL 00008479030009407564 U
961201 6 0 6 0 0102061915 MENS WET WEATHER GLOVE CADET- M100008479030009407564
961202 6 0 6 0 0102061917 MENS WET WEATHER GLOVE CAD ET-X 190008479030009407564
qG 1 203 12 G 12 0 0102080501 TARGA GLOVE LH -S 00008479030009407557 CSD
961204 12 0 12 0 0102080502 GLOVE- TARGA LH -M 00008479030009407557 12
961205 12 0 12 0 0102080503 GLOVE TARGA LH M/L 00008479030009407557 C12)
961206 12 0 12 0 0102080504 TARGA GLOVE LH -L 00008479030009407557 12
9�, 1207 1 2 0 12 0 0102080505 TARGA GLOVE LH -XL 00008479030009407557 12
9,7 12 6 0 6 0 0102080506 TARGA GLOVE LH -XXL 00008479030009407557
9'c1209 6 0 6 0 0102080513 TARGA GLOVE CADET -S 0008479030009407557 6
961210 6 0 6 0 0102080514 "ARGA GLOVE CAD OMIL 0008479030009407557
961211 6 0 6 0 0102080515 <TAR�GA �CADET 00008479030009407557 6
961212 6 0 6 0 0102080516 TARGA GLOVE CADET -L 00008479030009407557 6
9;113
6 0 6 0 0102080517 TARGA GLOVE CADET -X /L 00008479030009407557 6
961214 6 0 6 0 0102080601 LADIES 'ARGA LH /M 00008479030009407557
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1 69908 2 27 13.35 Picked By: MULT 'CONTINUED'
Page 1 of Shipping Document 3079946
(Total Pages: 2)
TMax Gear
701 Pennel Street
F==m Iff Henderson, KY 42420 USA
I II III I {1111 {III I II III i {III I I IIII I II III
SHIP TO: Customer Purchase Please Refer to this Shipping TMAX Gear
BROOKSHIRE FIRST MORTGAGE LLC Order Number Document Number when Callin Order Number
BROOKSHIRE FIRST MORTGAGE LLC
12120 BROOKSHIRE PARKWAY SPRING 3079946
C /,RMEL, IN 46033
Comments: TAG STOCK
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i& �.t� �r 1� u „r.� �i. Vi o 951215 6 6 0 0102080602 LADIES TARGA LH -M 00008479030009407557 1
961216 6 0 6 0 0102080604 LADIES TARGA LH -L 00008479030009407564
1 69908 2008 2713.35.09 Picked By: MULTIPLE Total Box Count =4
Page 2 of Shipping Document 3079946
(Total Pages: 2)
Brookshire Golf Club Inventory Received Report
12120 Brookshire Parkway Order Number: 05192008 -4
Carmel, IN 46033
Order Number ,,Item Code Description Ordered To Date 'Received Unit Cost Extended ExtendedF
E
E2eceived
2002340 TM BURNER STND BAG 1 1 0 $75.82 $75.82 $0.00
2002342 TM TOURINO STND BAG 1 1 0 $67.98 $67.98 $0.00
3003316 TAYLOR MADE WET WT 42 42 0 $11.64 $488.88 $0.00
3003317 TM TARGA GLOVES 114 114 0 $8.82 $1,005.4 $0.00
8
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IT $164" 26 $1;638,6 $0 00
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Oft
Authorized by Date
Order Number: 05192008 -4 Page 1 of 1
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
a a��_ A Purchase Order No.
Terms
Date Due
Invoice Invoice Description Amount
Date Number (or note attached invoice(s) or bill(s))
Total (O �d.
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
VOUCHER NO. WARRANT NO.
ALLOWED 20
360301
IN SUM OF
Wells Fargo Century Inc.
PO Box 360286
Pittsburgh PA 15250 -6286
/e� Vn• 77
ON ACCOUNT OF APPROPRIATION FOR
Board Members
PO# or INVOICE NO. ACCT #/TITLE AMOUNT
DEPT. I hereby certify that the attached invoice(s), or
3; 00 6 77 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
20 03
I g,,ature/
Cost distribution ledger classification if Title
claim paid motor vehicle highway fund