166011 11/12/2008 CITY OF CARMEL, INDIANA VENDOR: 360301 Page 1 of 1
0 ONE CIVIC SQUARE WELLS FARGO TRADE CAPITAL CHECK AMOUNT: $137.86
CARMEL, INDIANA 46032 PO BOX 360286
PITTSBURGH PA 15250 -6286 CHECK NUMBER: 166011
CHECK DATE: 11/12/2008
DEPARTMENT ACCOUNT PO NUMB INVOICE NUMBER AMOUNT DESCRIPTION
1150 4356006 249730 137.86 GOLF SOFTGOODS
tl��fiax Invoice 249730
Date 23- OCT -08
Account 614109TG
PERFORMANCE EQUIPMENT FOR THE BEST ATHLETES OF THE WORLD.
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 BROOKSHIRE GOLF COURSE
BROOKSHIRE GOLF COURSE 12120 BROOKSHIRE PKWY
BROOKSHIRE GOLF COURSE CARMEL IN 46033
12120 BROOKSHIRE PKWY
CARMEL IN 46033
Due Date Salesperson Order Order Date Terms Purchase Order
22- NOV -08 Rob Backus 312588 22- OCT -08 30 NET P.U.D. MELISSA
Ship Via Discount Level
UPS FM LEVEL 5 -AD LEVEL 0 -09 0
Wholesale Extended Price After
Item Number Description Qty Price Price Net Price Discount
0101089276. Bag -TMX T2 Cart bag w/ Standard Nylon 1 215.00 1 215.00 129.00 129.00
Rain hood -White /Jet Black
Invoice Total 1 215.00 129.00
Shipping Handling Charges 8.86
Tax 0.00
Total Amount Due in USD 137.86
TMAX GEAR
TERMS AND CONDITIONS OF SALES
r
These terms and conditions are referred to on all invoices issued by Gathering Storm. a Delaware limited liability company, dba TMAX Gear (the "Company"). having its principal place of business at 2701 Loser
Avenue 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
to 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.
I. Acce Buyer accepts all of the Terms of Sale stated by any of the following acts: I) Buyer makes in 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 terns 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. Pavntent Terns 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 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. Buyer agrees and
acknowledges that any amount due 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, 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 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
arornevs fees association with the cost of collection.
4. Partial Shipments Any request for partial shipment must be stated on the Buyer's purchase orders. Buyer agrees to pay Lou r 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. Ship 7l ing� FreiehC Risk of Loss Deliverv. 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. 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 Buyers representative at TMAX Gear's warehouse. TMAX Gear 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. TNIAX 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 are 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
shall not be 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 a claim within such time frame 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 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, reimbursement for any costs incurred in the performance of the original order or additional costs due to Rover's changes or modifications. TMAX
Gear reserves the right to change or mollify 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'I'MAX Gear. Any return must he 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 Gear's 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 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 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 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 time of delivery of the goods, it has the right to sell the goods to Buyer, free and clear of any liens or
encumberances (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 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 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.
b. Any notice provided for herein shall be in writing and sent by ovemight 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 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 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
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 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.
f. 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 of any nature (including but not limited to toil 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
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 a single arbitrator within 30 days after the
dispute arises and a 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 patty -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 as ajudgment 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 are 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.
Prescribedaiy State .3iard of Accounts ACCOUNTS PAYABLE VOUCHER City Form No. 201 (Rev. 1995)
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.
P
Purchase Order No.
Terms
Date Due
Invoice Invoice Description Amount
Date Number (or note attached invoice(s) or bill(s))
Total �7
I hereby certify that the attached invoice(s), or bill(s), is (are) true and correct and I have audited same in accordance_
with IC 5- 11- 10 -1.6.
20
Clerk- Treasurer
VOUCHER NO. WARRANT NO.
ALLOWED 20
IN SUM OF
ON ACCOUNT OF APPROPRIATION FOR
Board Members
PO# or INVOICE NO. ACCT #/TITLE AMOUNT
DEPT. I hereby certify that the attached invoice(s), or
1750 ,3� 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
Signature ,Y
Cost distribution ledger classification if
Title or o 0
claim paid motor vehicle highway fund