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HomeMy WebLinkAbout207556 03/26/2012 CITY OF CARMEL, INDIANA VENDOR: 361198 Page 1 of 1 ONE CIVIC SQUARE NIKE USA INC CARMEL, INDIANA 46032 PO BOX 847648 CHECK AMOUNT: $2,674.56 DALLAS TX 75264 -7648 CHECK NUMBER: 207556 CHECK DATE: 3/26/2012 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 1207 4356007 70095039 336.60 GOLF HARDGOODS 1207 4356006 932447655 109.85 GOLF SOFTGOODS 1207 4356006 932447656 181.29 GOLF SOFTGOODS 1207 4356006 932447657 224.54 GOLF SOFTGOODS 1207 4356006 932447658 228.70 GOLF SOFTGOODS 1207 4356006 932489797 218.30 GOLF SOFTGOODS 1207 4356006 939714253 223.50 GOLF SOFTGOODS 1207 4356006 939768050 444.18 GOLF SOFTGOODS 1207 4356006 939768051 37.50 GOLF SOFTGOODS 1207 4356006 939826800 1,159.46 GOLF SOFTGOODS 1207 4356007 939826800 1,680.00 GOLF HARDGOODS 1207 4356006 FY11YEREBATE 244.00 GOLF SOFTGOODS N I KE G O LF Customer Number: 272920 Invoice Number: 939768050 Nike Order Number: 851577535 Invoice Date: 03/12/2012 INVOICE Nike Delivery Number: 468931569 Terms: Net 60 Customer PO No: REWARDS Terms begin as of: 03/12/2012 Ordered by: Due Date: 05/11/2012 DUNS 05- 095 -7364 Ordered on: 10/26/2011 Currency: USD FEDERAL TAX ID 93- 124 -3023 Original Invoice Number: MAIL TO DELIVER GOODS TO 850 01 MB 0.404 CITY OF CARMEL 11111111111111111111111 r ,llr,nll111111111lll11nulll 12120 BROOKSHIRE PKWY CITY OF CARMEL 272920 BROOKSHIRE GOLF CLUB BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY CARMEL IN 46033 -3314 CARMEL IN 46033 -3314 Material Customer Product Description Size UOM Quantity Quantityl Wholesale Net Unit Total Product Code Ordered Shipped I Unit Price Pri 417634 -015 BUNKER SHOT CAP MISC EA 3 3 12.50 11.25 33.75 *Subtotals 3 3 37.50 33.75 33.75 429529 -010 BLING CAP MISC EA 6 6 10.00 9.00 54.00 *Subtotals 6 6 60.00 54.00 54.00 429529 -014 BLING CAP MISC EA 6 6 10.00 9.00 54.00 *Subtotals 6 6 60.00 54.00 54.00 429529 -100 BLING CAP MISC EA 3 3 10.00 9.00 27.00 *Subtotals 3 3 30.00 27.00 27.00 429529 -471 CONTRAST STITCH CA MISC EA 3 3 10.00 9.00 27.00 *Subtotals 3 3 30.00 27.00 27.00 452920 -010 NEW TOUR FLEX FIT M/L EA 3 3 13.00 11.70 35.10 *Subtotals 3 3 39.00 35.10 35.10 452920 -012 NEW TOUR FLEX FIT M/L EA 3 3 13.00 11.70 35.10 *Subtotals 3 3 39.00 35.10 35.10 452920 -100 NEW TOUR FLEX FIT M/L EA 3 3 13.00 11.70 35.10 *Subtotals 3 3 39.00 35.10 35.10 454084 -010 MESH TRUCKER CAP MISC EA 3 3 11.00 9.90 29.70 *Subtotals 3 3 33.00 29.70 29.70 454084 -317 MESH TRUCKER CAP MISC EA 3 3 11.00 9.90 29.70 *Subtotals 3 3 33.00 29.70 29.70 454084 -409 MESH TRUCKER CAP MISC EA 3 3 11.00 9.90 29.70 *Subtotals 3 3 33.00 29.70 29.70 454084 -419 MESH TRUCKER CAP MISC EA 3 3 11.00 9.90 29.70 *Subtotals 3 3 33.00 29.70 29.70 Date 3 Init. Account S6 o© Account Account All Nike USA. Inc. products are sold FCA (Free Carrier Shipping Point) and ri}ga #calculated from invoic unless soecificaltvnotesi_ by o Nike. A service charge of 1 /z% per month will be charged on all.past ue invoices. An t coun s are not allowed. o returns without prior authorization from Nike. Shortage claims must be made within 30 days of receipt. All collection ees and costs must be paid by purchaser. Detailed terms and conditions on reverse side of page 1. Please remit to: NIKE USA, Inc. PO Box 847648 Dallas 75284 -7648 US Page 1 of 4 NIKE USA, Inc. TERNIS AND CONDITIONS OF SALE NIKE USA. Inc. "NIKE offers certain goods bearing NIKE Trademarks (asdefined below) "Product for sale to retailers that have been authorized by NIKE to make purchases of such Product "Customers. By sAnritting an order to NIKE (each. an "Order Customer agrees that such Order will be governed by the terms and conditions of sale "the Terms and Conditions in effect at the time the Order is submitted. The Terms and Conditions that are current as of July I, 2011 are set forth below. 1. ORDERS: All Orders submitted by Customer are subject to acceptance by NIKE. The preparation of a purchase order by a sales representative of NIKE, the submission by Customer of a purchase order to NIKE. or the acknowledgement by NIKE of receipt of a purchase order (Order "confirmation shall not constitute NIKE's acceptance of that Order. NIKE may in its sole discretion accept all or anv part of an Order or substitute comparable Product for the items that were ordered. in either case by shipping Product. NIKE may at any time refuse to ship Product for any reason. even if NIKE has received payment for the applicable Order and /or has confirmed that Carder on NIKE.net or otherwise. NIKE will in its sole discretion determine which of NIKE's products are made available to Customer for Orders, and determine how to allocate Product among Customer and NIKE's other customers. Accordingly. NIKE reserves the right to discontinue product lines and to make changes in goods offered at any time. Unless Customer complies with Section i regarding returns. Customer will be deemed to have accepted those substitute goods�on the terms outlined in NIKE's invoice. NIKE may cancel an Order at anv time because the Order contains an incorrect price. requests Product that Customer is not authorized to sell, or for any other reason, even if NIKE has acknowledged or confirmed that Order or has received payment for that Order. In the latter case. NIKE will, at its election. either refund the payment or credit Customer's account. Customer may not cancel an Order after its acceptance by NIKE. Any Order that conflicts with or that includes provisions (other than item and quantity) in addition to these`ferms and Conditions will have no force or effect to the extent it is inconsistent or includes additional terms. NIKE will be entitled to accept any Order and to rely on any other written or telephonic request or notice given by a person that appears to be an employee or agent of Customer. Each Order will be subject to and governed in all respects by (a) these Terms and Conditions. and (b) if applicable. Customer's credit application and account agreement. Each Order, together withihese Terms and Conditions and, if applicable Customer's credit application and account agreement. may be referred to collectively as the "Agreement 2. PRICES: NIKE may correct typographical or other errors in pricing, may reduce or cancel any discounts previously offered to Customer, and may change its prices at any time. Each Order will be invoiced at the prices prevailing at the time that Order is fully recorded into NIKE's central ordering system. Nothing c ontained herein shall obligate Customer to resell the Product at any particular price or on any specific terms and conditions notwithstanding suggested retail prices published by NIKE, if any. 3. TERMS OF SALE: Customer will pay for all Product by the date specified on NIKE's invoice, or if none is specified, within 30 days after the date of that invoice. Any sum not paid when due is subject to a service charge of 1.5% per month or the maximum rate permitted by law, whichever is lower. The amount reflected in each NIKE invoice will be deemed to be an account stated unless Customer disputes the amount of that invoice in writing within 30 days after the date that invoice is due. Customer will pay the undisputed portion of each invoice. NIKE has the right to apply payments it receives from Customer to any of Customer's invoices and to disregard Customers instructions to apply payment to any specific invoice. In the event Customer is indebted to NIKE or to any NIKE affiliate. that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit. 4. SHIPPING; RISK OF LOSS; TITLE: NIKE will ship Product FCA, the NIKE Distribution Center or other shipping point. NIKE is not responsible for any loss resulting from any delay in shipping or failure to ship. 5. RETURNS: Product that was shipped in accordance with the specifications in the Order is not returnable. If Customer wishes to return Products based on a claim that they are defective or that they are not comparable to the items that were ordered. Customer may submit to NIKE a request for return: provided, however. that NIKE will not approve of return requests received by NIKE 30 days or more after delivery of those Products to Customer. NIKE will not issue any refunds or apply any credits except for items that were approved by NIKE for return. Customer will ship returns at its own expense and will retain title and risk of loss until receipt by NIKE at the designated return destination. Restocking fees may apply. Any items that are returned without NIKE's approval will be disposed of by NIKE unless Customer prepays shipping costs for their return to Customer. 6. CUSTOMER'S COVENANTS: A. The following applies to Customers that acre approved to sell Product at it phesiat store locution (a "brick and mortar" store). STORES Except as expressly permitted in subsection 6.13 and /or 6.0 below. or when otherwise approved by NIKE in writing. Customer will not (a) sell Product under any store name or at any physical store location other than under the store name and at the particular physical store identified in this Credit Application or. in the case of multiple store locations. at the location to which the Product was shipped (assuming it was an approved location); (b) sell Product other than to retail consumers physically present at such store location who are Purchasing for their personal use and not for resale: or (c) accept orders or sell Product through the Internet. e -mail or anv other electronic channel, except that Customer may advertise Product through those channels to create or enhance consumer awareness of Product performance features and /or indicate the availability of Product at an authorized store location so long as Customer complies with Section 9 below. Customer will at all times provide clean, modern and adequate retail outlet(s) necessary for the proper merchandising and selling of Product. B. The following a>>lies to Customers that are approved to sell Product on a website. INTERNET SAL S If NIKE approves Customer for Internet sales, then Customer is authorized to sell Product to retail consumers via the Internet only from the website or websites identified in the Credit Application or otherwise approved by NIKE in writing (the "Authorized Website(s)") and to deliver that Product only to consumers with mailing addresses in the United States. its territories and possessions. (a) The Authorized Website(s) will not be co- branded with the name or other trademarks of any other person or entity. (b) The Authorized Website(s) will not link to. or provide data feeds to, any transactional website. or permit any transactional website to link to the Authorized Website(s). For purposes of this Section 613(b). a "transactional website" means a shopping portal. online marketplace. or other site which either (i) is capable of accepting orders from consumers. or (ii) creates the perception that orders are accepted on the site, even if the consumers are in fact redirected to other websites for order placement. The term "transactional website' excludes websites which aggregate images and information about merchandise without conducting sales transactions. (c) The Authorized Website(s) will have teatures and functions that are standard in the industry. including the abilitv to: (i) confirm availability or unavailability of NIKE Product at the time the retail consumer places his or her order. (ii) accept all major credit cards. (iii) ship within standard time frames with a choice of overnight, second day air and ground deliverv. and (iv) allow retail consumers to search the Authorized Website(s) and to navigate to a NIKE "concept' shop in the form of a Web page featuring all Product that Customer sells on the Authorized Website(s) (except for discounted goods, which must be presented on a separate discount page). (d) Customer will at all times provide prompt, effective and courteous customer service by telephone for consumers purchasing Product from the Authorized Website(s) and for other visitors to that or those Website(s). Customer will not (i) permit any fulfillment house or any other third party to fill consumer orders placed through the Authorized Website(s): or (ii) (iii) use certain trademarked terms, as designated by NIKE, in metadata; or (iv) purchase certain trademarked terms, as designated by NIKE, as Internet search terms: or (v) use any NIKE trademark in any domain name or URL address. C. The (ollotving applies to Customers that are ppp roved for a non- retail account. If NIKE approves Customer fora non retail accgUiM Customer will distribute Pr t o cost to the teams, players and sports participants, and other groups or individuals specified may NIKE of w'ill'011'at'no profit f that is-sell arPl+K- E- s•ievorce nc 7. GENERALBESTRICTIONS_Custom2will not directly or indirgglnl�QODAgn or otherwise transfer Product (i) outside the United States (and, if a "brick and mortar" store, other than at the a roved ptiys`rcal'stof'e or Iocarons); or (ii) to another retailer, or to an e- taller, distributor, or broker; or (iii) under circumstances where it knows or shottlP(1 know, based on the circumstances of the transaction, that the Product is intended for resale or will likely be resold: or b) purchase or sell, offer to sell. or distri to includin at no cost), o�{tt�r(ett goods; or (c) purchase authentic NIKE goods from any third a arty; or (d) purchase anv MICE Product from: or sell or offer to sell Product on -be If bf'ifr�fo4 t�a count of, any other third party; or (e) if` NIKE sets a launch dte for a particular NIKE Product, sell that product prior to the date and time stated by NIKE: or (f) collect or use any sensitive personal data about consumers other than in compliance with industry best practices for $acurity standards, and apaltic�f) �e�y�,�, 8. CUSTOMER'S GENERAL REPRESENTATIONS, A�FI2f1'NT AND O�BL (a) Customer will at all times: (i) use secunttiS�measures to protect cKqdii d and o identifiable information from unauthorized access or use in a manner consistent with indust best practices and applicable law: (iirlpt, effective and courteous service before, during and after the retail sale of o Product. (iii) vigorously encourage thetil sale'oFi'ballet"(IvTrneet or excee any mr���777rrrrrnmum sales volume established by NIKE from time to time: (v) establish and maintain, independently and in con unction with NIKE, advertising and marketing policies and methods that emphasize the quality and performance of the Product: and (vi) comply with applicab)e law in connection with performance of its Aigations under the Agreement. (b) Customer represents and warrants, and each time Customer submits an Order. Customer will be deemed to have represented and warranted. that (i) it wishes to purchase Product solely for business purposes and not for personal, family or household purposes: and (ii) the most recent financial information provided by Customer is true, accurate and complete as of the dates indicated in that information and that there has been no material adverse change in Customer's business, prospects or financial condition since those dates. Page 2 of 4 NIKEGOLF Customer Number: 272920 Invoice Number: 939768050 Nike Order Number: 851577535 Invoice Date: 03/12/2012 INVOICE Nike Delivery Number: 468931569 Terms: Net 60 Customer PO No: REWARDS Terms begin as of: 03/12/2012 Ordered by: Due Date: 05/11/2012 DUNS 05- 095 -7364 Ordered on: 10/26/2011 Currency: USD FEDERAL TAX ID 93- 124 -3023 Original Invoice Number: Shipped From: Nike Golf: Memphis Date Shipped: 03/12/2012 Order Type: Futures Order Direct Ship Factory PO Carrier: Federal Express Mode of Transport: Standard Incoterms: Free carrier Weight: 6.720;5.180;1.590; Bill of Lading Number: Pro number: Tracking Number: 217508270440697; 217508270440895 ;217508270437390; Packing list Number: 14590769 Number of Cartons: 3 Special Label Instructions: Ship -to ID: 272920 Store ID 272920 Wholesale Amount Sales Net of Discount Freight Total 466.50 419.85 24.33 444.18 Page 4 of 4 (c) Customer has received and reviewed Nike's policy regarding Gifts. Gratuities an(] Other Payments, available from Nike upon request. Customer shall not take any action that could reasonably be expected to violate the policy or induce a Nike employee to violate the policy. In particular, but without limiting the preceding sentence. Customer shall not (a) give a cash gift in any amount to a Nike employee. (b) give a non -cash gift worth more than 5200 to a Nike employee. or (c) give a gift of any kind to any relative, friend. associate or charitable organization favored by a Nike employee if there is any implied expectation of a return favor. 9. TRADEMARKS: Customer acknowledges NiKE's sole ownership of and exclusive right, title and interest in and to the name "NIKE." the name "Jordan." the NIKE Swoosh logo design. the Jordan "Jumpman" logo, and all other trademarks owned t�v NIKE or its affiliates "the NIKE Trademarks. Customer recognizes that the NIKE Trademarks possess substantial goodwill and agrees that it will not use or display NIKE Trademarks in a manner that would disparage or damage them, or represent that it has any ownership in. or attempt to license, the NIKE Trademarks. All goodwill associated with Customer's use of the NIKE Trademarks will be owned exclusively by NIKE. Customerwill comply with NIKE's latest trademark usage suidelincs. which NiKE may provide and circulate from time to time, as well as any other policies governing the use of ([)NIKE logos and other trademarks, and (ii) product and athlete images and other copy iohted materials. Upon request by NIKE. Customer will submit to NIKE. for its review, any public statements about NiKE or advertising materials bearing NIKE "trademarks. Product images, athlete images, or Product descriptions. If NIKE does not approve such materials in writing. within five business days, the materials shall be deemed re ected and Customer shall cease any use of the rejected materials. Customer will not use any marls confusingly similar to the NIKE Trademarks or use the NIKE trdemarks in combination with other trademarks. Customer will notify NIKE in writing of any infringement or improper use of the NIKE Trademarks that conies to its attention. Customer acknowledges and agrees that the NIKE Trademarks and thLNIKE reputation for quality are extremely valuable to NIKE. and that NIKE does not authorize Customer to sell any damaged or defective NIKE Product. Accordingly. Customer agrees that NIKE Product which may be damaged or defective. for an reason. shall be. at NIKE's sole election.either returned to NIKE or disposed of according to NIKE's instructions. NIKE and its agents shall have the right to witness such destruction. 10. LIMITED REMEDY; DISCLAIMER OF IMPLIED WARRANTIES: If any Product is defective. NIKE's sole and exclusive liability to Customer will be. at NIKE's election, if the defect is material, to either (a) replace that defective Product or (b) refund the amount Customer Paid NIKE for that defective Product. AS BETWEEN CUSTOMER AND NIKE. NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES. EXPRESS AND IMPLIED. INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE. TITLE AND NONINFRINGEMENT. 11. LIMITATION ON DAMAGES AND ACTIONS: NIKE WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT. INTERRUPTION OF BUSINESS OR ANY SPECIAL. CONSEQUENTIAL, INCIDENTAL. INDIRECT. SPECIAL. EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR SUSTAINED BY CUSTOMER OR ANY OTHER PERSON. ANY ACTION (OTHER THAN FOR FAILURE TO PAY FOR GOODS DELIVERED) MUST BE COMMENCED WITHIN ONE YEAR FROM THE EARLIER OF THE DATE OF DELIVERY OF THE NIKE PRODUCT OR THE DATE OF THE ORDER GIVING RISE TO THE CLAIM. IN NO EVENT WILL NIKE'S LIABLITY TO CUSTOMER EXCEED. FOR DEFECTIVE PRODUCT. THE AMOUNT CUSTOMER PAID NIKE FOR THE PRODUCT GIVING RISE TO THE CLAIM. AND FOR ALL OTHER CLAIMS. THE AMOUNT CUSTOMER PAID NIKE WITHIN THE THREE -MONTH PERIOD PRECEDING THE DATE THE CLAINI AROSE. These limitations will apply regardless of whether the legal theory of liability for damages arises under contract. tort (including negligence and strict liability), or any other theory. 12. MODIFICATION: NIKE may at any time. in NiKE's sole discretion, modify its Terms and Conditions of sale. Each Order will be governed by the Terms and Conditions in effect at the time Customer submits that Order. Accordingly. Customer will review the then current version of the Terms and Conditions (available at the Nike.net website, in the catalogue. or by request from NIKE) before placing each Order. An Order that has been accepted by NIKE may be modified only by a written instrument which expresses an intent to amend, identifies the provision to be amended, and is signed by an authorized representative of NIKE. 13. CONFIDENTIALITY. A. Non Disclosure. Customer acknowledges that it may have access to information owned or controlled by NIKE or NIKE's Affiliates. disclosure of which would cause substantial or irreparable harm to NIKE "Confidential Information. Confidential Information includes the NIKE's marketing plans, information regarding future releases of NIKE Product. and any other non public material disclosed to Customer or to which Customer gains access. Customer shall rotect NiKE's Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade secrets, but in any event no less than reasonable care. Customer shall make Confidential Information available only to those employees of Customer who need to know the information in connection with Customer's business, and shall not disclose Confidential Information to any third party. B. Publicin! Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE or NIKE Products. Customer will not answer questions or give statements about its relationship with NIKE or discuss NIKE Products under circumstances where Customer knows or has reason to believe that the purpose of the request is to create content for publication in film, television, radio. print or online media. including blogging. Customer will not hold itself out as a representative of NIKE in any interview or statement. whether or not it is recorded, and whether or not it is intended for such publication. C. Idea Submission. If Customer chooses to submit to NIKE or share with NIKE any business plans, product or marketing ideas, or other materials. Customer agrees that (i) NIKE is not subject to any restrictions in using such materials: Customer hereby grants to NIKE an irrevocable license to use such materials. without compensation to Customer: and (ii) NIKE is under no obligation to use such plans. ideas. or other materials, or to commercially exploit them in any territory. 14. SEVERABILITY\WAIVER \CONSTRUCTION: If a court of competent jurisdiction determines that any provision of the Agreement is invalid or unenforceable for any reason. that determination will not affect any other provision unless enforcement of the remaining provisions would be grossly inequitable under the circumstances or would frustrate the primary purpose of the Agreement. A party's delay or failure to enforce or insist on strict compliance with any of the provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement, and a party's waiver of any right related to the Agreement on one occasion will not waive any other right, constitute a continuing waiver or waive that right on any other occasion. Customer has had the opportunity to consult with its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attomey; therefore, no rule of construction or interpretation that disfavors NIKE or that favors Customer will apply to its interpretation. 15. ATTORNEYS' FEES \GOVERNING LANY\FORUM SELECTION: Customer will pay all costs. collection agency fees. expenses. reasonable attorney fees (whether incurred prior to. at trial or on appeal) incurred by NIKE in connection with the collection of any past due sums. The Agreement, and all disputes arising out of the Agreement or out of the relationship between NIKE and Customer, will be governed by the laws of the state of Oregon. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY. Customer irrevocably consents to the jurisdiction of the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any objection that such venue is an inconvenient forum. Customer will not initiate an action against NIKE in any other jurisdiction. NIKE may bring an action in any forum. 16. FORCE MAJEURE: If it becomes impossible for either Customer or NIKE to perform its obligations under the Agreement as a result of fire. flood. earthquake. or other natural disaster, that party s performance may be delayed for the duration of the force majeure event, except that nothing in this Section 16 will excuse Customer from its payment obligations. 17. RESTRICTION ON ASSIGNMENT: Customer will not assign any right conferred herein by NIKE without the prior written consent of an authorized NIKE representative. A change of control of Customer by stock sale or gift, merger, operation of law, by contract. or otherwise. will be deemed an assignment for PPurrpp on oses of this Section. Any attempted assignment or delegation by Customer will be void. NIKE may grant. withhold or condition its consent to assignment in NIKE's sole discretion. If NIKE authorizes an assignment or delegation, that authorization will not release Customer from any of its obligations under the Agreement unless (a) the authorization expressly releases Customer. (b) the assignee or delegate agrees in writing to be bound by the Agreement: and (c) any agreement between Customer and the assignee or delegate states that NIKE has the right to enforce Customer's rights against the assignee or delegate. 18. SET -OFF: In the event Customer is indebted to NIKE or to any NIKE affiliate. that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit. 19. RELATIONSHIP: The relationship of NIKE and Customer established by the Agreement is that of vendor- purchaser and nothing contained herein shall be construed to create a partnership, joint venture or any other relationship. 20. ENTIRE AGREEMENT: The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and supersedes prior and contemporaneous oral and written agreements. commitments and understandings concerning that subject matter. Page 3 of 4 NIKE GOLF 4/ Customer Number: 272920 invoice Number: 939826800 Nike Order Number: 851265259 Invoice Date: 03/14/2012 INVOICE Nike Delivery Number: 469331544 Terms: Net 120 Customer PO No: BALL AND GLOVE Terms begin as of: 03/14/2012 Ordered by: Due Date: 07/12/2012 DUNS 05- 095 -7364 Ordered on 10/15/2011 Currency: USD FEDERAL TAX ID 93- 124 -3023 MAIL TO Original Invoice Number: DELIVER GOODS TO 77201 MB 0.404 CITY OF CARMEL 12120 BROOKSHIRE PKWY CITY OF CARMEL 272920 BROOKSHIRE GOLF CLUB BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY CARMEL IN 46033 -3314 CARMEL IN 46033 -3314 Material Customer Product Description Size UOM Quantity Quantityl Wholesale Net Unit Total Product Code Ordered Shipped I Unit Price Price GG0338 -001 NIKE ALL WEATHER R M EA 3 3 12.00 12.00 36.00 ML EA 3 3 12.00 12.00 36.00 L EA 3 3 12.00 12.00 36.00 XL EA 3 3 12.00 12.00 36.00 "Subtotals 12 12 144.00 144.00 144.00 GG0371 -001 DURA FEEL VI REG ML EA 6 6 5.50 5.50 33.00 L EA 6 6 5.50 5.50 33.00 XL EA 6 6 5.50 5.50 33.00 "Subtotals 18 18 99.00 99.00 99.00 GG0371 -101 DURA FEEL VI REG S EA 6 6 5.50 5.50 33.00 M EA 18 18 5.50 5.50 99.00 L EA 24 24 5.50 5.50 132.00 XL EA 12 12 5.50 5.50 66.00 XXL EA 6 6 5.50 5.50 33.00 "Subtotals 66 66 363.00 363.00 363.00 GG0372 -101 DURA FEEL VI CAD S EA 6 6 5.50 5.50 33.00 M EA 6 6 5.50 5.50 33.00 ML EA 12 12 5.50 5.50 66.00 L EA 12 12 5.50 5.50 66.00 XL EA 12 12 5.50 5.50 66.00 "Subtotals 48 48 264.00 264.00 264.00 GG0377 -104 WOMENS DURA FEEL I S EA 6 6 5.50 5.50 33.00 M EA 6 6 5.50 5.50 33.00 ML EA 6 6 5.50 5.50 33.00 "Subtotals 18 18 99.00 99.00 99.00 GG0377 -106 WOMENS DURA FEEL I S EA 6 6 5.50 5.50 33.00 M EA 6 6 5.50 5.50 33.00 ML EA 6 6 5.50 5.50 33.00 L EA 6 6 5.50 5.50 33.00 "Subtotals 24 24 132.00 132.00 132.00 GL0458 101 =DISTANCE MISC EA 6 6 33.00 33.00 198.0 "'Subtotals 6 6 198.00 198.00 198.00 GL0459 -101 MISC EA 6 6 33.00 33.00 198.00 All Nike USA, Inc. products are sold FCA (Free Carrier Shipping Point) and payment terms are calculated from invoice date unless specifically noted otherwise•by Nike. A service charge of 1 1 /2% per month will be charge on all past due invoices. Anticipation discounts are not allowed. No returns without prior o authorization from Nike. Shortage claims must be made within 30 days of receipt. All collection tees and costs must be paid by purchaser. Detailed terms and conditions on reverse side of page 1. Please remit to: NIKE USA, Inc. PO Box 847648 Dallas 75284 -7648 US Page 1 of 4 NIKE USA, Inc. TERMS AND CONDITIONS OF SALE NIKE USA, Inc. "NIKE offers certain goods bearing NIKE Trademarks (asdefined below) "Product for sale to retailers that have been authorized by NIKE to make purchases of such Product "Customers. By submittingg an order to NIKE (each, an "Order Customer agrees that such Order will be governed by the terms and conditions of sale "the Terms and Conditions in etfect at the time the Order is submitted. The Terms and Conditions that are current as of July 1, 2011 are set forth below. 1. ORDERS: All Orders submitted by Customer are subject to acceptance by NIKE. The preparation of a purchase order by a sales representative of NIKE, the submission by Customer of a purchase order to NIKE, or the acknowledgement by NIKE of receipt of a purchase order (Order "confirmation shall not constitute NIKE's acceptance of that Order. NIKE may in its sole discretion accept all or any part of an Order or substitute comparable Product for the items that were ordered, in either case by shipping Product. NIKE may at any time refuse to ship Product for any reason, even if NIKE has received payment for the applicable Order and /or has confirmed that i5rder on NIKE.net or otherwise. NIKE will in its sole discretion determine which of NIKE's products are made available to Customer for Orders, and determine how to allocate Product among Customer and NIKE's other customers. Accordingly, NIKE reserves the right to discontinue product lines and to make changes in goods offered at any time. Unless Customer complies with Section 5 regarding returns, Customer will be deemed to have accepted those substitute goods on the terms outlined in NIKE's invoice. NIKE may cancel an Order at any time because the Order contains an incorrect price. requests Product that Customer is not authorized to sell, or for any other reason, even if NIKE has acknowledged or confirmed that Order or has received payment for that Order. In the latter case. NIKE will, at its election, either refund the payment or credit Customer's account. Customer may not cancel an Order after its acceptance by NIKE. Any Order that conflicts with or that includes provisions (other than item and quantity) in addition to these Terms and Conditions will have no force or effect to the extent it is inconsistent or includes additional terms. NIKE will be entitled to accept any Order and to rely on any other written or telephonic request or notice given by a person that appears to be an employee or agent of Customer. Each Order will be subject to and governed in all respects by (a) these Terms and Conditions, and (b) if applicable, Customer's credit application and account agreement. Each Order, together with these Terms and Conditions and. if applicable Customer's credit application and account agreement, may be referred to collectively as the "Agreement 2. PRICES: NIKE may correct typographical or other errors in pricing, may reduce or cancel any discounts previously offered to Customer, and may change its prices at any time. Each Order will be invoiced at the prices prevailing at the time that Order is fully recorded into NIKE's central ordering system. Nothing contained herein shall obligate Customer to resell the Product at any particular price or on any specific terms and conditions notwithstanding suggested retail prices published by NIKE. if any. 3. TERMS OF SALE: Customer will pay for all Product by the date specified on NIKE's invoice, or if none is specified, within 30 days after the date of that invoice. Any sum not paid when due is subject to a service charge of 1.5% per month or the maximum rate permitted by law, whichever is lower. The amount reflected in each NIKE invoice will be deemed to be an account stated unless Customer disputes the amount of that invoice in writing within 30 days after the date that invoice is due. Customer will pay the undisputed portion of each invoice. NIKE has the right to apply payments it receives from Customer to any of Customer's invoices and to disregard Customers instructions to apply payment to any specific invoice. in the event Customer is indebted to NIKE or to any NIKE affiliate, that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit. 4. SHIPPING; RISK OF LOSS; TITLE: NIKE will ship Product FCA, the NIKE Distribution Center or other shipping point. NIKE is not responsible for any loss resulting from any delay in shipping or failure to ship. 5. RETURNS: Product that was shipped in accordance with the specifications in the Order is not returnable. If Customer wishes to return Products based on a claim that they are defective or that they are not comparable to the items that were ordered. Customer may submit to NIKE a request for return; provided, however, that NIKE will not approve of return requests received by NIKE 30 days or more after delivery of those }products to Customer. NiKE will not issue any refunds or apply any credits except for items that were approved by NIKE for return. Customer will ship returns at its own expense and will retain title and risk of loss until receipt by NIKE at the designated return destination. Restocking fees may apply. Any items that are returned without NIKE's approval will be disposed of by NiKE unless Customer prepays shipping costs for their return to Customer. 6. CUSTOMER'S COVENANTS: A. The following applies to Customers that are approved to sell Product at a physical store locution (a "brick and mortar" store). STORES .Except as expressly. permitted in subsection 6.13 and /or 6.0 below, or when otherwise approved by NIKE in writing, Customer will not (a) sell Product under any store name or at any physical store location other than under the store name and at the particular physical store identified in this Credit Application or. in the case of multiple store locations, at the location to which the Product was shipped (assuming it was an approved location); (b) sell Product other than to retail consumers physically present at such store location who are purchasing for their personal use and not for resale; or (c) accept orders or sell Product through the Internet, a -mad or any other electronic channel. except that Customer may advertise Product through those channels to create or enhance consumer awareness of Product performance features and/or indicate the availability of Product at an authorized store location so long as Customer complies with Section 9 below. Customer will at all times provide clean, modern and adequate retail outlet(s) necessary for the proper merchandising and selling of Product. B. The follawin a )lies to Customers that are approved to sell Product on a website. INTERNET SL S If NiKE approves Customer for Internet sales, then Customer is authorized to sell Product to retail consumers via the Internet only from the website or websites identified in the Credit Application or otherwise approved by NIKE in writing (the "Authorized Website(s)") and to deliver that Product only to consumers with mailing addresses in the United States, its territories and possessions. (a) The Authorized Website(s) will not be co- branded with the name or other trademarks of any other person or entity. (b) The Authorized Website(s) will not link to, or provide data feeds to, any transactional website, or permit any transactional website to link to the Authorized Website(s). For purposes of this Section 613(b), a "transactional website" means a shopping portal, online marketplace, or other site which either (i) is capable of accepting orders from consumers, or (ii) creates the perception that orders are accepted on tEe site, even if the consumers are in fact redirected to other websites for order placement. The term "transactional website' excludes websites which aggregate images and information about merchandise without conducting sales transactions. (c) The Authorized Website(s) will have features and functions that are standard in the industry, including the ability to: (i) confirm availability or unavailability of NIKE Product at the time the retail consumer places his or her order. (ii) accept all major credit cards, (iii) ship within standard time frames with a choice of overnight. second day air and ground delivery, and (iv) allow retail consumers to search the Authorized Website(s) and to navigate to a NIKE "concept" shop in the form of a Web page featuring all Product that Customer sells on the Authorized Website(s) (except for discounted goods, which must be presented on a separate discount page). (d) Customer will at all times provide Prompt, effective and courteous customer service by telephone for consumers purchasing Product from the Authorized Website(s) and for other visitors to that or those Website(s). Customer will not (i) permit any fulfillment house or any other third party to fill consumer orders placed through the Authorized Website(s); or (ii) (iii) use certain trademarked terms, as designated by NIKE, in metadata; or (iv) purchase certain trademarked terms, as designated by NIKE, as Internet search terms; or (v) use any NIKE trademark in any domain name or URL address. C. The following applies to Customers that are approved for a non- retail account. If NIKE approves Customer for a non retail account. Customer will distribute Product at no cost to the teams, players and sports participants, and other groups or individuals specified by NIKE or will sell at no profit (that is, sell at NIKE invoice price). 7. GENERAL RESTRICTIONS: Customer will not directly or indirectly: (a) sell, consign or otherwise transfer Product (i) outside the United States (and. if a "brick and mortar" store, other than at the approved physical store location or locations): or (ii) to another retailer, or to an e- railer, distributor, or broker; or (iii) under circumstances where it knows or should know, based on the circumstances of the transaction, that the Product is intended for resale or will likely be resold: or (b) purchase or sell, offer to sell, or distribute (including at no cost), counterfeit NIKE goods: or (c) purchase authentic NIKE goods from any third party: or (d) purchase any NIKE Product from, or sell or offer to sell Product on behalf of or for the account of, any other third party; or (e) it NIKE sets a launch date for a particular NIKE Product, sell that product prior to the date and time stated by NiKE; or (f) collect or use any sensitive personal data about consumers other than in compliance with industry best practices for security standards, and applicable law. 8. CUSTOMER'S GENERAL REPRESENTATIONS, WARRANTIES AND OBLIGATIONS: (a) Customer will at all times: (i) use security measures to protect credit card and other personally identifiable information from unauthorized access or use in a manner consistent with industry best practices and applicable law; (ii) fender full, prompt, effective and courteous service before, during and after the retail sale of Product; (iii) vigorously encourage the retail sale of Produce (iv) meet or exceed any minimum sales volume established by NIKE from time to time; (v) establish and maintain, independently and in con unction with NiKE. advertising and marketing policies and methods that emphasize the quality and performance of the Product: and (vi) comply with applicable law in connection with performance of its obligations under the Agreement. (b) Customer represents and warrants, and each time Customer submits an Order, Customer will be deemed to have represented and warranted, that (i) it wishes to purchase Product solely for business purposes and not for personal, family or household purposes; and (ii) the most recent financial information provided by Customer is true, accurate and complete as of the dates indicated in that information and that there has been no material adverse change in Customer's business. prospects or financial condition since those dates. Page 2 of 4 N 1 KE G O LF i/ Customer Number: 272920 Invoice Number: 939826800 Nike Order Number: 851265259 Invoice Date: 03/14/2012 INVOICE Nike Delivery Number: 469331544 Terms: Net 120 Customer PO No: BALL AND GLOVE Terms begin as of: 03/14/2012 Ordered by: Due Date: 07/12/2012 DUNS 05- 095 -7364 Ordered on: 10/15/2011 Currency: USD FEDERAL TAX ID 93- 124 -3023 Original Invoice Number: Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total Product Code Ordered Shipped Unit Price Price "Subtotals 6 6 198.00 198.00 198.00 GL0465 -101 PD7 SOFT BI -LING MISC EA 24 24 12.00 12.00 288.00 "Subtotals 24 24 288.00 288.00 288.00 GL0468 -101 PD7 LONG BI -LING MISC EA 18 18 12.00 12.00 216.00 "`Subtotals 18 18 216.00 216.00 216.00 GL0468 -701 PD7 LONG BI -LING MISC EA 6 6 12.00 12.00 72.00 "Subtotals 6 6 72.00 72.00 72.00 GL0468 -801 PD7 LONG BI -LING MISC EA 6 6 12.00 12.00 72.00 "Subtotals 6 6 72.00 72.00 72.00 CV GL0471 -601 PD7 WOMEN BI -L MISC EA 6 6 12.00 12.00 72.00 "Subtotals 6 6 72.00 72.00 72.00 GL0491 -101 PD7 4 -BALL ON -CNTR MISC EA 1 1 132.00 132.00 132.00 "Subtotals 1 1 132.00 132.00 132.00 GLO522 -101 20X1 -X DISTANCE HP MISC EA 6 6 33.00 33.00 198.00 "'Subtotals 6 6 198.00 198.00 198.00 GL9162 -101 MOJO 10 DOUBLE DOZ MISC EA 18 18 13.00 13.00 234.00 "Subtotals 18 18 234.00 234.00 234.00 Shipped From: Nike Golf: Memphis Date Shipped: 03/14/2012 Order Type: Futures Order Direct Ship Factory PO Carrier: Federal Express Mode of Transport: Standard Incoterms: Free carrier Weight: 17.570;17.570;17.570; 9.280;27.760;19.380; 19.380;19.360;19.000; 18.500;18.500;18.500; Bill of Lading Number: Pro number: Tracking-Number: 217508270509448; 217508270509882; 217508270509608;_ 217508270512646; 217508270501282 ;217508270489658; 217508270489726; 217508270488002 ;217508270489856; 217508270489467; 217508270489238 ;217508270489382; Packing list Number: 14617161 Number of Cartons: 12 Special Label Instructions: Ship -to ID: 272920 Store ID 272920 Wholesale Amount Sales Net of Discount Freight Total 2,781.00 2,781.00 58.43 2,839.43 Page 4 of 4 (c) Customer has received and reviewed Nike's policy regarding Gifts, Gratuities and Other Payments, available from Nike upon request. Customer shall not take any action that could reasonably be expected to violate the policy or induce a Nike employee to violate the policy. In Particular, but without limiting the preceding sentence, Customer shall not (a) give a cash gift in any amount to a Nike employee, (b) give a non -cash gift worth more than $200 to a Nike employee, or (c) give a gift of any kind to any relative, friend, associate or charitable organization favored by a Nike employee if there is any implied expectation of a return favor. 9. TRADEMARKS: Customer acknowledges NIKE's sole ownership of and exclusive right, title and interest in and to the name "NIKE," the name "Jordan," the NiKE Swoosh logo design, the Jordan "Jumpman" logo, and all other trademarks owned by NIKE or its affiliates "the NIKE Trademarks. Customer recognizes that the NIKE Trademarks possess substantial goodwill and agrees that it will not use or display NIKE Trademarks to a manner that would disparage or damage them, or represent that it has any ownership in, or attempt to license, the NiKE Trademarks. All goodwill associated with Customer's use of the NIKE Trademarks will be owned exclusively by NIKE. Customer will comply with NIKE's latest trademark usage guidelines. which NIKE may provide and circulate from time to time, as well as any other policies governing the use of (t) NIKE logos and other trademarks, and (ti) product and athlete images and other copyrighted materials. Upon request by NIKE, Customer will submit to NIKE, ffor its review, any public statements about_NiKE or advertising materials bearing NIKE Trademarks, Product images, athlete images, or Product descriptions. If NIKE does not approve such materials in writing, within five business days, t9e materials shall be deemed re Customer shall cease any use of the rejected materials. Customer will not use any maXs confusingly similar to the NIKE Trademarks or use the NIKE Trademarks in combination with other trademarks. Customer will notify NIKE in writing of any infringement or improper use of the NIKE Trademarks that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and the NIKE reputation for quality are extremely valuable to NiKE. and that NIKE does not authorize Customer to sell any damaged or defective NIKE Product. Accordingly, Customer agrees that NIKE Product which may be damaged or defective, for any reason, shall be, at NIKE's sole election,either returned to NIKE or disposed of according to NIKE's instructions. NiKE and its agents shall have the right to witness such destruction. 10. LIMITED REMEDY; DISCLAIMER OF IMPLIED WARRANTIES: If any Product is defective. NiKE's sole and exclusive liability to Customer will be. at NIKE's election, if the defect is material, to either (a) replace that defective Product or (b) refund the amount Customer paid NIKE for that defective Product. AS BETWEEN CUSTOMER AND NiKE. NIKE EXPRSSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONiNFRiNGEMENT. 11. LIMITATION ON DAMAGES AND ACTIONS: NIKE WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT, INTERRUPTION OF BUSINESS OR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT. SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR SUSTAINED BY CUSTOMER OR ANY OTHER PERSON. ANY ACTION (OTHER THAN FOR FAILURE TO PAY FOR GOODS DELIVERED) MUST BE COMMENCED WITHIN ONE YEAR FROM THE EARLIER OF THE DATE OF DELIVERY OF THE NIKE PRODUCT OR THE DATE OF THE ORDER GIVING RISE TO THE CLAIM. IN NO EVENT WILL NIKE'S LIABLITY TO CUSTOMER EXCEED. FOR DEFECTIVE PRODUCT, THE AMOUNT CUSTOMER PAID NIKE FOR THE PRODUCT GIVING RISE TO THE CLAIM. AND FOR ALL OTHER CLAIMS, THE AMOUNT CUSTOMER PAID NIKE WITHIN THE THREE -MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE. These limitations will apply regardless of whether the legal theory of liability for damages arises under contract, tort (including negligence and strict liability), or any other theory. 12. MODIFICATION: NIKE may at any time. in NIKE's sole discretion, modify its Terms and Conditions of sale. Each Order will be governed by the Terms and Conditions in effect at the time Customer submits that Order. Accordingly, Customer will review the then current version of the Terms and Conditions (available at the Nike.net website, in the catalogue, or by request from NIKE) before placing each Order. An Order that has been accepted by NiKE may be modified only by a written instrument which expresses an intent to amend, identifies the provision to be amended, and is signed by an authorized representative of NIKE. 13. CONFIDENTIALITY. A. Non Disclosure. Customer acknowledges that it may have access to information owned or controlled by NIKE or NIKE's Affiliates, disclosure of which would cause substantial or irreparable harm to N{KE "Confidential Information. Confidential Information includes the NIKE's marketing plans, information regarding future releases of NiKE Product, and any other non public material disclosed to Customer or to which Customer gains access. Customer shall rotect NIKt's Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade secrets, but in any event no less than reasonable care. Customer shall make Confidential Information available only to those employees of Customer who need to know the information in connection with Customer's business, and shall not disclose Confidential Information to any third party. B. Publicity Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE or NIKE Products. Customer will not answer questions or give statements about its relationship with NIKE or discuss NIKE Products under circumstances where Customer knows or has reason to believe that the purpose of the request is to create content for publication in film, television, radio, print or online media, includin blogging Customer will not hold itself out as a representative of NIKE in any interview or statement, whether or not it is recorded, and whether or not it is intended for such- publication. C. Idea Submission. If Customer chooses to submit to NIKE or share with NIKE any business plans. product or marketing ideas, or other materials. Customer agrees that (i) NIKE is not subject to any restrictions in using such materials; Customer hereby grants to NIKE an irrevocLIe license to use such materials, without compensation to Customer: and (u) NIKE is under no obligation to use such plans, ideas, or other materials, or to commercially exploit them in any territory. 14. SEVERABILITY\WAIVER \CONSTRUCTION: If a court of competent jurisdiction determines that any provision of the Agreement is invalid or unenforceable for any reason, that determination will not affect any other provision unless enforcement of the remaining provisions would be grossly inequitable under the circumstances or would frustrate the primary purpose of the Agreement. A party's delay or failure to enforce or insist on strict compliance with any of the provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement, and a party's waiver of any right related to the Agreement on one occasion will not waive any other right, constitute a continuing waiver or waive that fight on any other occasion. Customer has had the opportunity to consult with its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney therefore, no rule of construction or interpretation that disfavors NIKE or that favors Customer will apply to its interpretation. 15. ATTORNEYS' FEES \GOVERNING LAR'\FORUM SELECTION: Customer will pay all costs. collection agency fees, expenses, reasonable attorney fees (whether incurred prior to, at trial or on appeal) incurred by NiKE in connection with the collection of any past due sums. The Agreement, and all disputes arising out of the Agreement or out of the relationship between NiKE and Customer, will be governed by the laws of the state of Oregon. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WiLL NOT APPLY. Customer irrevocably consents to the jurisdiction of the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any objection that such venue is an inconvenient forum. Customer will not initiate an action against NIKE in any other jurisdiction. NIKE may bring an action in any forum. 16. FORCE MAJEURE: If it becomes impossible for either Customer or NIKE to perform its obligations under the Agreement as a result of fire, flood, earthquake, or other natural disaster, that party's performance may be delayed for the duration of the force majeure event, except that nothing in this Section 16 will excuse Customer from its payment obligations. 17. RESTRICTION ON ASSIGNMENT: Customer will not assign any right conferred herein by NIKE without the prior written consent of an authorized NIKE representative. A change of control of Customer by stock sale or gift, merger, operation of law, by contract, or otherwise, will be deemed an assignment for ppurpposes of this Section. Any attempted assignment or delegation by Customer will be void. NIKE may grant, withhold or condition its consent to assignment in NIKE's sole discretion. If NIKE authorizes an assignment or delegation, that authorization will not release Customer from any of its obligations under tie Agreement unless (a) the authorization expressly releases Customer; (b) the assignee or delegate agrees in writing to be bound by the Agreement; and (c) any agreement between Customer and the assignee or delegate states that NIKE has the right to enforce Customer's rights against the assignee or delegate. 18. SET -OFF: In the event Customer is indebted to NIKE or to any NIKE affiliate. that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit. 19. RELATIONSHIP: The relationship of NIKE and Customer established by the Agreement is that of vendor- purchaser and nothing contained herein shall be construed to create a partnership, joint venture or any other relationship. 20. ENTIRE AGREEMENT: The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and supersedes prior and contemporaneous oral and written agreements, commitments and understandings concerning that subject matter. Page 3 of 4 N I KE G O LF b/ Customer Number: 272920 Invoice Number: 939714253 Nike Order Number: 851577537 Invoice Date: 03/09/2012 INVOICE Nike Delivery Number: 469619789 Terms: Net 60 Customer PO No: REWARDS Terms begin as of: 03/09/2012 Ordered by: Due Date: 05/08/2012 DUNS 05 -095 -7364 Ordered on: 10/26/2011 Currency: USD FEDERAL TAX ID 93- 124 -3023 Original Invoice Number: MAIL TO DELIVER GOODS TO 886 01 MB 0.404 CITY OF CARMEL I�I�J�II��II�IIIIIL11IL1JI111II111111 ,LJ11I1III111111III 12120 BROOKSHIRE PKWY CITY OF CARMEL 272920 BROOKSHIRE GOLF CLUB BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY CARMEL IN 46033 -3314 CARMEL IN 46033 -3314 Material Customer Product Description Size UOM I Quantity Quantity Wholesale Net Unit Total Product Code Ordered Shipped Unit Price Price 401411 -010 TECH BLANK CAP MISC EA 3 3 5.50 6.45 19.35 "'Subtotals 3 3 16.50 19.35 19.35 401411 -061 TECH BLANK CAP MISC EA 3 3 5.50 6.45 19.35 "Subtotals 3 3 16.50 19.35 19.35 401411 -100 TECH BLANK CAP MISC EA 3 3 5.50 6.45 19.35 "Subtotals 3 3 16.50 19.35 19.35 401411 -419 TECH BLANK CAP MISC EA 3 3 5.50 6.45 19.35 "Subtotals 3 3 16.50 19.35 19.35 401411 -420 TECH BLANK CAP MISC EA 3 3 5.50 6.45 19.35 "Subtotals 3 3 16.50 19.35 19.35 401411 -657 TECH BLANK CAP MISC EA 3 3 5.50 6.45 19.35 "Subtotals 3 3 16.50 19.35 19.35 474017 -010 MESH BACK BLANK CA M/L EA 3 3 10.50 10.95 32.85 "Subtotals 3 3 31.50 32.85 32.85 474017 -012 MESH BACK BLANK CA M/L EA 3 3 10.50 10.95 32.85 "Subtotals 3 3 31.50 32.85 32.85 474017 -100 MESH BACK BLANK CA M/L EA 3 3 10.50 10.95 32.85 "Subtotals 3 3 31.50 32.85 32.85 VAS Customer Charges included in Net Unit Price Date �Init. Account S(cU0(n Acco Account Account All Nike USA, Inc. products are sold FCA (Free .Carrier- Shipping Point) and payment terms are calculated from invoice date unless specifically noted otherwise by Nike. A service charge of 1 1 /2% er month will be chargecron all past due invoices. Anticipation discounts are'not-allowed. No returns without prior a uthorization from Nike. Shortage claims must be made within 30 days of receipt. All collection fees and costs must be paid by purchaser. Detailed terms and conditions on reverse side of page 1. Please remit to: NIKE USA, Inc. PO Box 847648 Dallas 75284 -7648 US Page 1 of 4 NIKE USA, Inc. TERNIS AND CONDITIONS OF SALE NIKE USA. Inc. "NIKE. offers certain roods bearing NIKE Trademarks (asdefined below) "Product for sale to retailers that have been authorized by NIKE to make purchases of such Product "Customers. B su'kmittirw an order to NIKE (each. an "Order Customer agrees that such Order will be governed by the terms and conditions of sale "the Terms and Conditions in effect at the time the Order is submitted. The Terms and Conditions that are current as of July 1. 2011 are set forth below. 1. ORDERS: All Orders submitted by Customer are subject to acceptance by NIKE. The preparation of a purchase order by a sales representative of NIKE. the submission by Customer of a purchase order to NIKE, or the acknowledgement by rt NIKE of receipt of a purchase order (Order "confirmation shall not constitute NIKE's acceptance of that Order. NIKE may in its sole discretion accept all or anv pa of an Order or substitute comparable Product for the items that were ordered. in either case by shi�ping Product. NIKE stay at any time refuse to ship Product for any reason. even if NIKE has received payment for the applicable Order and /or has confirmed t tat Order on NIKE.net of otherwise. NIKE will in its sole discretion determine which of NIKE`s pproducts arc made available to Customer for Orders. and determine how to allocate Product among Customer and NIKE's other customers. Accordingly. NIKE reserves the right to discontinue product lines and to stake changes in goods offered at any time. Unless Customer complies with Section 5 regarding returns. Customer will be deemed to have accepted those substitute goods�on the terms outlined in NIKE's invoice. NIKE may cancel an Order at any time because the Order contains an incorrect price. requests Product that Customer is not authorized to sell. or for any other reason, even if NIKE has acknowledged or confirmed that Order or has received payment for that Order. In the latter case. NIKE will, at its election. either refund the payment or credit Customer's account. Customer may not cancel an Order after its acceptance by NIKE. Any Order that conflicts with or that includes provisions (other than item and quantity) in addition to theseTerms and Conditions will have no force or effect to the extent it is inconsistent or includes additional terms. NIKE will be entitled to accept any Order and to rely on any other written or telephonic request or notice given by a person that appears to be an employee or agent of Customer. Each Order will be subject to and governed in all respects by (a) these Terms and Conditions. and (b) if applicable. Customer's credit application and account agreement. Each Order, to with Terms and Conditions and, if applicable Customer's credit application and account agreement. may be referred to collectively as the "Agreement 2. PRICES: NIKE may correct ty pographical or other errors in pricing, may reduce or cancel any discounts previously offered to Customer. and may change its prices at any time. Each Order will be invoiced at the prices prevailing at the time that Order is fully recorded into NIKE's central ordering system. Nothing contained herein shall obligate Customer to resell the Product at any particular price or on any spcafic terms and conditions notwithstanding suggested retail prices published by NIKE. if any. 3. TERNIS OF SALE: Customer will pay for all Product by the date specified on NIKE's invoice. or if none is specified. within 30 clays after the date of that invoice. Any sum not paid when due is subject to a service charge of 1.5% per month or the maxiloU n rate permitted by law, whichever is lower. The amount reflected in each NIKE invoice will be deemed to be an account stated unless Customer disputes the amount of that invoice in writing within 30 days after the date that invoice is due. Customer will pay the undisputed portion of each invoice. NIKE has the right to apply paym m ents it receives fro Customer to any of Customer's invoices and to disregard Customer s instructions to apply payment to any specific invoice. In the event Customer is indebted to NIKE or to any NIKE affiliate. that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit. 4. SHIPPING; RISK OF LOSS; TITLE: NIKE will ship Product FCA, the NIKE Distribution Center or other shipping point. NIKE is not responsible for any loss resulting from any delay in shipping or failure to ship. 5. RETURNS: Product that was shipped in accordance with the specifications in the Order is not returnable. If Customer wishes to return Products based on a claim that they are defective or that they are not comparable to the items that were ordered. Customer may submit to NIKE a request for return: provided, however. that NIKE will not approve of return requests received by NIKE 30 clays or more after delivery of those Products to Customer. NIKE will not issue any refunds or apply any credits except for items that were approved by NIKE for retum. Customer will ship returns at its own expense and will retain title and risk of loss until receipt by NIKE at the designated return destination. Restocking fees may apply. Any items that are returned without NIKE's approval will be disposed of by NIKE unless Customer prepays shipping costs for their return Customer. 6. CUSTOMER'S COVENANTS: A. The following applies to Customers that are approved to .cell Product tit it physical store location (a "brick and mortar" store). STORES Except as expressly permitted in subsection 6.13 and /or 6.0 below, or when otherwise approved by NIKE in writing. Customer will not (a) sell Product under any store name or at any physical store location other than under the store name and at the particular physical store identified in this Credit Application or. in the case of multiple store locations, at the location to which the Product was shipped (assuming it was an approved location): (b) sell Product other than to retail consumers physically present at such store location who are Purchasing for their personal use and not for resale: or (c) accept orders or sell Product through the Internet. e-mail or any other electronic channel. except that Customer may advertise Product through those channels to create or enhance consumer awareness of Product performance features and /or indicate the availability of Product at an authorized store location so long as Customer complies with Section 9 below. Customer will at all times provide clean, modern and adequate retail outlet(s) necessary for the proper merchandising and selling of Product. B. The following agues to Customers that are approved to sell Product on a website. INTERNET SALES If NIKE approves Customer for Internet sales. then Customer is authorized to sell Product to retail consumers via the Internet only from the website or websites identified in the Credit Application or otherwise approved by NIKE in writing (the "Authorized Website(s)") and to deliver that Product on1v to consumers with mailing addresses in the United States. its territories and possessions. (a) The Authorized Website(s) will not be co- branded with the name or other trademarks of any other person or entity. (b) The Authorized Website(s) will not link to. or provide data feeds to, any transactional website. or permit any transactional website to link to the Authorized Website(s). For purposes of this Section 613(6), a "transactional website" means a shopping portal. online marketplace, or other site which either (i) is capable of accepting orders from consumers. or (ii) creates the Perception that orders are accepted on the site, even if the consumers are in fact redirected to other websitcs for order placement. The term "transactional website' excludes websites which aggregate images and information about merchandise without conducting sales transactions. (c) The Authorized Website(s) will have features and functions that are standard in the industry, including the ability to: (i) confirm availability or unavailability of NIKE Product at the time the retail consumer places his or her order. (ii) accept all major credit cards (iii) ship within standard time frames with a choice of overnight, second day air and ground delivery. and (iv) allow retail consumers to search the Authorized Website(s) and to navigate to a NIKE "concept" shop in the form of a Web page featuring all Product that Customer sells on the Authorized Website(s) (except for discounted goods, which must be presented on a separate discount page). (d) Customer will at all times provide prompt, effective and courteous customer service by telephone for consumers purchasing Product from the Authorized Website(s) and for other visitors to that or those Website(s). Customer will not (i) permit any fulfillment house or any other third party to fill consumer orders placed through the Authorized Website(s): or (ii) (iii). use certain trademarked terms. as designated by NIKE, in metadata: or (iv) purchase certain trademarked terms. as desrgnated'by NIKE. as Internet search tern (v) use any NIKE trademark in any domain name or URL address. C. The ollorrirtg apJJdies to Customers that are approved for et iiiiri= retUihaccneou._._. If NIKlapproves CIfMbmer for- a- non:reta_il acct. Customer will distribute Product at no cost to the teams, players and sports participants. and other groups or individuals specified by NIKE or will sell at no (that is..sell at NIKE"s,iti'voice price).' 7. GENERAL RKSTRICTIONS: Customer wifl not directly or indirectly: (a) sell. consign or otherwise transfer Product (i) outside the United States (and. if a "brick and mortar" store, other thanat`the approved physical store location or locations): or (ii) to another retailer, or to an e- tader. distributor, or broker: or (iii) under circumstances where it knows or should know. based on the circumstances of the transaction, that the Product is intended for resale or will likely be resold: or (b) purchase or sell, offer to sell, or distribute (including at no cost), counterfeit NIKE goods: or (c) purchase authentic NIKE goods from any third party: or (d) purchase any NIKE Product from, or sell or offer to sell Product on behalf of or for the account of, any other third party: or (e) if'NIKE sets a launch date for a particular NIKE Product. sell that product prior to the date and timestated byjNIKE;Jor. (fyxollect or use any sensitive personal data about consumers other than in compliance with industry best practices for security standards. and applicable law. 3. CUSTOMER'S GENERAL REPRESENTATIONS, WARRANTIF�6 A 11JD O,BI�TIONS: (a) Customer will at all times: (i) use security measures to protecCCiedit card and'o 8} rally identifiable information from unauthorized access or use in a manner consistent with industry best practices and applicable law; (ii) render full, prompt. effective and courteous service before. during and after the retail sale of o Product; (iii) vigorously encourage the retail sale of Product: (iv) meet or exceed any minimum sales volume established by NIKE from time to time: (v) establish and maintain. independently and in con unction with NIKE, advertising and marketing policies and methods that emphasize the quality and performance of the Product: and (vi) comply with applicable law in connection with performance of its obligations under the Agreement. (b) Customer represents and warrants, and each time Customer submits an Order. Customer will be deemed to have represented and warranted. that (i) it wishes to purchase Product solely for business purposes and not for personal, family or household purposes; and (ii) the most recent financial information provided by Customer is true, accurate and complete as of the dates indicated in that information and that there has been no material adverse change in Customer's business. prospects or financial condition since those dates. Page 2 of 4 N 1 KE G O LF Customer Number: 272920 Invoice Number: 939714253 Nike Order Number: 851577537 Invoice Date: 03/09/2012 INVOICE Nike Delivery Number: 469619789 Terms: Net 60 Customer PO No: REWARDS Terms begin as of: 03/09/2012 Ordered by: Due Date: 05/08/2012 DUNS 05- 095 -7364 Ordered on: 10/26/2011 Currency: USD FEDERAL TAX ID 93- 124 -3023 Original Invoice Number: Shipped From: Nike Golf: Memphis Date Shipped: 03/09/2012 Order Type: Futures Order Direct Ship Factory PO Carrier: Federal Express Mode of Transport: Standard Incoterms: Free carrier Weight: 7.080; Bill of Lading Number: Pro number: Tracking Number: 58413370039476; Packing list Number: 14634977 Number of Cartons: 1 Special Label Instructions: Ship -to ID: 272920 Store ID 272920 Wholesale Amount Sales Net of Discount Freight Total 193.50 214.65 8.85 223.50 Page 4 of 4 (c) Customer has received and reviewed Nike's policy regarding Gifts. Gratuities and Other Payments. available from Nike upon request. Customer shall not take any action that could reasonably be expected to violate the policy or induce a Nike employee to violate the policy. In particular, but without limiting the preceding sentence. Customer shall not (a) give a cash gift in any amount to a Nike employee. (b) give a non -cash gift worth more than S200 to a Nike employee. or (c) give a gift of any kind to any relative, fiiend. associate or charitable organization favored by a Nike employee if there is any implied expectation of a return favor. 9. TRADEMARKS: Customer acknowledges NIKE's sole ownership of and exclusive right, title and interest in and to the name "NIKE." the name "Jordan." the NIKE Swoosh logo design. the Jordan ".Iumpman" logo. and all other trademarks owned liy NIKE or its affiliates "the NIKE Trademarks. Customer recognizes that the NIKE Trademarks possess substantial goodwill and agrees that it will not use or display NIKE Trademarks in a manner that would disparage or damage them, or represent that it has any ownership in, or attempt to license. the NIKE_ Trademarks. All goodwill associated with Customer's use of the NIXF Trademarks will be owned exclusively by NIKE. Customer will comply with NIKE's latest trademark usage Euidelines. which NIKE may provide and circulate from time to time, as well as any other policies governing the use of (t) NIKE logos and other trademarks, and(ii) product and athlete images and other copyrighted materials. Upon request by NIKE. Customer will submit to NIKE. for its review. any public statements aboutNiKE or advertising materials bearing NIKE Tr m ademarks. Product images. athlete images. or Product descriptions. If NIKE does not approve such materials in writing. within five business days. the materials shall he deemed re ected and Cu m stoer shall cease anv use of the rejected materials. Customer will not use any marks confusingly similar to the NIKE Trademarks or use the NIKE trademarks in combination with other trademarks. Customer will notify NIKE in writing of any infringement or improper use of the NIKE Trademarks that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and thc'11KE reputation for quality are extremeh valuable to NIKE. and that NIKE does not authorize Customer to sell any damaged or defective NIKE Product. Accordingly. Customer agrees that NIKE Product which may be damaged or defective. for any reason. shall be. at NIKE's sole elect ion.either returned to NIKE or disposed of according to NIKE's instructions. NIKE and its agents shall have the right to witness such destruction. 10. LIMITED REMEDY; DISCLAIMER OF IMPLIED WARRANTIES: if any Product is defective. NIKE's sole and exclusive liability to Customer will be. at NIKE's election. if the defect is material. to either (a) replace that defective Product or (b) refund the amount Customer paid NIKE for that defective Product. AS BETWEEN CUSTOMER AND NIKE. NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES. EXPRESS AND IMPLIED. INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE. TITLE AND NONINFRINGEMENT. 11. LIMITATION ON DAMAGES AND ACTIONS: NIKE WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT. INTERRUPTION OF BUSINESS OR ANY SPECIAL. CONSEQUENTIAL. INCIDENTAL. INDIRECT. SPECIAL. EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR SUSTAINED BY CUSTOMER OR ANY OTHER PERSON. ANY ACTION (OTHER THAN FOR FAILURE TO PAY FOR GOODS DELIVERED) MUST BE COMMENCED WITHIN ONE YEAR FROM THE EARLIER OF THE DATE OF DELIVERY OF THE NIKE PRODUCT OR THE DATE OF THE ORDER GIVING RiSE TO THE CLAIM. iN NO EVENT WILL NIKE'S LIABLITY TO CUSTOMER EXCEED. FOR DEFECTIVE PRODUCT. THE AMOUNT CUSTOMER PAID NIKE FOR THE PRODUCT GIVING RISE TO THE CLAIM, AND FOR ALL OTHER CLAIMS, THE AMOUNT CUSTOMER PAID NIKE WITHIN THE THREE -MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE. These limitations will apply regardless of whether the legal theory of liability for damages arises under contract. tort (including negligence and strict liability). or any other theory. 12. MODIFICATION: NIKE may at any time. in NiKE's sole discretion, modify its Terns and Conditions of sale. Each Order will be governed by the Terms and Conditions in effect at the time Customer submits that Order. Accordingly. Customer will review the then current version of the Terms and Conditions (available at the Nike.net website, in the catalogue. or by request from NIKE) before placing each Order. An Order that has been accepted by NIKE may be modified only by a written instrument which expresses an intent to amend. identifies the provision to be amended, and is signed by an authorized representative of NIKE. 13. CONFIDENTIALITY. A. Non Disclosure. Customer acknowledges that it may have access to information owned or controlled by NIKE or NIKE's Affiliates. disclosure of which would cause substantial or irreparable harm to N1`KE "Confidential Information. Confidential Information includes the NIKE's marketing plans. information regarding future releases of NIKE Product. and any other non public material disclosed to Customer or to which Customer gains access. Customer shall rotect NIKE"s Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade secrets. but in any event no less than reasonable care. Customer shall make Confidential Information available only to those employees of Customer who need to know the information in connection with Customer's business. and shall not disclose Confidential Information to any third party. B. Publicity Resn Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE or NIKE Products. Customer will not answer questions or give statements about its relationship with NIKE or discuss NIKE Products under circumstances where Customer knows or has reason to believe that the purpose of the request is to create content for publication in film, television. radio. print or online media. including blog2in2. Customer will not hold itself out as a representative of NIKE in any interview or statement. whether or not it is recorded. and whether or not it is intended Or such publication. C. Idea Submission. If Customer chooses to submit to NIKE or share with NIKE any business plans. product or marketing ideas. or other materials. Customer agrees that (i) NIKE is not subject to any restrictions in using such materials; Customer hereby grants to NIKE an irrevocable license to use such materials. without compensation to Customer: and (ii) NiKE is under no obligation to use such plans. ideas, or other materials, or to commercially exploit them in any territory. 14. SEVERABILITY\WAIVER \CONSTRUCTION: If a court of competent jurisdiction determines that any provision of the Agreement is invalid or unenforceable for any reason. that determination will not affect any other provision unless enforcement of the remaining provisions would be grossly inequitable under the circumstances or would frustrate the primary purpose of Agreement. A party's delay or failure to enforce or insist on strict compliance with any of the provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement, and a patty's waiver of any right related to the Agreement on one occasion will not waive any other right, constitute a conti nuing waiver or waive that right on any other occasion. Customer'has had the opportunity to consult with its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney: therefore. no rule of construction or interpretation that disfavors NIKE or that favors Customer will apply to its interpretation. 15. ATTORNEYS' FEES \GOVERNING LAWWORUM SELECTION: Customer will pay all costs. collection agency fees. expenses. reasonable attorney fees (whether incurred prior to. at trial or on appeal) incurred by NIKE in connection with the collection of any past clue sums. The Agreement. and all disputes arising out of the Agreement or out of the relationship between NiKE and Customer, will be governed by the laws of the state of Oregon. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WiLL NOT APPLY. Customer irrevocably consents to the jurisdiction of the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any objection that such venue is an inconvenient forum. Customer will not initiate an action against NIKE in any other jurisdiction. NiKE may bring an action in any forum. 16. FORCE MAJEURE: If it becomes impossible for either Customer or NIKE to perform its obligations under the Agreement as a result of fire, flood. earthquake. or other natural disaster, that party's performance may be delayed for the duration of the force majeure event, except that nothing in this Section 16 will excuse Customer from its payment obligations. 17. RESTRICTION ON ASSIGNMENT: Customer will not assign any right conferred herein by NIKE without the prior written consent of an authorized NiKE representative. A change of control of Customer by stock sale or girt, merger, operation of law, by contract. or otherwise, will be deemed an assignment for pu oses of this Section. Any attempted assignment or delegatioubv Customer will be void. NIKE may grant. withhold or condition its consent to assignment in NNI E's sole discretion. If NIKE authorizes an assignment or delegation, that authorization will not release Customer from any of its obligations under the Agreement unless (a) the authorization expressly releases Customer: (b) the assignee or delegate agrees in writing to be bound by the Agreement; and (c) any agreement between Customer and the assignee or delegate states that NIKE has ate right to enforce Customer's rights against the assignee or delegate. 18. SET -OFF: In the event Customer is indebted to NIKE or to any NIKE affiliate, that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit. 19. RELATIONSHIP: The relationship of NIKE and Customer established by the Agreement is that of vendor- purchaser and nothing contained herein shall be construed to create a partnership, joint venture or any other relationship. 20. ENTIRE AGREEMENT: The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and supersedes prior and contemporaneous oral and written agreements. commitments and understandings concerning that subject matter. Page 3 of 4 N I KE G O LF Customer Number: 272920 Invoice Number: 939768051 Nike Order Number: 851577535 Invoice Date: 03/12/2012 INVOICE Nike Delivery Number: 468931569 Terms: Net 60 Customer PO No: REWARDS Terms begin as of: 03/12/2012 Ordered by: Due Date: 05/11/2012 DUNS 05 095 7364 Ordered on: 10/26/2011 Currency: USD FEDERAL TAX ID 93- 124 -3023 Original Invoice Number: MAIL TO DELIVER GOODS TO 850 01 MB 0.404 CITY OF CARMEL IrLJJI��II����rllr��ILrrIIr��II����II�L�Ir�I�IILr���rlll 12120 BROOKSHIRE PKWY CITY OF CARMEL 272920 BROOKSHIRE GOLF CLUB BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY CARMEL IN 46033 -3314 CARMEL IN 46033 -3314 Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total Product Code Ordered Shipped Unit Price Price 417634 -313 MILITARY STYLE CAP MISC EA 3 3 12.50 12.50 37.50 "Subtotals 3 3 37.50 37.50 37.50 Shipped From: Nike Golf: Memphis Date Shipped: 03/12/2012 Order Type: Futures Order Direct Ship Factory PO Carrier: Federal Express Mode of Transport: Standard Incoterms: Free carrier Weight: 6.720;5.180;1.590; Bill of Lading Number: Pro number: Tracking Number: 217508270440697;217508270440895;217508270437390; Packing list Number: 14590769 Number of Cartons: 3 Special Label Instructions: Ship -to ID: 272920 Store ID 272920 Date Accoun; Account Account Wholesale Amount Sales Net of Discount Freight Total 37.50 37.50 0.00 37.50 All Nike USA. Inc. products are sold FCA (Free Carrier Shipping Point) and payment terms are calculated from invoice date unless specifically noted otherwise by Nike. A service charee of 1 1 /2% per month will. be charoe on all' past due invoice Anticipation discounts are not allowed. No returns without prior authorization from Nike. Shortage claims must be made wi&n 30 days oG s. receipt. All collection fees and costs must be paid by purchaser. Detailed terms and conditions on reverse side of page 1. Please remit to: NIKE USA, Inc. PO Box 847648 Dallas 75284 -7648 US Page 1 of 3 NIKE USA, Inc. TERMS AND CONDITIONS OF SALE NIKE USA. Inc. "NIKE offers certain goods bearing NIKE Trademarks (asdefined below) "Product for sale to retailers that have been authorized by NIKE to make purchases of such Product ("Customers. By submitting an order to NIKE (each, an "Order Customer agrees that such Order will be governed by the terms and conditions of sale "the Terms and Conditions in effect at the time the Order is submitted. The Terms and Conditions that are current as of July 1. 2011 are set forth below. L ORDERS: All Orders submitted by Customer are subject to acceptance by NIKE. The preparation of a purchase order by a sales representative of NiKE. the submission by Customer of a purchase order to NIKE. or the acknowledgement by NIKE of receipt of a purchase order (Order "confirmation shall not constitute NIKE's acceptance of that Order. NIKE may in its sole discretion accept all or anv part of an Order or substitute comparable Product for the items that were ordered, in either case by shipping Product. NIKE may at any time refuse to ship Product for any reason. even if NIKE_ has received payment for the applicable Order and /or has confirmed that Order on NIKE.net or otherwise. NIKE will in its sole discretion determine which of NIKE's products are made available -to Customer for Orders, and determine how to allocate Product among Customer and NIKE's other customers. Accordingly. NIKE reserves the right to discontinue product lines and to make changes in goods offered at any time. Unless Customer complies with Section 5 regarding returns. Customer will be deemed to have accepted those substitute goods�on the terms outlined in NIKE's invoice. NIKE may cancel an Order at any time because the Order contains an incorrect price. requests Product that Customer is not authorized to sell. or for any other reason, even if NIKE has acknowledged or confirmed that Order or has received payment for that Order. in the latter case. NIKE will, at its election. either refund the payment or credit Customer's account. Customer may not cancel an Order after its acceptance by NIKE. Any Order that conflicts with or that includes provisions (other than item and quantity) in addition to these perims and Conditions will have no force or effect to the extent it is inconsistent or includes additional terms. NIKE will be entitled to accept any Order and to rely on any other written or telephonic request or notice given by a person that appears to be an employee of agent of Customer. Each Order will be subject to and governed in all respects by (a) these Terms and Conditions. and (b) i( applicable. Customer's credit application and account agreement. Each Order, together with these Terms and Conditions and. if applicable Customer's credit application and account agreement. may be referred to collectively as the "Agreement 2. PRICES: NiKE may correct typographical or other errors in pricing, may reduce or cancel any discounts previously offered to Customer, and may change its prices at any time. Each Order will be invoiced at the prices prevailing at the time that Order is fully recorded into NIKE's central ordering system. Nothing conta ined herein shall obligate Customer to resell the Product at any particular price or on any specific terms and conditions notwithstanding suggested retail prices published by NIKE, if any. 3. TERMS OF SALE: Customer will pay for all Product by the date specified on NiKE's invoice, or if none is specified, within 30 days after the date of that invoice. Any sum not paid when due is subject to a service charge of 1.5% per month or the maximum rate permitted by law, whichever is lower. The amount reflected in each NIKE invoice will be deeminvoice deemed to be an account stated unless Customer disputes the amount of that inv in writing within 30 days after the date that invoice is due. Customer will pay the undisputed portion of each invoice. NIKE has the right to apply payments it receives from Customer to any of Customers invoices and to disregard Customers instructions to apply payment to any specific invoice. In the event Customer is indebted to NiKE or to any NIKE affiliate, that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit. 4. SHIPPING; RISK OF LOSS; TITLE: NIKE will ship Product FCA, the NiKE Distribution Center or other shipping point. NIKE is not responsible for any loss resulting from any delay in shipping or failure to ship. S. RETURNS: Product that was shipped in accordance with the specifications in the Order is not returnable. If Customer wishes to return Products based on a claim that they are defective or that they are not comparable to the items that were ordered. Customer may submit to NIKE a request for return: provided, however. that NiKE will not approve of return requests received by NIKE 30 days or more after delivery of those products to Customer. NiKE will not issue any refunds or apply any credits except for items that were approved by NIKE for return. Customer will ship returns at its own expense and will retain title and risk of loss until receipt by NIKE at the designated return destination. Restocking fees may apply. Any items that are returned without NIKE's approval will be disposed of by NIKE unless Customer prepays shipping costs for their return to Customer. 6. CUSTOMER'S COVENANTS: A. The following applies to Customers that are approved to sell Product at a physical store locution (a "brick (nt( mortar" store). STORES Except as expressly permitted in subsection 6.13 and /or 6.0 below, or when otherwise approved by NIKE.in writing. Customer will not (a) sell Product under any store name or at any physical store location other than under the store name and at the particular physical store identified in this Credit Application or, in the case of multiple store locations. at the location to which the Product was shipped (assuming it was an approved location): (b) sell Product other than to retail consumers physically present at such store location who are purchasing for their personal use and not for resale; or (c) accept orders or sell Product through the Internet. e -mall or any other electronic channel, except that Customer may advertise Product through those channels to create or enhance consumer awareness of Product performance features and /or indicate the availability of Product at an authorized store location so long as Customer complies with Section 9 below. Customer will at all times provide clean, modern and adequate retail outlet(s) necessary for the proper merchandising and selling of Product. B. The followinq a �f�lies to Customers that are approved to sell Product on a website. INTERNET SALS If NIKF -.a p� yes Customer for Internet sales. then Customer is authorized to sell Product to retail consumers via the Internet only from the website or websites identified in theecTit Application or otherwise approved by NIKE in writing (theuthorized Website(s)") and to deliver that Product only to consumers with mailing addresses in the United States, its territories and possessions. a� (a) The Authorized WebsiWs).avill not be co- branded with the name or other trademarks of any enter person or entity. (b) The Authorized Website(s) will not link to. or provide data feeds to, any transactional websit or pertrut any transactional website to link to the Authorized Website(s). For urposes of this Section 6B(b), a "transactional website" means a'shopp ortal, online marketplace. or other site which either (i) is capable of accepting orders consumers. or (ii) creates the perception that orders are accepted on t i site. even if the consumers are in fact redirected to other websites for order placement. _T}ie term "transactional website' excludes websites which aggregate images and information about merchandise without conducting sales transactions. (c) The Authorized Website(s) will have features and functions that are standard in the industr9Acluding the ability to: (i) confirm availability or unavailability of NIKE Product at the time the retail consumer places his or her order. (ii) accept all major cretf'it cards. (iii) ship within standard time frames with a choice of overnight, second day air and ground delivery, and (iv) allow retail consumers to search, e�uthonzed Website(s) and to navigate to a NIKE "concept" m shop in the for of a Web page featuring all Product that Customer sells on the Authorized Webst except for discounted goods, which must be presented on a separate discount page). (d) Customer will at all times provide prompt, effective and courteous customer service by tele one for consumers purchasing Product from the Authorized Website(s) and for other visitors to that or those Website(s). Customer will not (i) permit ahY6MI t house or any other third party to fill consumer orders placed through the Authorized Website(s): or (ii) (iii) use certain trademarked terms, as designated by IKE, in metadata: or (iv) purchase certain trademarked terms. as designated by NIKE, as Internet search terms: or (v) use any NIKE trademark in any domain name or URL address. C. The ollowing applies to Customers that are approved for a non retail account. If NiK approves Customer for a non retail account, Customer will distribute Product at no cost to the teams, players and sports participants. and other groups or individuals specified by NIKE or will sell at no profit (that is, sell at NIKE's invoice price). 7. GENERAL RESTRICTIONS: Customer will not directly or indirectly: (a) sell, consign or otherwise transfer Product (i) outside the United States (and. if a "brick and mortar" store, other than at the approved physical store location or locations): or (ii) to another retailer, or to an e- tailer, distributor, or broker: or (iii) under circumstances where it knows or should know, based on the circumstances of the transaction, that the Product is intended for resale or will likely be resold: or (b) purchase or sell, offer to sell, or distribute (including at no cost). counterfeit NIKE goods: or (c) purchase authentic NIKE goods from any third anv: or (d) purchase any NIKE Product from, or sell or offer to sell Product on behalf of or for the account of, any other third party: or (e) if NIKE sets a launch date for a particular NIKE Product. sell that product prior to the date and time stated by NIKE: or (f) collect or use any sensitive personal data about consumers other than in compliance with industry best practices for security standards, and applicable law. S. CUSTOMER'S GENERAL REPRESENTATIONS, WARRANTIES AND OBLIGATIONS: (a) Customer will at all times: (i) use security measures to protect credit card and other personally identifiable information from unauthorized access or use in a manner consistent with industry best practices and applicable law; (ii) render full, prompt, effective and courteous service before, during and after the retail sale of Product: (iii) vigorously encourage the retail sale of Product, (iv) meet or exceed any minimum sales volume established by NIKE from time to time: (v) establish and maintain, independently and in conjunction with NiKE. advertising and marketing policies and methods that emphasize the quality and performance of the Product: and (vi) comply with applicable law in connection with performance of its obligations under the Agreement. (b) Customer represents and warrants, and each time Customer submits an Order. Customer will be deemed to have represented and warranted, that (i) it wishes to purchase Product solely for business purposes and not for personal, family or household purposes; and (ii) the most recent financial information provided by Customer is true, accurate and complete as of the dates indicated in that information and that there has been no material adverse change in Customer's business. prospects or financial condition since those dates. Page 2 of 3 (c) Customer has received and reviewed Nike's policy regarding Gifts. Gratuities and Other Payments, available from Nike upon request. Customer shall not take any action that could reasonably be expected to violate the policy or induce a Nike employ n ee to violate the policy. In articular. but without limiting the preceding sentence. Customer shall n m not (a) give a cash gift in any aount to a Nike employee. (b) give a on -cash gift worth m more than $200 to a Nike employee. or (c) give a gift of any kind to any relative. friend, associate or charitable organization favored by a Nike employee if there is any implied expectation of a return favor. 9. TRADEMARKS: Customer acknowledges NIKE's sole ownership of and exclusive right, title and interest in and to the name "NIKE." the name 'Jordan." the NiKE Swoosh logo design, the Jordan "Jumpntan" logo. and all other trademarks owned Iiv NIKE or its affiliates "the NIKE Trademarks. Customer recognizes that the NIKE Trademarks possess substantial goodwill and agrees that it will not use or display NIKE Trademarks in a manner that would disparage or damage them. or represent that it has any ownership in, or attempt to license. the NIKE Trademarks. An goodwill associated with Customer's use of the NIKE Trademarks will be owned exclusively by NIKE. Customer will comply with NIKE's latest trademark usage uidelines. which NIKE may provide and circulate from time to U time. as well as any other policies governing the use of (i) NIKE logos and other trademarks, aW(ii) product and athlete images and other copyrighted materials. G Upon request by NIKE. Customer will submit to NIKE, for its review, any public statements about NIKE or advertising materials bearing NIKE Trademarks. d Product images, athlete images, or Product descriptions. if NIKE does not approve such materials in writing. within five business days, IEe materials shall be deemed rejected and CustonicrshalPcease' any use'of the rejected' materials. Customer will not use any marls confusingly similar to the NIKE Trademarks or use the NIKE Trademarks in combination with other trademarks. Customer will notify NIKE in writing of any infringement or improper use of the NIKE Trademarks that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and the NIKE reputation for quality are extremely valuable to NIKE, and that NIKE does not authorize Customer to sJI any damaged or defective NIKE Product. Accordingly. Customer agrees that NIKE Product which may be damaged or defective. for any i.eason. shall be. at NIKE's sole election.cither returned to NiKE or disposed of according to NIKE's instructions. NIKE and its agents shall have the right to witness such destruction. 10. LIMITED REMEDY: DISCLAIMER OF IMPLIED WARRANTIES: if any Product is defective. NIKE's sole and exclusive liability to Customer will be. at NIKE's election, if the defect is material, to either (a) replace that defective Product or (b) refund the amount Customer paid NIKE for that defective Product. AS BETWEEN CUSTOMER AND NIKE. NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE. TITLE AND NONINFRINGEMENT. 11. LIMITATION ON DAMAGES AND ACTIONS: NIKE WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT, INTERRUPTION OF BUSINESS OR ANY SPECIAL, CONSEQUENTIAL. INCIDENTAL, INDIRECT. SPECIAL. EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR SUSTAINED BY CUSTOMER OR ANY OTHER PERSON. ANY ACTION (OTHER THAN FOR FAILURE TO PAY FOR GOODS DELIVERED) MUST BE COMMENCED WITHIN ONE YEAR FROM THE EARLIER OF THE DATE OF DELIVERY OF THE NIKE PRODUCT OR THE DATE OF THE ORDER GIVING RISE TO THE CLAIM. IN NO EVENT WILL NIKE'S LIABLITY TO CUSTOMER EXCEED. FOR DEFECTIVE PRODUCT. THE AMOUNT CUSTOMER PAID NIKE FOR THE PRODUCT GIVING RISE TO THE CLAIM. AND FOR ALL OTHER CLAIMS, THE AMOUNT CUSTOMER PAID NIKE WITHIN THE THREE N40NTH'PERIOD PRECEDING DATi✓ CLAIM AROSE. These limitations will apply regardless of whether the legal theory of liability for damages arises under contract, ton (including negligence and strict liability). or any other theory. 12. MODIFICATION: NIKE may at any time. in NIKE's sole discretion, modify its Terms and Conditions of sale. Each Order will be governed by the Terms and Conditions in effect at the time Customer submits that Order. Accordingly. Customer will review the then current version of the Terms and Conditions (available at the Nike.net website, in the catalogue. or by request from NIKE) before placing each Order. An Order that has been accepted by NIKE may be modified only by a written instrument which expresses an intent to amend, identifies the provision to be amended, and is signed by an authorized representative of NIKE. 13. CONFIDENTIALITY. A. Non Disclosure. Customer acknowledges that it may have access to information owned or controlled by NiKE or NIKE's Affiliates. disclosure of which would cause substantial or irreparable harm to NICE "Confidential Information. Confidential Information includes the NIKE's marketing plans. information regarding future releases of NIKE Product, and any other non public material disclosed to Customer or to which Customer gains access. Customer shall rotect NIKi3's Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade secrets. but in any event no less than reasonable care. Customer shall make Confidential Information available only to those employees of Customer who need to know the information in connection with Customer's business. and shall not disclose Confidential Information to any third party. B. Publicih Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE or NIKE Products. Customer will not answer questions or give statements about its relationship with NIKE or discuss NIKE Products under circumstances where Customer knows or has reason to believe that the purpose of the request is to create content for publication in film, television, radio, print or online media, including blogging. Customer will not hold itself out as a representative of NIKE in any interview or statement. whether or not it is recorded, and whether or not it is intended for such publication. C. Idea Submission. If Customer chooses to submit to NIKE or share with NIKE any business plans, product or marketing ideas, or other materials. Customer agrees that (i) NIKE is not subject to any restrictions in using such materials; Customer hereby grants to NIKE an irrevocAle license to use such materials. without compensation to Customer; and (u) NIKE is under no obligation to use such plans, ideas. or other materials, or to commercially exploit them in any territory. 14. SEVERABILITY\WAIVER \CONSTRUCTION: If a court of competent jurisdiction determines that any provision of the Agreement is invalid or unenforceable for any reason. that determination will not affect any other provision unless enforcement of the remaining provisions would be grossly inequitable under the circumstances or would frustrate the primary purpose of the Agreement. A party's delay or failure to enforce or insist on strict compliance with any of the provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement, and a party's waiver of any right related to the Agreement on one occasion will not waive any other right, constitute a continuing waiver or waive that right on any other occasion. Customer Fias had the opportunity to consult with its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney; therefore. no rule of construction or interpretation that disfavors NiKE or that favors Customer will apply to its interpretation. 15. ATTORNEYS' FEES \GOVERNING LAW\FORUM SELECTION: Customer will pay all costs, collection agency fees, expenses. reasonable attorney fees (whether incurred prior to, at trial or on appeal) incurred by NIKE in connection with the collection of any past due sums. The Agreement. and all disputes ansmg out of the Agreement or out of the relationship between NIKE a d Customer, will be governed by the laws of the state of Oregon. THE UNITED NATIONS CONVENTPON ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY. Customer irrevocably consents to the jurisdiction of the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any objection that such venue is an inconvenient forum. Customer will not initiate an action against NIKE in any other jurisdiction. NIKE may bring an action in any forum. 16. FORCE MAJEURE: if it becomes impossible for either Customer or NIKE to perform its obligations under the Agreement as a result of fire, flood, earthquake, or other natural disaster, that partys performance may.be delayed for the duration of the force majeure event, except that nothing in this Section 16 will excuse Customer from its payment obligations. 17. RESTRICTION ON ASSIGNMENT: Customer will not assign any right conferred herein by NIKE without the prior written consent of an authorized NIKE representative. A change of control of Customer by stock sale or gift, merger, operation of law, by contract. or otherwise. will be deemed an assignment for PPurrpposes of this Section. Any attempted assignment or delegation by Customer will be void. NIKE may grant. withhold or condition its consent to assignment in NIKE's sole discretion. If NiKE authorizes an assignment or delegation. that authorization will not release Customer from any of its obligations under tote Agreement unless (a) the authorization expressly releases Customer; (b) the assignee or delegate agrees in writing to be bound by the Agreement; and (c) any agreement between Customer and the assignee or delegate states that NIKE has the right to enforce Customer's rights against the assignee or delegate. 18. SET -OFF: in the event Customer is indebted to NIKE or to any NIKE affiliate, that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit. 19. RELATIONSHIP: The relationship of NIKE and Customer established by the Agreement is that of vendor- purchaser and nothing contained herein shall be construed to create a partnership, joint venture or any other relationship. 20. ENTIRE AGREEMENT: The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and supersedes prior and contemporaneous oral and written agreements, commitments and understandings concerning that subject matter. Page 3 of 3 N' G ®L F iw� Page: 1 of 1 Invoice Customer Number: 0000272920 Invoice Number: 70095039 Transaction: 18216012 Invoice Date: 10/24/2011 Carstock Form: Payment Terms: Net 60 Customer PO: City Champ. Currency: USD MAIL TO: Ship To: CITY OF CARMEL CITY OF CARMEL 12120 BROOKSHIRE PKWY 12120 BROOKSHIRE PKWY CARMEL, IN 46033 -3314 CARMEL, IN 46033 -3314 Material Product Product Description Quantity Unit Price Discount Total GL0458 -101 Balls 20X1 -S SPIN 4 $33.00 15% $112.20 GL0459 -101 Balls 20XI -X DISTANCE 8 $33.00 15% $224.40 TOTAL: $336.60 Signature: Remit to: Nike Golf P.O. Box 847648 Dallas, TX 75284 -7648 NIKEGOLF Customer Open Item Statement Statement Date f':` 02/02/12 Customer Number 272920 Account Managers Moana Marasco Telepone /E 800 -922 -6453 CITY OF CARMEL BROOKSHIRE GOLF CLUB Fax Number; 866- 706 -2723 12120 BROOKSHIRE PKWY E 1GI'arlAddres`s MOANA.MARASCO @NIKE.COM CARMEL IN 46033 -3314 This statement may be used as a remittance. Please use this form when sending payment. For questions pertaining to an invoice, please contact your customer service representative at 1- 800 922 -6453. PAST DUE INVOICES Select itms Invoice Due Days Past PO Ship To Invoice Amount To Pay Num D ate D ate Due Number Account Amount Paid 70095039 10/24/11 12/23/11 41 City Champ. 0000272920 336.60 S Past Due Invoice Total: $336.60 For questions on items listed below please contact your Account Manager listed on this statement. AVAILABLE ON- ACCOUNT CASH OR CREDITS *Select CR Reference Original Type of Check Ship To Difference Credit To Use Number Date Invoice# Difference Number Account Am ou n t Used 932447655 04/25/11 932447655 Unapplied Pymnt 000196480 109.85 932447656 04/25/11 932447656 Unapplied Pvmnt 000196480 181.29-- S 932447657 04/25/11 932447657 Unapplied Pymnt 000196480 224.54 S 932447658 04/25/11 932447658 Unapplied Pymnt 000196480 228.70 932489797 05/04/11 932489797 Unapplied Pvmnt 196881 218.30 Available On- account Cash Credit Total: S962.68- "Use available on- account cash or credits to reduce your next payment to Nike. Open credits can be viewed on nike.net. PAST DUE SINCE Current 1 -30 31 -60 61 -90 91+ Total Balance Past Due Balanc 0.00 0.00 336.60 0.00 962.68- 626.08- 626.08 OPEN CREDIT MEMOS (Not included in 'PAST DUE SINCE' Totals) Select itms Memo Nike Claim Reference PO Ship To Credit Amount To Pay Number Number Number Number Account Amount Used FY 1 1 YEREBATE FYI 1 YE REBATE FYI 1 YE Rebate 244.00- Credit Memo Total: $244.00- Please remit to: NIKE USA, Inc. PO. Box 847648 Dallas TX 75284 -7648 Page l of 1 Prescribed by State Board 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. Payee Purchase Order No. I�GY� a T�(O Terms Date Due Invoice Invoice Description Amount Date Number (or note attached invoice(s) or bill(s)) p 3 60­5 (6 Total I hereby certify that the attached invoice(s), or bill(s), is (are) true and correct and I have audited sam in accordance_ with IC 5- 11- 10- 1.6. �J 20 Clerk- Treasurer VOUCHER NO. WARRANT NO. r ALLOWED 20 IN SUM OF ON ACCOUNT OF AP ROPRIATION FOR Board Members PO# or DEPT INVOICE NO. ACCT #!TITLE AMOUNT I hereby certify that the attached invoice(s), or p 2 bill(s) is (are) true and correct and that the D 5 &o -o17 �.(,d_ materials or services itemized thereon for which charge is made were ordered and SZ) �o -C) 4/ received except y�76 (�b'•'�o 20 12 Y rIpe Siqpatur Title Cost distribution ledger classification if claim paid motor vehicle highway fund