HomeMy WebLinkAbout208403 04/25/2012 CITY OF CARMEL, INDIANA VENDOR: 361198 Page 1 of 1
F ONE CIVIC SQUARE NIKE USA INC CHECK AMOUNT: $375.32
CARMEL, INDIANA 46032 PO BOX 847648
DALLAS TX 75284 -7648 CHECK NUMBER: 208403
CHECK DATE: 4/2512012
DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION
1207 4356007 940245662 182.00 GOLF HARDGOODS
1207 4356006 940300616 47.04 GOLF SOFTGOODS
1207 4356006 940425531 47.04 GOLF SOFTGOODS
1207 4356006 940465255 99.24 GOLF SOFTGOODS
N I KE G O LF d� Customer Number: 272920 Invoice Number: 940245662
Nike Order Number: 851265254 Invoice Date: 04/04/2012
IN VOICE Nike Delivery Number: 470218841 Terms: Net 120
Customer PO No: BAG Terms begin as of: 04/04/2012
Ordered by: Due Date: 08/02/2012
DUNS 05- 095 -7364 Ordered on: 10/15/2011 Currency: USD
FEDERAL TAX ID 93- 124 -3023
Original Invoice Number:
MAIL TO
DELIVER GOODS TO
84501 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 Quantity I Wholesale Net Unit Total
Product Code Ordered Shipped Unit Price Price
BG0258 -010 NIKE SPORT CART MISC EA 1 1 83.00 83.00 83.00
"Subtotals 1 1 83.00 83.00 83.00
BG0258 -030 NIKE SPORT CART MISC EA 1 1 83.00 83.00 83.00
"Subtotals 1 1 83.00 83.00 83.00
Shipped From: Nike Golf: Oxnard, CA
Date Shipped: 04/04/2012
Order Type: Futures Order
Direct Ship Factory PO
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 8.000,8.000;
Bill of Lading Number:
Pro number:
Tracking Number: 239838470119423;239838470119430;
Packing list Number: 14680892
Number of Cartons: 2
Special. Label Instructions:
Ship -to ID: 272920
Store ID 272920 Date y I Init. DC
Account 4Goul
Account
Account
Account
Wholesale Amount Sales Net of Discount Freight Total
166.00 166.00 16.00 182.00
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
N ike. A service charse of I /z% j month will be charge& on all past due invoices. Anticipation discounts are not allowed. No returns without prior
authorization from Nike. Shortage claims must be made wit9in 30 days of receipt. All collection fees and costs must be paid by purchaser. Detailed terms and
conditions on reverse side of page I.
Please.remit to: NIKE USA, Inc.
PO Box 847648
Dallas 75284 -7648 US
Page 1 of 3
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 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.luly 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 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 timi 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 ue made available to
Customer for Orders. and determine how to allocate Product among Customner 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 stoer is not authorized to sell. or for any other reason. even if NIKE has acknowle(iged 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 us
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 in\ 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 Ord& will be subject to and governed in all respects by
(a) these Terms and Conditions. and (b) it applicable. Customer's credit application and account agreement. Each Order. together withihese Terms and Conditions
and. d applicable Customer's credit application and account agreement. may be reterred 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 r ecorded into NIKE's central ordering system. Nothing
contained herein shall obli�� ate Customer to resell the Prro(luct at any par7icular price or on any specific 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 oil NIKE's invoice. or if none is specified. within 30 days after rile date of than
invoice. Any sum not paid syhen due is subject to a service charge of I S`7o per month or the maximum rate permitted by lase. whichever is lower. The amount
reflected in each NIKE invoice will be deemed to be an accouii 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 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 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 oT 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. 17te following applies to Customers that are approved to sell Product at a physical store location (a "brick curd mortar ".store).
STORES Except as expressly permitted in subsection 6.6 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 ph 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 thew personal use and not for resale: or (c) accept orders or sell Product through the
Internet. e -nail or an 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 outle((s) necessary for the proper nnerchanc ising and selling of Product.
B. The ibllnn�in; aL[�)lies to Customers that are approved to .sell Product on a sre6.site.
INTERNET SAL LS U 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 apprgved-by NIKE in writing (the "Authorized Website(s)") and to deliver that Product only to
consumers with mailing addresses in tlie!Uriited States, its territories and:posshssrons.
(a) The Authorized Websi(e(s) will not be co- branded witli'the fame or other trademarks of any other person or entity.
(b) The Authorized Website(s) will not link to. or provide data feeds N to, any transactional website. or permit any transactional website to link to the
Authorized Website(s). For purposes of this Section 613(6), at" transaetidnal.V66site" 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 l9e 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_(ivkal)pyti et ilggnsumers to search the Authorized Website(s) and to navigate to a NIKE "concept"
shop inthe• form cf•a- Web- pag &.fearufing all.Product tfiat.Cus1bmer sefts ot�rffie'-Authorized Website(s) (except for discounted goods, which must be presented on a
separate discount page).
(d) Customer will at all times provide pronnpt. effective; rid fop gi�:;,,custonner service by telephone for consumers purchasing Product from the Authorized
Website(S),and.for,gther visitors. (o%at or those Website(s). C+ sfdr permit any fulfillment house or any other third party to fill consumer orders
placed through the Authorized VTebsi(e(s): or (iij (iiij_ 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 anv domain name or URL address.
C. The following applies to Customers than are approved,lor 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'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 locatio or locations): (ii) to another retailer. or to an e- taller. distributor, or broker: or (iii)
under circumstances where it knows or should n or 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 (e) purchase authentic NIKE goods from any third Zany: (d)
purchase any NIKE Product from. or sell or offer to sell Product on behalf of or for the accoun( of, any other third party: or (e) ifNIKE sets a launch d tie 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) render 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. in n n m
dependently and in co unction with NIKE, advertising and marketig policies and methods that ephasize 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
R 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 anv action that could reasonably be expected to violate the policy or induce a Nike employee to v iolate the policy. In particular. but without limiting the
preceding sentence. Customer shall not (a) give a cash sift in am amount to a Nike employee, (b) give a non -cash gift worth more than 5200 to a Nike employee.
or (c) g a gift o 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 tight, title and interest in and to the name "NIKE." the name "Jordan." the
NIKE Swoosh logo design, the Jordan "Jurripman" logo. and all other trademarks owned I`y 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 NIXE Trademarks
will be owned exclusively by NIKE. Customer will comply with NIKE's latest trademark usage _uidclines, 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, ancr(ii) product and athlete images and other copyrighted materials.
Upon request b 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 appprov fiv
e such materials in writing, within e business days. the materials shall be
deemed rejectedand'C6stoiner shall'cease anv use of the rejected inciterialS. Customer will not use anv marks confusingly similar to the NIKE Trademarks or use
the NIKE Trademarks in combination with otlier trademarks. Customer will notify NIKE in writing of anv_ infringement or improper use of the NIKE Trademarks
that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and the for quality are extremely valuable to NIKE.
and that NIKE does not authorize Customer to sell anv damaged or defective NIKE Product. Accordingly. Customer agrees that NIKE Product which may be
damaged o defective. for any r 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 (h) 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
NIKF— FOR— T-HF- BRODUGT_C,I.VI !C- ._RISE TO_T.HE.CLA[M.- AND- F(.)R.A6I...()T.HF_R- CL.AIN4S. THF_,AMOUNT CUSTOMER_P-AID- NIKE._W.ITHIN 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. Nom- 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 NI '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 protect NIKr
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 part\ 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 Mugging. 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\FVAIVER \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 patty'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. CrrstOlner has had the opportunity to consult with
its attorney in connection with these 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 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 partys performance may be delayed for the duration of the force ma' 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
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 odelegation, r dele 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 rghts 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 oi%al and written agreements. commitments' and understandings concerning that subject matter.
Page 3 of 3
Prescribed by State Board of Accounts City Form No. 201 (Rev. 1995)
ACCOUNTS PAYABLE VOUCHER
CITY OF CARMEL
An invoice or bill to be properly itemized must show: kind of service, where performed, dates service rendered, by
whom, rates per day, number of hours, rate per hour, number of units, price per unit, etc.
Payee
Purchase Order No.
Terms
Date Due
Invoice Invoice Description Amount
Date Number (or note attached invoice(s) or bill(s))
04/04/12 I 940245662 I Hard Goods I $182.00
I hereby certify that the attached invoice(s), or bill(s), is (are) true and correct and I have audited same in accordance
with IC 5- 11- 10 -1.6
20
Clerk- Treasurer
VOUCHER NO. WARRANT NO,
ALLOWED 20
Nike USA, Inc.
IN SUM OF$
P.O. Box 847648
Dallas, TX 75284 -7648
$182.00
ON ACCOUNT OF APPROPRIATION FOR
Brookshire Golf Club
PO# Dept. INVOICE NO. ACCT #/TITLE AMOUNT Board Members
1207 940245662 I 43- 560.07 I $182.00 I hereby certify that the attached invoice(s), or
bill(s) is (are) true and correct and that the
materials or services itemized thereon for
which charge is made were ordered and
received except
Thursday, April 12, 2012
Director, Bro shire Golf Club
Title
Cost distribution ledger classification if
claim paid motor vehicle highway fund
NIKE GOLF Customer Number: 272920 Invoice Number: 940465255
Nike Order Number: 856260766 Invoice Date: 04/12/2012
INVOICE Nike Delivery Number: 471128494 Terms: Net 60
Customer PO No: COSTELLO Terms begin as of: 04/12/2012
Ordered by: brad Due Date: 06/11/2012
DUNS 05- 095 -7364 Ordered on: 04/11/2012 Currency: USD
FEDERAL TAX ID 93- 124 -3023
Original Invoice Number:
MAIL TO
DELIVER GOODS TO
1148 01 MB 0.404 CITY OF CARMEL
I�L�ItILtIL����II�t�Iltttll���IL���II�LJ�tltlll�t����lll 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
418471 -101 NIKE LUNAR CONTROL 10.5 PR 1 1 95.00 91.20 91.20
"Subtotals 1 1 95.00 91.20 91.20
Shipped From: Nike Golf: Memphis
Date Shipped: 04/12/2012
Order Type: At -Once Order
Direct Ship Factory PO
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 3.790;
Bill of Lading Number:
Pro number:
Tracking Number: 217508271115068;
Packing list Number: 14744678
Number of Cartons: 1
Special Label Instructions:
Ship -to ID: 272920
Store ID 272920
Date
y Zb Init.
Account
Account
Account
Account
Wholesale Amount Sales Net of Discount Freight Total
95.00 91.20 8.04 99.24
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 chargWon 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 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 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 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 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 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 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, an d (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 bylaw, 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 location (a "brick and mortar" store).
STORES Except as expressly permitted in subsection 6.B 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 followitw applies to Customers that are approved to sell Product on a website.
INTERNET SALN 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 trrom consumers, or (ii) creates the Perception that orders are- accepted on t9e site, even if the consumers are in fact redirected to other
websites for order placement. The term "transactional' Website' excludes- websites whibhUggregate images and inforntalion about merchandise without conducting
sales transactions. j ".i
(c) The Authorized Website(s) will have features and functions that are standard in the industry, includingg the ability to: (i) confirm availability or
unavailability of NIKE Product at the time the retail coiis'iim�r places her ceder. (ii).accept all major credircards; (jn) ship within standard time frames with a
choice of overnight, second day air and ground delivery, and (iv) allow retail consumers to search tire Authorized Websrte(s and to navigate to a NIKE "concept"
shop in the form of a Web page featuring all Product that Customer sells on the Agthorized Website(s) (except for discounted goods, which must be presented on a
separate discount page). ?(1 i n --I
(d) Customer will at all times provide prompt, effective and courteous cusiomer service by telephoner consumers.pi5rchasing 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 teams. as desi by NIKE, in,metadata: or (iv) purchase certain trademarked
terms, as designated by NIKE, as Internet search terms; or (v) use any'NiKEirademark•in•any- domain naoorllRL'kU. ,4
C. The ollowing ap lies to Customers that are approved or a non retail acc•our((PP a
If NIK approves ustomer for anon retail accouni. CM 0?Mr will distribute .Pr buct.at no cost to the teagis.Jgl6Vpr3 •alyd flport s 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 part y; 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 s a launch date for a
particular NIKE Product, sell that product prior to the date and time stated by NIKE; or (f) coll ets ect or use any sensitive personal data about consumers other than in
compliance with industry best practices for security standards, and applicable law.
R. 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 cruse 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 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 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 Trademar(s 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. 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 (ii) product and athlete images and other copyrighted materials.
Upon request by NiKE, Customer will submit to NIKE, for its review, any public statements about NIKE or advertising materials bearing NI rademarks,
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 rejected and Customer shall cease any use of the rejected materials. Customer will not use any Mi s 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 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 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 reggarding
future releases of NIKE Product, and any other non public material disclosed to Customer or to which Customer gains access. Customer shall protect 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 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 sue 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 rossly 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 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 due sums. The Agreement, and all disputes ansmg
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 GOO& 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
ppuripposes 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 3
NIKE GOLF Customer Number: 272920 Invoice Number: 940425531
Nike Order Number: 856039576 Invoice Date: 04/11/2012
INVOICE V Nike Delivery Number: 471114350 Terms: Net 30
Customer PO No: PUD SHOP GUY Terms begin as of: 04/11/2012
Ordered by: Due Date: 05/11/2012
DUNS 05- 095 -7364 Ordered on: 04/10/2012 Currency: USD
FEDERAL TAX ID 93- 124 -3023
Original Invoice Number:
MAIL TO
DELIVER GOODS TO
954 01 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 Unit Price Price
483841 -002 NIKE LUNAR ASCEND 14 PR 1 1 65.00 39.00 39.00
"Subtotals 1 1 65.00 39.00 39.00
Shipped From: Nike Golf: Memphis
Date Shipped: 04/11/2012
Order Type: At -Once Order
Direct Ship Factory PO
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 3.790;
Bill of Lading Number:
Pro number:
Tracking Number: 217508271096404;
Packing list Number: 14743119
Number of Cartons: 1
Special Label Instructions:
Ship -to ID: 272920
Store ID 272920
Date. ZJ knit.
Account
Account
Account
Account
Wholesale Amount Sales Net of Discount Freight Total
65.00 39.00 8.04 47.04
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 'h% per month will be charge on all past due invoices. Anticipation discounts are not allowed. No returns without prior
e authorization 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 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 I, 2011
are set forth below.
1. ORDERS: All Orders submitted by Customer are subject to acceptance by NIKE. The preparation of apurchase 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 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 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 wil l 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 or 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 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 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 Prodirct at a physical store location (a "brick and mortar" store).
STORES Except as expressly permitted in subsection 6.B 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 followingg a lies to Customers that are approved to sell Product on a website. INTE ET SAL S if NIKE approves Customer for Internet sales, then Customer is authorized to sell Product to retail consumers via the Internet only rom 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 6B(b), a "transaetiopal website" means a shoppingg portal, online marketplace, or other site which either (i) is
capable of accepting orders from consumers; or`(ii) creates the percepii6n4hat 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 •aggregate.inag60AOI information about merchandise without conducting
sales transactions.
(c) The Authorized Website(s) will have features and functi ns that are standard in thAnr ustr}, includingg the ability to: (i) confirm availability or
unavailability of NiKE Product at the time the retail consumer places his or herotder: (ii) accebt All' irjo 'ii edit 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 Authori zed 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.orthose_Website(s). Customer will not (i) permit any fMllfillment ho se or any other third party to fill consumer orders
placed through the Authorized Website(s); or (ii) (iii)`u`se certain frademarked.ter_ms, as desig4aCe8 l3} Ain metadata; or (iv) purchase certain trademarked
terms, as designated by NIKE, as Internet search terms; or (v) use any NIKE trademark i any domain name or URL address.
C. The ollowing lies to Customers tlmt a approved for- a. n'bii-retail account. i( ip -SA,
If Nil approves Customer for a non retail account, Customer will distril5ii(E Producrat no cost ft' reams, 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 part y; 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.
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) 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 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 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:'Customer will cornp1y 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 (i� NIKE logos and other trademarks, and (ii) product and athlete images and other copyrighted materials.
Upon request by NIKE. Customer will subrmt_to NIKE, ftorits 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 wlthm'five business days; the materials shall be
deemed rejected and Customer shall cease any 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 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 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.EOR 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 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. 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,
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 (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 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 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 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 ass!gn 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
purposes 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 3
Prescribed by State Board of Accounts City Form No. 201 (Rev. 1995)
ACCOUNTS PAYABLE VOUCHER
CITY OF CARMEL
An invoice or bill to be properly itemized must show: kind of service, where performed, dates service rendered, by
whom, rates per day, number of hours, rate per hour, number of units, price per unit, etc.
Payee
Purchase Order No.
Terms
Date Due
Invoice Invoice Description Amount
Date Number (or note attached invoice(s) or bill(s))
04/11/12 940425531 Soft Goods I $47.04
04/12/12 940465255 Soft Goods $99.24
1 hereby certify that the attached invoice(s), or bill(s), is (are) true and correct and I have audited same in accordance
with IC 5- 11- 10 -1.6
20
Clerk- Treasurer
VOUCHER NO. WARRANT N
ALLOWED 20
Nike USA, Inc.
IN SUM OF
P.O. Box 847648
Dallas, TX 75284 -7648
$146.28
ON ACCOUNT OF APPROPRIATION FOR
Brookshire Golf Club
PO# 1 Dept. INVOICE NO. ACCT #/TITLE AMOUNT Board Members
1207 940425531 43- 560.06 $47.04 1 hereby certify that the attached invoice(s), or
1207 940465255 43- 560.06 $9924 bill(s) is (are) true and correct and that the
materials or services itemized thereon for
which charge is made were ordered and
received except
Friday, April 20, 2012
Director, Brooks Golf Club
Title
Cost distribution ledger classification if
claim paid motor vehicle highway fund
NIKE GOLF Customer Number: 272920 Invoice Number: 940300616
Nike Order Number: 856004599 Invoice Date: 04/05/2012
INVOICE Nike Delivery Number: 470822422 Terms: Net 30
Customer PO No: PUD SHOE 4 3 12 Terms begin as of: 04/05/2012
Ordered by: Due Date: 05/05/2012
DUNS 05- 095 -7364 Ordered on: 04/03/2012 Currency: USD
FEDERAL TAX ID 93- 124 -3023
Original Invoice Number:
MAIL TO
DELIVER GOODS TO
788 01 MB 0.404 CITY OF CARMEL
I1I1tl11111 Ili M1lln1111111ltnllnnll1lu1111111111111 1III 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 Ordere Shipp Unit Price Price
418541 -001 NIKE AIR RANGE WP 9.5 PR 1 1 65.00 39.00 39.00
"Subtotals 1 1 65.00 39.00 39.00
Shipped From: Nike Golf: Memphis
Date Shipped: 04/05/2012
Order Type: At -Once Order
Direct Ship Factory PO
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 3.880;
Bill of Lading Number:
Pro number:
Tracking Number: 217508270979937;
Packing list Number: 14722836
Number of Cartons: 1
Special Label Instructions:_
Ship -to ID: 272920
Store ID 272920
Date y 12 Init. QC�
Account S60
Account
Account
Account
Wholesale Amount Sales Net of Discount Freight Total
65.00 39.00 8.04 47.04
All Nike USA. Inc. products are sol'd'FCA (Free Carrier Shipping Point) payment terms are calculated from invoice date unless specifically notedothetwise by
Nike. A service charge of I %2% p er month will be charge on all past due invoices. Anticipation discounts are not allowed. No returns without prior
authorization 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 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 Terns and Conditions in effect at the time the Order is submitted. The Terms and Conditions that are current as of Jul_v 1. 2011
are set forth below.
I. 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 Produet 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 units 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 withihese Terms and Conditions
and. if applicable Customers 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.'CERNIS 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 aid when due is subject to a service charge of 1 .i 1 70 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 accounCstated unless Customer disputes the amount of that invoice in writing within 30 days after the date
that invoice is due. Custonner will pay the undisputed portion of each invoice. NIKE has the light to apply payments it receives frm o 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 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
ec
reipt 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 fbllouving applies to Customers that are approved to sell Product at a physical stare location (a "brick and mortar" store).
STORES Except as expressly permitted in subsection 6.13 and /or 6.0 below, or when otherwise approved 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 physi 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 (ollotrine a »lies to Customers that are approved to sell Product on i ty-ebsite.
INTERNET SAL S If NIKE approves Customer for Ojriiet "ales then Cusfoirner.is.authorized to sell Product- tq consumers via the Internet only from the
website or websites identified in the Credit Application or otherwise approved by NIKE in writing (tfe "Authorized Website(s)") and to deliver that Product only to
consumers with mailing addresses in the United- States..its.territories and!.possessrons. i t r n
(a) The Authorized Website(s) will not be co- branded with the iv
nae or other trademarks of any otherrpeerson oc,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 6B(b), a transactiodal website" means a shopping portal. online marketplace, or other site which either d) is
capable of accepting orders from consumers. or (ii creates 'the perception that orders are accepted on ithe, site:',even.if the consumers are in fact redirected to other
websites for order placement. The term "transactional website' excludes websites whidf _aagereI5te images and if formation about merchandise without conducting
sales transactions. ;a
(c) The Authorized Website(s) will have features-and-:functions -tha[ are standard in the indusdry,�neludin .thVbility 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 (rv) allow retail consumers to search the Authorized Website(s) and to navigate to a NIKE "concept"
shop in the for of a Web page featuring all- Product.tliat.Cugomer sells Dn the Authorized Webs' (except for iscounted 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 paiy 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 (Wlowing ap )lies 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'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- taller, 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 partv: 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 cruse any sensitive personal data about consumers other than in
compliance with industry best practices for security standards, and applicable law.
8. CUSTOMER'S GENERAL REPRESENTATION'S, 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
o Product; (iii) vigorously encourage the retail sale of Produc4 (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 markeun_ 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 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 eployee.
or (c) give a gift of any kind to any relative. friend. associate or charitable organization favored by a Nike employee m 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 '7umpman" logo. and all other trademarks owned try 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. Customer will comply with NIKE's latest trademark usage �niidelincs, which NIKE may provide and circulate from time to
time, as well as any other policies governing the use of (U NIKE logos and other trademarks, ancf(ii) product and athlete images and other copyrighted 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, tFe materials shall be
deemed rejected and Customer shall cease any use of the rejected materials. CUSlomer' 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 the`NIKE'reputation for quality are extremely valuable to NIKE,
eh am m
and that NIKE does not authorize Customer to s any damaged or defective NIKE Product. Accordingly, Cu 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
IIKE.F_OR THE_PRODUC.T_GLVIIVG -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 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 N1K$'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.
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 submitto 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 (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 modify er or otherwise 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 Teas 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 LAQV\FORUM SELECTION: Customer will pay all costs, collection agency fees, expenses, reasonable attorney fees
(whether incurred prior to, at vial 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 govemed.bv 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. DIKE 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 b 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
W oses of this Section. Any attempted assigmnent or delegation by Customer will be void. NIKE may grant. withhold or condition its consent to assignment in
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 assi 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--pri or. and contemporaneous oral and written agreements. commitments and understandings concerning that subject matter.
Page 3 of 3
Prescribed by State Board of Accounts City Form No. 201 (Rev. 1995)
ACCOUNTS PAYABLE VOUCHER
CITY OF CARMEL
An invoice or bill to be properly itemized must show: kind of service, where performed, dates service rendered, by
whom, rates per day, number of hours, rate per hour, number of units, price per unit, etc.
Payee
Purchase Order No.
Terms
Date Due
Invoice Invoice Description Amount
Date Number (or note attached invoice(s) or bill(s))
04/05/12 940300616 Soft Goods $47.04
1 hereby certify that the attached invoice(s), or bill(s), is (are) true and correct and I have audited same in accordance
with IC 5- 11- 10 -1.6
20
Clerk- Treasurer
VOUCHER NO. WARRANT NO.
ALLOWED 20
Nike USA, Inc.
IN SUM OF
P.O. Box 847648
Dallas, TX 75284 -7648
$47.04
ON ACCOUNT OF APPROPRIATION FOR
Brookshire Golf Club
PO# Dept. INVOICE NO. ACCT #/TITLE AMOUNT Board Members
1207 I 940300616 I 43- 560.06 I $47.04 1 hereby certify that the attached invoice(s), or
bill(s) is (are) true and correct and that the
materials or services itemized thereon for
which charge is made were ordered and
received except
Thursday, April 12, 2012
Director, Bro'oGhire Golf Club
Title
Cost distribution ledger classification if
claim paid motor vehicle highway fund