HomeMy WebLinkAbout209624 06/05/2012 CITY OF CARMEL, INDIANA VENDOR: 361198 Page 1 of 1
ONE CIVIC SQUARE NIKE USA INC
CARMEL, INDIANA 46032 PO BOX 847648 CHECK AMOUNT: $556.14
DALLAS TX 75284 -7648
CHECK NUMBER: 209624
CHECK DATE: 6/512012
DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION
1207 4356007 941358431 444.00 GOLF HARDGOODS
1207 4356006 941430279 56.07 GOLF SOFTGOODS
1207 4356006 941430280 56.07 GOLF SOFTGOODS
NIKE GOLF 6/ Customer Number: 272920 Invoice Number: 941430280
Nike Order Number: 857489828 Invoice Date: 05/23/2012
INVOICE Nike Delivery Number: 472894937 Terms: Net 60
Customer PO No: WATT Terms begin as of: 05/23/2012
Ordered by: jeff phone Due Date: 07/22/2012
DUNS 05- 095 -7364 Ordered on: 05/22/2012 Currency: USD
FEDERAL TAX ID 93- 124 -3023
MAIL TO Original Invoice Number:
DELIVER GOODS TO
877 01 MB 0.404 CITY OF CARMEL
IIInlIllnllnnIllnIllnIIII III III pill IlnlnII1111111nlll 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 I Net Unit Total
Product Code Ordered Shipped Unit Price I Price
483326 -100 WMNS.NK SUMMER LIT 8 PR 1 1 50.00 48.00 48.00
"Subtotals 1 1 50.00 48.00 48.00
Shipped From: Nike Golf: Memphis
Date Shipped: 05/23/2012
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: 217508271842100;
Packing list Number: 14868605
Number of Cartons: i
Special Label Instructions:
Ship -to ID: 272920
Store ID: 272920
Date
Account
Account
Account
Account
Wholesale Amount Sales Net of Discount Freight Total
50.00 48.00 8.07 56.07
All Nike USA. Inc. products are sold FCA (Free Carver Shipping Point) and payment terms are calculated from invoice date unless specifically noted otherwise by
Nike. A service charge of 1 /z% per month will be charged 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 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 1. 2011
are set forth below.
1. ORDERS: All Orders submitted by Customer are subject to acceptance by NIKE. The preparation of a purchase order by a sales representative of NIKE. the
submission by Customer of a purchase order to NIKE, or the acknowledgement by NIKE of receipt of a purchase order (Order "confirmation shall not constitute
NIKE's acceptance of that Order. NIKE may in its sole discretion accept all or an part of an Order or substitute comparable Product for the items that "were
ordered, in either case by shipping Product. NIKE may at any time refuse to ship Product for any reason, even if NIKE has received payment for the applicable
Order and /or has confirmed that i5rder on NIKE.net or otherwise. NIKE will in its sole discretion determine which of NIKE's products are.made available.to
Customer for Orders, and determine how to allocate Product among Customer and NIKE's otfier,custmners. Accordingly. NIKE reserves the fight 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 d'e'emed 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`rerms 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 Terns and Conditions. and (b) if applicable. Customer's credit application and account agreement. Each Order, together with these Terms and Conditions
and, if applicable Customer's credit application and account agreement. may be referred to collectively as the "Agreement
2. PRICES: NIKE may correct typographical or other errors in pricing, may reduce or cancel any discounts previously offered to Customer. and may change its
prices at any time. Each Order will be invoiced at the prices prevarhng at the time that Order is fully recorded into NIKE's central ordering system. Nothing
contained herein shall obligate Customer to resell the Product at any particular price or on any specific terms and conditions notwithstanding suggested retail prices
published by NIKE, if any.
3. TERMS OF SALE: Customer will pay for all Product by the date specified on NIKE's invoice. or if none is specified, within 30 days after the date of that
invoice. Any sum not paid when due is subject to a service charge of 1.5 per month or the maximum rate permitted by law. whichever is lower. The amount
reflected in each NIKE invoice will be deemed to be an account stated unless Customer disputes the amount of that invoice in writing within 30 days after the date
that invoice is due. Customer will pa the undisputed portion of each invoice. NIKE has the fight to apply payments it receives from Customer to any of
Customer's invoices and to disregard y 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 thev 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 Jollowing 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 6.13 and /or 6.0 below, or when otherwise approved by NIKE in writing. Customer will not (a) sell Product
under any store name or at any physical store location other than under the store name and at the particular physical store identified in this Credit Application or, in
the case of multiple store locations, at the location to which the Product was shipped (assuming it was an approved location): (b) sell Product other than to retail
consumers physically present at such store location who are purchasing for their personal use and not for resale: or (c) accept orders or sell Product through the
Internet, e-mail or any other electronic channel. except that Customer may advertise Product through those channels to create or enhance consumer awareness of
Product performance features and /or indicate the availability of Product at an authorized store location so lone 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 a>>lies to Customers that dFF'dpproved to sell Product on a website. i� „i
INTERNET SAL If NIKE approves Customer for Internet sales, then Customer is auihorized'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,ghe. "Athorized Website(s) and to deliver that Product only to
consumers with mailing addresses in the United States, its territories and possessions. 1 sit, _i.)- t.
(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, o permit any transactional website to link to the
Authorized Website(s). For urposes of this Section 613(b), a "transactional website" means ?a shoj3piue' gal, online marketplace, or other site which either (i) is
capable of accepting orders from consumers, or (ii) creates the Perception that orders are accepted od t�e si e, 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. I rr}}
(c) The Authorized Website(s) will have features and functions that are standard -in the id��'t'9'yAdine the ability to: (i) confirm availability or
unavailability of NIKE Product at the time the retail eonsumerplaces 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 (iy) allow retail consumerAt�oo fi�ee:: orized Website(s) and to navigate to a NIKE "concept"
shop in the form of a Web page featuring all Piod&( that Customer sells on- the.Authorizc�' ept for discounted goods, which must be presented on a
separate discount page).
(d) Customer will at all times provide promppt, effective and courteous customer service by telephone for consumers purchasing Product from the Authorized
Website(s) and for other visitors to that or those Website(s). Customer will not (i) permit any fulfillment house or any other third party to fill consumer orders
placed through the Authorized Website(s): or (ii) (iii) use certain trademarked terms, as designated by NIKE. in metadata; or (iv) purchase certain trademarked
terms, as designated by NIKE, as Internet search terms; or (v) use any NIKE trademark in any domain name or URL address.
C. The following applies to Customers that are approved for a non retail account.
If NI 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 (u) 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 artv: or (d)
purchase any NIKE Product from, or sell or offer to sell Product on behalf of or for the account of, any other third party; or (e) if NIKE sets a launch date for a
particular NIKE Product, sell that product prior to the date and time stated by NIKE: or (f) collect or use any sensitive personal data about consumers other than in
compliance with industry best practices for security standards, and applicable law.
S. CUSTOMER'S GENERAL REPRESENTATIONS, WARRANTIES AND OBLIGATIONS:
(a) Customer will at all times: (i) use security measures to protect credit card and other personally identifiable information from unauthofized 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
Z__ 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 employe 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 desi_n. the Jordan "Junipman" 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 NIKE Trademarks
will be owned exclusively by NIKE. Customer will comply with NIKE's latest trademark usage _uidelines, which NIKE may provide and circulate from time to
time, as well as any other policies governing the use of (i) NIKE logos and other trademarks. anrr(ii) product and athlete images and other copyrighted materials.
Upon request by N IKE; Customer will submit to NIKE, for its review, any public statements about NIKE or advertising materials bearing NIKE Trademarks.
Product images: athlete images. in descriptions. If NIKE does not approve such materials in writing, within five business days. the materials shall be
deemed re ected and Customer shall cease any use of the rejected materials. Customer will not use any mar Xs 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 a m
tiefition. Customer acknowledges acid agrees that the NiKE Trademarks and the�NiKE reputation for quality are extremelv valuable to NIKE,
and that NiKE does not authorize Customer to sell any damaged or detective NIKE Product. Accordingly, Customer agrees that NIKE Product which may be
damaged or defective, for any reason. shall be. at NIKE's sole elect ion,either returned to NIKE or disposed of according to NiKE's instructions. NIKE and its
agents shall have the right to witness such destruction.
10. LIMITED REMEDY; DISCLAIMER OF IMPLIED WARRANTIES: If any Product is defective. NIKE's sole and exclusive liability to Customer will be.
at NIKE's election, if the defect is material, to either (a) replace that defective Product or (b) refund the amount Customer paid NIKE for that defective Product. AS
BETWEEN CUSTOMER AND NIKE, NiKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES. EXPRESS AND IMPLIED.
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE. TITLE AND NONiNFRINGEMENT.
11. LIMITATION ON DAMAGES AND ACTIONS: NIKE WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT, INTERRUPTION OF BUSINESS OR
ANY SPECIAL. CONSEQUENTIAL, INCIDENTAL, INDIRECT. SPECIAL. EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR SUSTAINED BY
CUSTOMER OR ANY OTHER PERSON. ANY ACTION (OTHER THAN FOR FAILURE TO PAY FOR GOODS DELIVERED) MUST BE COMMENCED
WITHIN ONE YEAR FROM THE EARLIER OF THE DATE OF DELIVERY OF THE NIKE PRODUCT OR THE DATE OF THE ORDER GIVING RISE TO
THE CLAIM. IN NO EVENT WILL NIKE'S LIABILITY 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 regarding
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. Publicitv 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 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 conti
nuing waiver or waive that right on any other occasion. Customer Tias 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 arising
out of the Agreement or out of the relationship etween NIKE and Customer, will be governed by the laws of the state of Oregon. THE UNITED NATIONS
CONVENTPON ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY. Customer irrevocably consents to the jurisdiction of
the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any
objection that such venue is an inconvenient forum. Customer will initiate an action against NIKE in any other jurisdiction. NIKE may bring an action in any
forum.
16. FORCE MAJEURE: If it becomes impossible for either Customer or NIKE to perform its obligations under the Agreement as a result of fire, flood.
earthquake, or other natural disaster, that party's performance may be delayed for the duration of the force majeure event, except that nothing in this Section 16 will
excuse Customer from its payment obligations.
17. RESTRICTION ON ASSIGNMENT: Customer will not assign any right conferred herein by NIKE without the prior written consent of an authorized NIKE
representative. A change of control of Customer by stock sale or girt, merger, operation of law, by contract, or otherwise. will be deemed an assignment for
ppurrpposes of this Section. Any attempted assignment or delegation by Customer will be void. NIKE may grant, withhold or condition its consent to assignment in
NIKE's sole discretion. If NIKE authorizes an assignment or delegation, that authorization will not release Customer from any of its obligations under 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
N I SCE G O LF L/ Customer Number: 272920 Invoice Number: 941430279
Nike Order Number: 857489821 Invoice Date: 05/23/2012
INVOICE Nike Delivery Number: 472894227 Terms: Net 60
Customer PO No: SUKI Terms begin as of: 05/23/2012
Ordered by: Due Date: 07/22/2012
DUNS 05- 095 -7364 Ordered on: 05/22/2012 Currency: USD
FEDERAL TAX ID 93- 124 -3023
Original Invoice Number:
MAIL TO
DELIVER GOODS TO
877 01 MB 0.404 CITY OF CARMEL
I111111II11II11„ 11111111„ 1II111II11 ,3II1I11I11I1 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
483325 -100 WMNS NK LNR SUMMER 6.5 PR 1 1 50.00 48.00 48.00
"Subtotals 1 1 50.00 48.00 48.00
Shipped From: Nike Golf: Memphis
Date Shipped: 05/23/2012
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: 217508271835126;
Packing list Number: 14868594
Number of Cartons: 1
Special Label Instructions:
Ship -to ID: 272920
Store ID 272920
Dot
Account S( 00
Account
Account
Account
Wholesale Amount Sales Net of Discount Freight Total
50.00 48.00 8.07 56.07
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
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 1. 2011
are set forth below.
1. ORDERS: All Orders submitted by Customer are subject to acceptance by NIKE. The preparation of a purchase order by a sales representative of NIKE. the
submission'by Customer of a purchase order to NiKE, or the acknowledgement by NIKE of receipt of a purchase order (Order "confirmation shall not constitute
NiKE's acceptance of that Order. NIKE may in its sole discretion accept all or anv part of an Order or substitute comparable Product for the items that were
ordered. in either case by shippino Prod net. NIKE may at any time refuse to ship Product for any reason. even if NIKE has received puyuienl for the applicable
Order and /or has confirmed thhat 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. ht 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 Ord will be subject to and governed in all respects by
(a) these Terms and Conditions, and (b) if applicable. Customer's credit er 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. TERNIS 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 L5% per month or the maximum rate permitted by whichever is lower. The amount
reflected in each N1K 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 pa from Customer undisputed portion of each invoice. NIKE has the right to apply Payments it receives fro Customer to any of
C 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 fi 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 curd mortar" store).
STORES Except as expressly permitted in subsection 6.13 and /or 6.0 below, or when otherwise approved by NIKE in writing. Customer will not (a) sell Product
under any store name or at any physical store location other than under the store name and at the particular physical store identified in this Credit Application or, in
the case of multiple store locations, at the location to which the Product was shipped (assuming it was an approved location): (b) sell Product other than to retail
consumers physically present at such store location who are purchasing for their personal use and not for resale; or (c) accept orders or sell Product through the
Internet, e -mail or any other electronic channel, except that Customer may advertise Product through those channels to create or enhance consumer awareness of
Product performance features and /or indicate the availability of Product at an authorized store location so long as Customer complies with Section 9 below.
Customer will at all times provide clean, modern and adequate retail outlet(s) necessary for the proper merchandising and selling of Product.
B. The llowing a lieAjq- Custoners that are approved to sell Product on a website. .t t <.a',
INTERRNET SAL S If NiKE approves Customer for Internet sales. then Customer is authorized to sell Product to retail consumers via the Internet only from the
website or websites identified in the Credit Application or otherwise approved by NIKE in writing (the "Authorized Website(s)") and to deliver that Product only to
consumers with mailing addresses in the United States, its territories and possessions 1
(a) The Authorized Website(s) will not be co- branded with the name or other tiadernai'kA 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 acceptin orders frorrit consumers, or (ii) creates the perception thatord c`c
'e'rs'are.aepted on the site. even if the consumers are in fact redirected to other
websites for order placement. The term "transactional website' excludes websites which aggregate images and information about merchandise without conducting
sales transactions.
c The Authorized Websi wilI.have. features and functions that are stand$; �he str including the abili to: i confirm availabili or
O O d�n'� y, y
unavailability of NIKE Product at the time the retail consumer places his`or her order, (ii accep all major creTit cards, (iu) ship within standard time frames with a
choice of overnight, second day air and ground delivery, and (iv) allow retail consumers to A search the Authorized Website(s) and to navigate to a NIKE "concept"
shop in the form of a W-eb page featuring all Produe4that Customer sells on t *Y p 3 f'tTJr3JJJ(' site(s) (except for discounted goods, which must be presented on a
separate discount page). +d
(d) Customer will at all times provide prompt, effective and courteous customer service by telephone for consumers purchasing Product from the Authorized
Website(s) and for other visitors to that or those Website(s). Customer will not (i) permit any fulfillment house or any other third party to fill consumer orders
placed through the Authorized Website(s); or (ii) (iii) use certain trademarked terms, as designated by NIKE, in metadata; or (iv) purchase certain trademarked
terms, as designated by NIKE. as Internet search terms; or (v) use any NIKE trademark in any domain name or URL address.
C. The fallowing ap lies to Customers that are approved a non retail account.
if NIKE approves ustomer 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 party; or (d)
purchase any NiKE Product from, or sell or offer to sell Product on behalf of or for the account of, any other third party; or (e) if NIKE sets a launch date for a
particular NIKE Product, sell that product prior to the date and 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 Nikes 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 "]mnpman" logo, and all other trademarks owned I`v NIKE or its affiliates "the NIKE Trademarks. Customer recognizes
that the NIKE Trademarks possess substantial goodwill and agrees that it will not use or display NIKE Trademarks in a manner that would disparage or damage
them, or represent that it has any ownership in, or attempt to license. the NIKE Trademarks. All goodwill associated with Customer's use of the NIKE Trademarks
will be owned exclusively by [MIKE. 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 (i) NIKE logos and other trademarks. and (ii) product and athlete images and other copyrighted materials.
Upon request by NIKE.- Customer.wifl submit to NIKE, for its review, any public statements about NIKE or advertising materials bearing NIKE trademarks.
Product nnages.'athlete images; or'Product descriptions. If NIKE does not approve such materials in writing, within five business days, tie materials shall be
deemed rejected and Customer shall cease any use of the rejected materials. Customer will not use any matIs confusingly sintilarto the NIKE Trademarks or use
the NIKE rademarks combination with.other trademarks. Customer will notify NIKE in writing ol' any infringement or improper use of the NIKE Trademarks
that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and the 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 O"T"HER 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 _MON.TH- PER IOD_ 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.
13. 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 NIKI✓'s
Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade
secrets, but in any event no less than reasonable care. Customer shall make Confidential Information available only to those employees of Customer who need to
know the information in connection with Customer's business, and shall not disclose Confidential Information to any third party.
B. Publicity Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE
or NIKE Products. Customer will not answer questions or give statements about its relationship with NIKE or discuss NIKE Products under circumstances where
Customer knows or has reason to believe that the purpose of the request is to create content for publication in film, television, radio, print or online media.
includin blogging: Customer will not hold itself out as a representative of NIKE in interview or statement, whether or not it is recorded, and whether or not it
is intended for such publication.
C. Idea Submission. If Customer chooses to submit to NIKE or share with NIKE any business plans. product or marketing ideas, or other materials, Customer
agrees that (i) NIKE is not subject to any restrictions in using such materials: Customer hereby grants to NIKE an irrevocable license to use such materials. without
compensation to Customer; and (ii) NIKE is under no obligation to use such plans, ideas, or other materials, or to commercially exploit them in any territory.
14. SEVERABILITY\WAIVER \CONSTRUCTION: If a court of competent jurisdiction determines that any provision of the Agreement is invalid or
unenforceable for any reason, that determination will not affect any other provision unless enforcement of the remaining provisions would be grossly inequitable
under the circumstances or would frustrate the primary purpose of the Agreement. A party's delay or failure to enforce or insist on strict compliance with any of the
provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement, and a party's waiver of any right related to the Agreement on one
occasion will not waive any other right, constitute a continuing waiver or waive that right on any other occasion. Customer has had the opportunity to consult with
its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its 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 arising
out of the Agreement or out of the relationship between NIKE and Customer, will be governed by the laws of the state of Oregon. THE UNITED NATIONS
CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY. Customer irrevocably consents to the jurisdiction of
the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any
objection that such venue is an inconvenient forum. Customer will not initiate an action against NIKE in any other jurisdiction. NIKE may bring an action in any
forum.
16. FORCE MAJEURE: If it becomes impossible for either Customer or NIKE to perform its obligations under the Agreement as a result of fire, flood,
earthquake, or other natural disaster, that party's performance may be delayed for the duration of the force majeure event, except that nothing in this Section 16 will
excuse Customer from its payment obligations.
17. RESTRICTION ON ASSIGNMENT: Customer will not assign any right conferred herein by NIKE without the prior written consent of an authorized NIKE
representative. A change of control of Customer by stock sale or gi$. merger, operation of law, by contract, or otherwise. will be deemed an assignment for
ppurrpposes of this Section. Any attempted assignment or delegation by Customer will be void. NIKE may grant, withhold or condition its consent to assignment in
NIKE's sole discretion. If NIKE authorizes an assignment or delegation, that authorization will not release Customer from any of its obligations under 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
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))
05/23/12 I 941430280 I Soft Goods I $56.07
05/23/12 I 941430279 I Soft Goods I $56.07
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
$112.14
ON ACCOUNT OF APPROPRIATION FOR
Brookshire Golf Club
PO# Dept. INVOICE NO. ACCT #!TITLE AMOUNT Board Members
1207 I 941430280 I 43- 560.06 I $56.07 1 hereby certify that the attached invoice(s), or
1207 941430279 43- 560.06 $56.07 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
Wednesday, May 30, 2012
Director, Brooks e Golf Club
Title
Cost distribution ledger classification if
claim paid motor vehicle highway fund
N 1 KE G O LF Customer Number: 272920 Invoice Number: 941358431
Nike Order Number: 851265282 Invoice Date: 05/21/2012
INVOICE Nike Delivery Number: 472145866 Terms: Net 120
Customer PO No: BALL 11 Terms begin as of: 05/21/2012
Ordered by: Due Date: 09/18/2012
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
588 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 Quantity Wholesale Net Unit Total
Product Code I Ordered Shipped Unit Price Price
GL0459 -101 20X1 -X DISTANCE MISC EA 6 6 33.00 33.00 198.00
"`Subtotals 6 6 198.00 198.00 198.00
GL9162 -101 MOJO 10 DOUBLE DOZ MISC EA 18 18 13.00 13.00 234.00
"Subtotals 18 18 234.00 234.00 234.00
Shipped From: Nike Golf: Memphis
Date Shipped: 05/21/2012
Order Type: Futures Order
Direct Ship Factory PO
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 9.280;18.500;18.500;
18.500;
Bill of Lading Number:
Pro number:
Tracking Number: 217508271807345;217508271793761;217508271793730;
217508271793426;
Packing list Number: 14818561
Number of Cartons: 4
Special Label Instructions:
Ship -to ID: 272920
Store ID 272920
Date Init. Qp�
Account SG,
Account
Account
Account
Wholesale Amount Sales Net of Discount Freight Total
432.00 432.00 12.00 444.00
All Nike USA, Inc. products are sold FCA (Free Carrier Shipping Point) and payment terms are calculated from invoice date unless specifically noted otherwise by
Nike. A service charge of 1 /2% er month will be charged on all past due invoices. Anticipation discounts are not allowed. No returns without prior
au from Nike. Shortage claims must be made witSin 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 1, 2011
are set forth below.
1. ORDERS: All Orders submitted by Customer are subject to acceptance by NIKE. The preparation of a purchase order by a sales representative of NIKE, the
submission by Customer of a purchase order to NIKE• or the acknowledgement by NIKE of receipt of a purchase order (Order "confirmation shall not constitute
NIKE's acceptance of that Order. NiKE may in its sole discretion accept all or anv part of an Order or substitute comparable Product for the items that were
ordered, in either case by shipping Product. NIKE may at any time refuse to ship Product for any reason, even if NIKE has received payment for the applicable
Order and /or has confirmed that Order on NIKE.net or otherwise. NIKE will in its sole discretion determine which of NIKE'S products are made available to
Customer for Orders, and determine how to allocate Product among Customer and NIKE's other customers. Accordingly, NIKE reserves the right to discontinue
product lines and to make changes in goods offered at any time. Unless Customer complies with Section 5 regarding returns, Customer will be deemed to have
accepted those substitute goods on the terms outlined in NiKE's invoice. NIKE may cancel an Order at any time because the Order contains an incorrect price,
requests Product that Customer is not authorized to sell, or for any other reason, even if NIKE has acknowledged or confirmed that Order or has received payment
for that Order. In the latter case. NIKE will, at its election, either refund the payment or credit Customer's account. Customer may not cancel an Order after its
acceptance by NIKE. Any Order that conflicts with or that includes provisions (other than item and quantity) in addition to these Terms and Conditions will have
no force or effect to the extent it is inconsistent or includes additional terms. NIKE will be entitled to accept any Order and to rely on any other written or
telephonic request or notice given by a person that appears to be an employee or agent of Customer. Each Order will be subject to and governed in all respects by
(a) these Terms and Conditions, and (b) if applicable, Customer's credit application and account agreement. Each Order, together with these Terms and Conditions
and, if applicable Customer's credit application and account agreement, may be referred to collectively as the "Agreement
2. PRICES: NiKE may correct typographical or other errors in pricing, may reduce or cancel any discounts previously offered to Customer, and may change its
prices at any time. Each Order will be invoiced at the prices prevailing at the time that Order is fully recorded into NIKE's central ordering system. Nothing
contained herein shall obligate Customer to resell the Product at any particular price or on any specific terms and conditions notwithstanding suggested retail prices
published by NIKE, if any.
3. TERMS OF SALE: Customer will pay for all Product by the date specified on NIKE's invoice, or if none is specified, within 30 days after the date of that
invoice. Any sum not ppaid when due is subject to a service charge of 1.5% per month or the maximum rate permitted by law, whichever is lower. The amount
reflected in each NIKE invoice will be deemed to be an account stated unless Customer disputes the amount of that invoice in writing within 30 days after the date
that invoice is due. Customer will pay the undisputed portion of each invoice. NIKE has the right to apply payments it receives from Customer to any of
Customer's invoices and to disregard Customers instructions to apply payment to any specific invoice. In the event Customer is indebted to NIKE or to any NIKE
affiliate, that debt may be offset against credits otherwise owing to Customer to reduce or ehmmate 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 6.13 and /or 6.0 below, or when otherwise approved by NiKE in writing, Customer will not (a) sell Product
under any store name or at any physical store location other than under the store name and at the particular physical store identified in this Credit Application or, in
the case of multiple store locations, at the location to which the Product was shipped (assuming it was an approved location); (b) sell Product other than to retail
consumers physically present at such store location who are Purchasing for their personal use and not for resale; or (c) accept orders or sell Product through the
Internet, e -mail or any other electronic channel, except that Customer may advertise Product through those channels to create or enhance consumer awareness of
Product performance features and/or indicate the availability of Product at an authorized store location so long as Customer complies with Section 9 below.
Customer will at all times provide clean, modern and adequate retail outlet(s) necessary for the proper merchandising and selling of Product.
B. The following a lies to Customers that are approved to sell Product on a website.
INTERNET SAL S if NIKE approves Customer for Internet sales, then Customer is authorized to sell Product to retail consumers via the Internet only from the
website or websites identified in the Credit Application or otherwise approved by NIKE in writing (the "Authorized Website(s)") and to deliver that Product only to
consumers with mailing addresses in the United States, its territories and possessions.
(a) The Authorized Website(s) will not be co- branded with the name or other trademarks of any other person or entity.
(b) The Authorized Website(s) will not link to, or provide data feeds to, any transactional website, or permit any transactional website to link to the
Authorized Website(s). For purposes of this Section 613(6), a "transactional website" means a shopping portal, online marketplace, or other site which either (i) is
capable of accepting orders from consumers, or (ii) creates the Perception that orders are accepted on the site. even if the consumers are in fact redirected to other
websites for order placement. The term "transactional website' excludes websites which_ }5g'gregate images and information about merchandise without conducting
sales transactions.
(c) The Authorized Website(s) will have features and functions that aie 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 h& otder, all major credit cards, (iii) ship within standard time frames with a
choice of overnight, secoitd'day air and ground delivery, and (iv) allow retail consumer; to search the Authorized Website(s) and to navigate to a NIKE "concept"
shop in the form of a Web page featuring all Product that Customer sells on the Authorized Website(s) (except for discounted goods, which must be presented on a
separate discount page)
(d) Customer will at all times provide promppt, effective and courteous customerservice`by telephone for consumers purchasing Product from the Authorized
Website(s) and for other visitors to that or those Website(s)..�ustomer will not (i) permit any fulfillment house or any other third party to fill consumer orders
placed through the Authorized Website(s); or (ii) (iii) use certain trademarked terms, as designated by NIKE. in metadam or (iv) purchase certain trademarked
terms, as designated by NiKE, as Internet search terms; or (v) use any NIKE trademat9: *intany�ilomam name or URL address.
C. The following ap to Customers that are approved for a`riori retail account.
If NIKE approves Customer. fora non retail account, Customer will distribute Pdhctjlntgsf io the teams, players and sports participants, and other groups or
individuals specified by NIKE or will sell at no profit_(that is, sell at Ni KE'S in icee''ptriice
7. GENERAL RESTRICTIQNS:- 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, "oilier 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 NiKEgoods from any third party; or (d)
purchase any NIKE Product from, or sell or offer to sell Product on behalf of or for the account of, any other third party; or (e) it NIKE sets a launch date for a
particular NIKE Product, sell that product prior to the date and time stated by NIKE; or (f) collect or use any sensitive personal data about consumers other than in
compliance with industry best practices for security standards, and applicable law.
8. CUSTOMER'S GENERAL REPRESENTATIONS, WARRANTIES AND OBLIGATIONS:
(a) Customer will at all times: (i) use security measures to protect credit card and other personally identifiable information from unauthorized access or use in a
manner consistent with industry best practices and applicable law; (ii) render full, prompt, effective and courteous service before, during and after the retail sale of
o Product; (iii) vigorously encourage the retail sale of Product; (iv) meet or exceed any minimum sales volume established by NIKE from time to time; (v) establish
and maintain, independently and in con unction with NIKE, advertising and marketing policies and methods that emphasize the quality and performance of the
Product: and (vi) comply with applicable law in connection with performance of its o9hgations 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
�f
(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 disparagge 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 I E 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 NIKE logos and other trademarks, and (ii) product and athlete images and other copyrighied materials.
Upon request by NIKE, Customer will submit to NIKE, T or its review, any public statements about NiKE or advertising materials bearing NIKE Trademarks,
Product images.-athlete images or Product descriptions. df 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 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 rep utation 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 Disc losure. Customer acknowled -es 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 NNE "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 suchh publication.
C. Idea Submission. If Customer chooses to submit to NiKE or share with NIKE any business plans, product or marketing ideas. or other materials, Customer
agrees that (i) NIKE is not subject to any restrictions in using such materials; Customer hereby grants to NiKE an irrevocable license to use such materials, without
compensation to Customer: and (ii) NIKE is under no obligation to use such plans, ideas, or other materials, or to commercially exploit them in any territory.
14. SEVERABILITY\WAIVER \CONSTRUCTION: if a court of competent jurisdiction determines that any provision of the Agreement is invalid or
unenforceable for any reason, that determination will not affect any other provision unless enforcement of the remaining provisions would be grossly inequitable
under the circumstances or would frustrate the primary purpose of the Agreement. A party's delay or failure to enforce or insist on strict compliance with any of the
provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement. and a party's waiver of any right related to the Agreement on one
occasion will not waive any other right, constitute a continuing waiver or waive that fight on any other occasion. Customer�as 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 ansing
out of the Agreement or out of the relationship etween 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!ggn 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
ppurposes of this Section. Any attempted assignment or delegation by Customer will be void. NiKE may grant, withhold or condition its consent to assignment in
NI '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 t`he 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.
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))
05/21/12 I 941358431 I Hard Goods I $444.00
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
$444.00
ON ACCOUNT OF APPROPRIATION FOR
Brookshire Golf Club
PO# Dept. INVOICE NO. ACCT #/TITLE AMOUNT Board Members
1207 I 941358431 I 43- 560.07 I $444.00 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
Tuesday, May 29, 2012
Director, Brooks re Golf Club
Title
Cost distribution ledger classification if
claim paid motor vehicle highway fund