HomeMy WebLinkAbout218564 03/25/2013 CITY OF CARMEL, INDIANA VENDOR: 361198 Page 1 of 1
ONE CIVIC SQUARE NIKE USA INC
CARMEL, INDIANA 46032 PO BOX 847648 CHECK AMOUNT: $3,760.69
DALLAS TX 75284-7648
CHECK NUMBER: 218564
CHECK DATE: 3/2512013
DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION
1207 4356007 13408021 -662 .40 GOLF HARDGOODS
1207 4356006 948584782 616 . 76 GOLF SOFTGOODS
1207 4356006 948715675 464 .27 GOLF SOFTGOODS
1207 4356006 948715676 38 . 25 GOLF SOFTGOODS
1207 4356006 948715677 892 . 65 GOLF SOFTGOODS
1207 4356007 948715678 288 .48 GOLF HARDGOODS
1207 4356006 948715679 636 . 95 GOLF SOFTGOODS
1207 4356006 948750750 9 . 11 GOLF SOFTGOODS
1207 4356006 948788411 1, 304 . 12 GOLF SOFTGOODS
1207 4356007 948840000 216 . 50 GOLF HARDGOODS
1207 4356006 REBATE -44 . 00 GOLF SOFTGOODS
. . N 1 KE G O LF 6/ Customer Number: 272920 Invoice Number: 948788411
C Nike Order Number: 861641850 Invoice Date: 03/14/2013
INVOICE Nike Delivery Number: 303952270 Terms: Net 120
Customer PO No: DURA FEEL GLOVE Terms begin as of: 03/14/2013
Ordered by: Due Date: 07/12/2013
DUNS#:05-095-7364 Ordered on: 10/01/2012 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
MAIL TO DELIVER GOODS TO
CITY OF CARMEL CITY OF CARMEL
BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY
12120 BROOKSHIRE PKWY 272920
CARMEL IN 46033-3314 BROOKSHIRE GOLF CLUB
CARMEL IN 46033-3314
Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total
Product Code Ordered Shipped Unit Price Price
GG0411-001 NIKE ALL WEATHER I M EA 6 6 13.50 12.96 77.76
"Subtotals 6 6 81.00 77.76 77.76
GG0421-010 DURA FEEL VII REG M EA 6 6 6.00 5.76 34.56
ML EA 6 6 6.00 5.76 34.56
L EA 6 6 6.00 5.76 34.56
XL EA 6 6 6.00 5.76 34.56
"Subtotals 24 24 144.00 138.24 138.24
GG0421-101 DURA FEEL VII REG S EA 6 6 6.00 5.76 34.56
M EA 18 18 6.00 5.76 103.68
ML EA 24 24 6.00 5.76 138.24
L EA 24 24 6.00 5.76 138.24
XL EA 12 12 6.00 5.76 69.12
XXL EA 6 6 6.00 5.76 34.56
"Subtotals 90 90 540.00 518.40 518.40
GG0422-101 DURA FEEL VII CAD S EA 6 6 6.00 5.76 34.56
M EA 6 6 6.00 5.76 34.56
ML EA 12 12 6.00 5.76 69.12
L EA 12 12 6.00 5.76 69.12
XL EA 12 12 6.00 5.76 69.12
"Subtotals 48 48 288.00 276.48 276.48
GG0423-101 DURA FEEL VII REG M EA 6 6 6.00 5.76 34.56
ML EA 6 6 6.00 5.76 34.56
L EA 6 6 6.00 5.76 34.56
XL EA 6 6 6.00 5.76 34.56
"Subtotals 24 24 144.00 138.24 138.24
GG0441-101 Wfv1N DURA FEEL IV R S EA 6 6 -6:00 -- 5.75-----34:55 -
M EA 6 6 6.00 5.76 34.56
ML EA 6 6 6.00 5.76 34.56
L EA 6 6 6.00 5.76 34.56
"Subtotals 24 24 144.00 138.24 138.24
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All Nike USA,Inc.products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by
Nike. A service charge of 1 1/2% per month will be charge on all past due invoices. Anticipation discounts are not allowed. No returns without prior
o authorization from Nike. Shortage claims must be made within 30 days of receipt. All collection tees and costs must be paid by purchaser. Detailed terms and
conditions on reverse side of page 1.
Please remit to: NIKE USA, Inc.
PO Box 847648
Dallas 75284-7648 US
Page 1 of 4
NIKE USA,Inc.
TERMS AND CONDITIONS OF SALE
NIKE USA.Inc.("NIKE")offers certain goods bearing NIKE Trademarks(asdefrned below)("Product")for sale to retailers that have been authorized by NIKE to
make purchases of such Product("Customers.") By su`bmittina 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 Jfect at the time the Order is submitted. The Terms and Conditions that are current as of July 1.2011
are set forth below.
1.ORDERS:All Orders submitted by Customer are subject to acceptance by NiKE.The preparation of a purchase order by a sales representative of NIKE,the
submission by Customer of a purchase order to NiKE.or the acknowledgement by NIKE of receipt of a purchase order(Order"confirmation")shall not constitute
NIKE's acceptance of that Order.NIKE may in its sole discretion accept all or any part of an Order or substitute comparable Product for the items that were
ordered,in either case by shipping Product.NiKE may at any time refuse to ship product for any reason,even if NIKE has received payment for the applicable
Order and/or has confirmed that 6rder 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 specilic terms and conditions notwithstanding suggested retail prices
published by NIKE,if any.
3.TERMS-OF SALE:_Customer_wi11 pay.for all Product by the date specified on NIKE's invoice,or if none is specified.within 30 days after the date of that
invoice.Any sum not paid when due is subject to a service charge of 1.5%per month or the maximum rate permitted by law.whichever is lower.The amount
reflected in each NIKE invoice will be deemed to be an account stated unless Customer disputes the amount of that invoice in writing within 30 days after the date
that invoice is due.Customer will pay the undisputed portion of each invoice. NIKE has the right to apply Paynients 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 ore approved to sell Product at a physical store locution(a "brick and mortar"store).
STORES-Except as expressly permitted in subsection 6.13 and/or 6.0 below,or when otherwise approved by NIKE in writing.Customer will not(a)sell Product
under any store name or at any physical store location other than under the store name and at the particular physical store identified in this Credit Application or,in
the case of multiple store locations.at the location to which the Product was shipped(assuming it was an approved location):(b)sell Product other than to retail
consumers physically present at such store location who are purchasing for their personal use and not for resale:or(c)accept orders or sell Product through the
Internet,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 follownt;a lies to Customers that are approved to sell Product nit a website.
INTERNET SALS-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 pproposes of this Section 6B(b),a"transactional website"means a shopping portal,online marketplace,or other site which either(i)is
capable of accepting orders trom consumers,or(ii)creates the,perception perception that orders are accepted on t9e site,even if the consumers are in fact redirected to other
websites for order Xcement. The term"transactional website excludes websites which aggregate images and information about merchandise without conducting
sales transactions.
(c) The Authorized Website(s)will have features and functions that are standard in the industry,including the ability to:(i)confirm availability or
unavailability of NiKE Product at the time the retail consumer places his or her order.(ii)accept all major credit cards,(iii)ship within standard time frames with a
choice of overnight,second day air and ground delivery,and(iv)allow retail consumers to search the Authorized Website(s)and to navigate to a NiKE"concept"
shop in the form hi
of a Web page featuring all Pioduct 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 customer service by telephone for consumers purchasing Product from the Authorized
Website(s)and for other visitors to that or those Website(s).Customer will not(i)permit any fulfillment house or any other third party to fill consumer orders
placed through the Authorized Website(s);or(ii)(iii)use certain trademarked terms.as designated by NIKE,in metadata:or(iv)purchase certain trademarked
terms.as designated by NIKE,as Internet search terms:or(v)use any NIKE trademark in any domain name or URL address.
C.The following applies to Customers that are approved for a non-retail account.
if NIKE approves Customer for a non-retail account.Customer will distribute Product at no cost to the teams,players and sports participants.and other groups or
individuals specified by NIKE or will sell at no profit(that is,sell at NIKE'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'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
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 4
. . N I KE G O LF i6/ Customer Number: 272920 Invoice Number: 948788411
^ Nike Order Number: 861641850 Invoice Date: 03/14/2013
INVOICE Nike Delivery Number: 303952270 Terms: Net 120
Customer PO No: DURA FEEL GLOVE Terms begin as of: 03/14/2013
Ordered by: Due Date: 07/12/2013
DUNS#:05-095-7364 Ordered on: 10/01/2012 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
Shipped From: Nike Golf: Memphis
Date Shipped: 03/14/2013
Order Type: Futures Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 31.060;
Bill of Lading Number:
Pro number:
Tracking Number: 217508270672876;
Packing list Number: 15482738
Number of Cartons: 1
Special Label Instructions:
Ship-to ID:272920
Store ID:272920
Wholesale Amount Sales Net of Discount Freight Total
1,341.00 1,287.36 16.76 1,304.12
Page 4 of 4
(c) Customer has received and reviewed Nike's policy regarding Gifts.Gratuities and Other Payments.available from Nike upon request. Customer shall not
take any action that could reasonably be expected to violate the pofiicy 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 gitt worth more than 5200 to a Nike employee.
or(c)give a gift of any kind to any relative,friend,associate or charitable organization favored by a Nike employee if there is any implied expectation of a return
favor.
9.TRADEMARKS:Customer acknowledges NIKE's sole ownership of and exclusive right,title and interest in and to the name"NIKE,"the name"Jordan,"the
NIKE Swoosh logo design,the Jordan"Jumpman"logo.and all other trademarks owned 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 an),ownership in,or attempt to license,the NiKE Trademarks.All goodwill associated with Customer's use of the NIKE Trademazks
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(it NIKE logos and other trademarks,and(n)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 writingg 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 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 theNIKE 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 re di
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 bloggim, 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 sued 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 irrevocZle 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.Customerlias 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 LAANIWORUM SELECTION:Customer will pav all costs,collection agenev 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 sunis.'The Agreement.and all disputes arising
out of the Agreement or out of the relationsh between NIKE and Customer.will be governed by the laws of the state of Oregon. THE UNITED NATIONS
CONVENTION ON CONTRACTS FOR Ta 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.Z�ustonier 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 asstgn any right conferred herein by NIKE without the prior written consent of an authorized NiKE
merger
representative.A change of control of Customer by stock sale or gift, ,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 an of its obligations under the
Agreement unless(a)the authorization expressly releases Customer:(b)the assignee or delegate agrees in writing to be bound by the Agreement:and(c)any
_ agreement between Customer and the assignee or delegate states that NIKE has the right to enforce Customer's rights against the assignee or delegate.
18.SET-OFF:in the event Customer is indebted to NIKE or to any NIKE affiliate.that debt may be offset against credits otherwise owing to Customer to reduce
or eliminate the credit.
19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be
construed to create a partnership.joint venture or any other relationship.
20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and
supersedes prior and contemporaneous oral and written agreements.commitments and understandings concerning that subject matter.
Page 3 of 4
. . RAKE GOLF v Customer Number: 272920 Invoice Number: 948750750
Nike Order Number: 861641870 Invoice Date: 03/13/2013
INVOICE Nike Delivery Number: 302289532 Terms: Net 120
Customer PO No: FREE BAKERS DZ GLV Terms begin as of: 03/13/2013
Ordered by: Due Date: 07/11/2013
DUNS#:05-095-7364 Ordered on: 10/01/2012 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
MAIL TO DELIVER GOODS TO
CITY OF CARMEL CITY OF CARMEL
BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY
12120 BROOKSHIRE PKWY 272920
CARMEL IN 46033-3314 BROOKSHIRE GOLF CLUB
.CARMEL IN 46033-3314
Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total
-- - --- -
Product-Code- ____ _ __ __ _ _Ordered Shipped Unit Price Price-. _ -
-i -- -- -
GG0411-001 NIKE ALL WEATHER I ML EA 6 6 13.50 0.00
L EA 6 6 13.50 0.00
XL EA 6 6 13.50 0.00
"Subtotals 18 18 243.00 0.00
Shipped From: Nike Golf: Memphis
Date Shipped: 03/13/2013
Order Type: Futures Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 6.000;
Bill of Lading Number:
Pro number:
Tracking Number: 217508270638384;
Packing list Number: 15481167
Number of Cartons: 1
Special Label Instructions:
Ship-to ID:272920 V
Store ID:272920
Wholesale Amount Sales Net of Discount Freight Total
243.00 0.00 9.11 9.11
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 1/2% 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 wi&n 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 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 Customers 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 it none is specified,within 30 days after the date of that
invoice.Any sum not paid when due is subject to a service charge of 1.5%per month or the maximum rate permitted by law,whichever is lower.The amount
reflected in each NIKE invoice will be deemed to be an account stated unless Customer disputes the amount of that invoice in writing within 30 days after the date
that invoice is due.Customer will pay the undisputed portion of each invoice. NIKE has the right to apply payments it receives from Customer to any of
Customer's invoices and to disregard 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 wilt 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
recei t 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 Custonters 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
Intemet,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 oudet(s)necessary for the proper merchandising and selling of Product.
B.The ollowinq a�tf[lies to Customers that are approved to sell Product on a ivebsite.
INTE ET SALES-if NIKE approves Customer for Internet sales.then Customer is authorized to sell Product to retail consumers via the Internet only from the
website or websites identified in the Credit Application or otherwise approved by NIKE in writing(the"Authorized Website(s)")and to deliver that Product 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 66(b),a"transactional website"means a shopping portal,online marketplace,or other site which either(i)is
capable of accepting orders from consumers.or(ii)creates the Perception that orders are accepted on t9e site.even if the consumers are in fact redirected to other
websites for order placement. The term"transactional website' excludes websites which aggregate images and information about merchandise without conducting
sales transactions.
(c) The Authorized Website(s)will have features and functions that are standard in the industry,including the ability to:(i)confirm availability or
unavailability of NIKE Product at the time the retail consumer places his or her order.(ii)accept all major credit cards.(iii)ship within standard time frames with a
choice of overnight,second day air and ground delivery.and(iv)allow retail consumers to search the Authorized Website(s)and to navigate to a NIKE"concept"
shop in the form of a Web page featuring all Product that Customer sells on the Authorized Website(s)(except for discounted goods,which must be presented on a
separate discount page).
(d) Customer will at all times provide prompt,effective and courteous customer service by telephone for consumers purchasing Product from the Authorized
Website(s)and for other visitors to that or those Website(s).Customer will not(i)permit any fulfillment house or any other third party to fill consumer orders
placed through the Authorized Website(s);or(ii)(iii)use certain trademarked terms,as designated by NiKE,in metadata:or(iv)purchase certain trademarked
terms,as designated by NIKE,as Internet search terms:or(v)use any NIKE trademark in any domain name or URL address.
C.The following ap lies to Customers that are approved for a non-retail account.
If NIKE approves elstomer 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 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
o urchase 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
mp
NiKE Swoosh logo design,the Jordan"Juman"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 NiCE 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 NIKE Trademarks,
Product images,athlete images.or Product descriptions.If NIKE does not approve such materials in writin-,within five business days,tEe materials shall be
deemed rejected and Customer shall cease any use of the rejected materials.Customer will not use any mars 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 acknowledg mes 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 daaged 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 ALUOTHER 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's ubmits 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 rewarding
future releases of NIKE Product,and any other non-public material disclosed to Customer or to which Customer gains access.Customer shall rotect NIKff s
Confidential information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade
secrets.but in any event no less than reasonable care.Customer shall make Confidential Information available only to those employees of Customer who need to
know the information in connection with Customer's business,and shall not disclose Confidential Information to any third party.
B. Publicin,Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE
or NIKE Products.Customer will not answer questions or give statements about its relationship with NIKE or discuss NiKE Products under circumstances where
Customer knows or has reason to believe that the purpose of the request is to create content for publication in film,television,radio.print or online media.
including blogging.Customer will not hold itself out as a representative of NIKE in any interview or statement,whether or not it is recorded.and whether or not it
is intended f4 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 bias 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 ansing
out of the Agreement or out of the relationship between NiKE and Customer.will be oovemed by the laws of the state of Oregon. THE UNITED NATIONS
CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOOf5S 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
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&
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 nghts 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
VOUCHER NO. WARRANT NO.
ALLOWED 20
Nike USA, Inc.
IN SUM OF $
P.O. Box 847648
Dallas, TX 75284-7648
$1,313.23
ON ACCOUNT OF APPROPRIATION FOR
Brookshire Golf Club
PO#/Dept. INVOICE NO. ACCT#/TITLE AMOUNT Board Members
1207 948750750 43-560.06 $9.11 1 hereby certify that the attached invoice(s), or
1207 948788411 43-560.06 $1,304.12 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
Monday, March 18, 2013
Director, Brooks e Golf Club
Title
Cost distribution ledger classification if
claim paid motor vehicle highway fund
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))
03/13/13 948750750 Softgoods $9.11
03/14/13 948788411 Softgoods $1,304.12
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
. . N I KE G O LF tL/ Customer Number: 272920 Invoice Number: 948715675
Nike Order Number: 863708379 Invoice Date: 03/12/2013
INVOICE Nike Delivery Number: 303681110 Terms: Net 60
Customer PO No: REWARDS Terms begin as of: 03/12/2013
Ordered by: Due Date: 05/11/2013
DUNS#:05-095-7364 Ordered on: 12/02/2012 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
MAIL TO DELIVER GOODS TO
CITY OF CARMEL CITY OF CARMEL
BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY
12120 BROOKSHIRE PKWY 272920
CARMEL IN 46033-3314 BROOKSHIRE GOLF CLUB
CARMEL IN 46033-3314
Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total
Product Code Ordered Shipped Unit Price Price
509095-010 DRI-FIT 1/2-ZIP CO L EA 1 1 37.50 31.87 31.87
XL EA 1 1 37.50 31.87 31.87
2XL EA 1 1 37.50 31.87 31.87
""Subtotals 3 3 112.50 95.61 95.61
509095-047 DRI-FIT 1/2-ZIP CO M EA 1 1 37.50 31.87 31.87
L EA 1 1 37.50 31.87 31.87
XL EA 1 1 37.50 31.87 31.87
"Subtotals 3 3 112.50 95.61 95.61
509095-453 DRI-FIT 1/2-ZIP CO M EA 1 1 37.50 31.87 31.87
L EA 1 1 37.50 31.87 31.87
XL EA 1 1 37.50 31,87 31.87
"Subtotals 3 3 112.50 95.61 95.61
509095-459 DRI-FIT 1/2-ZIP CO L EA 1 1 37.50 31.87 31.87
XL EA 1 1 37.50 31.87 31.87
2XL EA 1 1 37.50 31.87 31.87
"Subtotals 3 3 112.50 95.61 95.61
509095-518 DRI-FIT 1/2-ZIP CO L EA 1 1 37.50 31.87 31.87
XL EA 1 1 37.50 31.87 31.87
"Subtotals 2 2 75.00 63.74 63.74
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 ''/zr/n er month will be char-cf on all past due invoices. Anticippation discounts are not allowed: No returns without prior
authorization from Nike. Shortage claims must be made witfun 30 days of receipt. All collection fees and costs must be paid by purchaser. Detailed Icrms and
conditions on reverse side of page I.
Please remit to: NIKE USA, Inc.
PO Box 847648
Dallas 75284-7648 US
Page 1 of 4
NIKE USA,Inc.
TERMS AND CONDITIONS OF SALE
NIKE USA.Inc.("NIKE")offers certain goods beam NIKE Trademarks(asdelined 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 all(I Conditions")in eflcct at the lime the Order is submitted. The Terms and Conditions that arc currenl as of.luly 1.2011
arc set firth below.
1.ORDERS:All Orders submitted by Customer are subject lit acceptance by NIKE.The preparation of a purchase order by a sales representative of NIKE,the
submission by Customer of a purchase order to NIKF ur the acknowledgement by NIKE of receipt of a purchase order(Order"confirmation")shall 1101 Constitute
NIKE's acceptance of that Order.NIKF,nuav in its sole discretion accept all or any part of an Order or substitute cum parable Product lot the iionts that were
ordered.in cithcr case by shipping Product.NIKE may at any time refuse to ship Product for any reason.even it NIKE has received payment for the applicable
Order and/or has confirmed that Order on NIKE.ncl or otherwise.NIKE will in its sole discretion determine which of NIKE's products are made available to
C11SIOner f-m-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 lime.Unless Customer Complies with Section 5 rCgarding 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 unto because the Order contains an incorrect price.
requests Product that Cuslonner is not authorized to sell.or for any other reason,even it NIKE has acknowledged or confirmed that Order or has received payment
for that Order.In the latter Case.NIKE will,at its election,cithcr rclund the payment Or credit Customer's account.CUSIOIIICI'may not cancel an Order alter 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 terns.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 he an employee or agent of Customer. Each Order will he subject to and governed in all res pee ts by
(a)these Terms and Conditions.and(b)rl applicable Customer's Credit application and account a`recnnenl. Each Order,together with these Terms and Colid'Botts
and,if applicable Customer's credit application and account agreement.may be referred to collectively as the"Agreement"
2.PRICES:NIKE may correct ivpographical or other errors in pricing.may reduce or cancel any discounts previously offered to Customer,and may change its
prices at any lime.Each Order will be invoiced at the pricer prevarhng al the lime that Order is fully recorded into NIKE's central ordering system.Nothing
contained herein shall obligate Customcr to resell the Product at any particular price or On any specific terms and conditions notwithstanding suggosted rctail prices
published by NIKE,if any
3.Tf.RNIS OF SALE:Customcr will pay for all Product by the dale specified on NIKI"s invoice,or if none is specified.within 30 days alter the date of That
unvuicc.An_v sum not paid when due is subject to it service charge of I.il7 per month m the maximum rate permitted by law.whichever is lower.The ann(mnt
rellected in each NIKE invoice will be deemed to be an account slated unless Customer disputes the amount of that invoice in writing within 30 days after the date
thin invoice is due.Customer will pay the undisputed portion of each invoice. NIKE has the right to apply ppavmenis it receives front Cuslonner kit any ul
Customer's invoices and to disregard Customer s instructions to apply payment to any specific invoice. In Xe event Customer is indehicd to NIKE Or to any NIKE
affiliate.that debt may be onset against credits otherwise owing to Customer to reduce ur 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 arc not comparable to the items that were ordered.Customer may submit to NIKE a rc(uost 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.�IKE will not issue any relunds 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(;floss until
recai n by NIKE at the designated return destination.R6stocking fees may apply.Any items that are returned without NIKE's approval will be disposed of by
NIKF unless Custonler prepays shipping ousts for their return to Customer.
6.CUSTOMER'S COVENANTS:
A.Die dgaplies to Customers that are approved to sell Product ar o plmsical 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
consunners physically present at such store location who arc 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 Custunter may advertise Product through those channels to create or enhance consumer awareness of
Product performance features and/Or indicate the availability of Product aft an authorized store location so long as Customer complies with Section 9 below.
Customer will at all limes provide clean,modern and adequate retail ou(let(s)necessary for the proper merchandising and selling of'Product.
B.The lallotrin,r a/t�ilies to Customers that are approved to sell Product oft a website.
INTERNET SAL,S-If NIKE approves Cuslonner for Internet sales.then Customer is authorized to sell Product to retail consunners via the Internet only front the
website or websites identified in the Credit Application or otherwise approved by NIKE in writing(the"Authorized Websne(s)")and to deliver that Product only to
consumers with mailimg 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.
(h) The Authorized Wcbsite(s)will not link to.or provide data feeds tit,any transactional wchsitc,or permit any transactional wchsile to link to the
Authorized Website(s). For purposes of this Section 613(b).a"transactional website"nneans a shopping portal.onlutC marketplace,or other site which cithcr(I)is
capable of accepting orders front consunnrs.or(ii)creates the perception that orders are accepted on t e site.even if the consumers arc in fact redirected to other
websites for order placement. The terns"transactional website oxcludes wehsites which aggregate images and information about nnorchandise without conducting
sales transactions.
(c) The Authorized Website(s)will have features and functions than are standard in the industry,inClu(lin!the ability to:(i)confirm availability or
unavailability of NIKE Product at the little the retail ConsunnCr places-his Or her order.(ii)accept all nt;(jog cre(rt cards.(iii)ship within standard tittle frames with a
choice of overnight,second day air and ground delivery.and(iv)allow retail consunners 10 search the Authorized Websile(s)and to navigate to a NIKE"concept"
shop in the form-of a Web page featuring all Product tfiat Customer sells on the Authorized WChSitC(S)(except for discounted goods,which must be presented on a
separate discount page).
(d) Customer will at all times provide pronep I.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)pernnit any fulfillment house or any other third party to till consumer orders
placed through the Authorized Website(s):Or(ii)(iii)use certain trademarked terms.as designated by NIKE.in nnetadata:or(iv)purchase certain trademarked
ternns.as designated by NIKE.as Internet search terms:or(v)use any NIKE trademark in any donnan nanne or URL address.
C.The lbllotrim"apldies to Customers that are approved/tar a tiotr retail arcoanl.
If NIKE approves Customer for a non-retail account.Customer will distribute Product at no cost to the teams,players and spoils participants.and other groups or
individuals specified by NIKE or will sell at no prof-it(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 c-tailor,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(h)purchase or sell.offer to sell.or distribute(including at no cost).counterfeit NIKE goods:or(c)purchase authentic NIKE Roods from any third arty:or(d)
purchase any NIKE Product front.or sell or offer to sell Product on behall of or fur the account of.,any other third party:or(c)if'NIKE sets a Munch(late for a
particular NIKE Product,sell that product prior to the date and little stated by NIKE:or(I) collect or use any sensitive personal data about Consumers other than in
compliance with industry best practices for security standards,and applicabfe law.
b.CUSTOMER'S GENERAL REPRESENTATIONS,WARRANTIES AND OBLIGATIONS:
(a)Customer will at all times:ti)use security measures to protect credit card and other personally identifiable information front 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 nunimmrn sales volume established by NIKE front time to tinto:(v)establish
and maintain.independently andin canJunction with NIKE,advertising and nnarkctim*policies and methods that emphasize the quality and perfornnance of the
Product:and(vi)comply with applicable law in connection with perfornnance 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(it it wishes to
purchase Product solely for business proposes and not for personal.I:amily or household purposes:and(ii)the most recent financial information provided by
Cuslonner is true.accurate and complete as of the dates indicated in that information and that there has been no material adverse change in Customer's business,
prospects or financial condition since those dates.
Page 2 of 4
N I KE G O LF Customer Number: 272920 Invoice Number: 948715675
Nike Order Number: 863708379 Invoice Date: 03/12/2013
INVOICE Nike Delivery Number: 303681110 Terms: Net 60
Customer PO No: REWARDS Terms begin as of: 03/12/2013
Ordered by: Due Date: 05/11/2013
DUNS#:05-095-7364 Ordered on: 12/02/2012 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
Shipped From: Nike Golf: Memphis
Date Shipped: 03/12/2013
Order Type: Futures Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 13.030; 1.170;
Bill of Lading Number:
Pro number:
Tracking Number: 217508270586685;217508270597087;
Packing list Number: 15437513
Number of Cartons: 2
Special Label Instructions:
Ship-to ID:272920
Store ID:272920
Wholesale Amount Sales Net of Discount Freight Total
525.00 446.18 18.09 464.27
Page 4 of 4
(c) Customer has received and reviewed Nike's policy regarding Gilts.Gratuities and Other Payments.available front Nike upon request. CUSIUmtCI'shalI not
take any action that could reasonably be expected to violate the policy or induce a Nike cmplovee to violate the policy. In particular.but without limiting the
prececdiing sentence.Customer shall iiol(a)give a cash Lift in any amount to a Nike employee.(h)give a non-cash gilt worth more than$200 to a Nike cmplovee.
or(c)give a gift of anv kind to any relative.Iricnd.associate or charitable organization favored by a Nike ennplovice if there is any implied expectation of a return
favor.
9.TRADEMARKS:Customer acknowlcclucs NIKE's sole ownership of and exclusive right,title and interest in and to the name"NIKE."the name".Jordan."the
NIKE Swoosh loco design.the.Jordan"JUrnpman"logo,and all other trademarks owned by NIKE or its affiliates("tile NIKE Trademarks.")Customer recognizes
that the NIKE Trademarks possess substantial goodwill and agrees that it will not use or display NIKE Trademarks to a manner that would disparage or damage
them.or represent that it has anv 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.COSIOm1Cr will comply with NIKE's latest trademark usage guidelines.which NIKE may provide and circulate from tinnc to
tine.as well as any other policies governing the use of(i)NIKE logos and other trademarks.anal ii)product and athlete images and other copyrighted materials.
Upon request by NIKE.Customer will stthntil 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 live 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 NIKETrade narks in combination with other trademarks.Customer will notify NIKE in writing of anv inh'ingemcnt or improper use of the NIKE Traclentarks
that cones to its attention. CUSIOnI r acknowledges and agrees that the NIKE Trademarks and the NIKE reputation for qualitV are exu'eme1V valuable to NIKE.
and that NIKE_does not authorize Customer to sell any daraecd or defective NIKE Product. Accordim�ly.CUStOIIICF agrceS that NIKE.Product which may be
damaged or defective.for any reason.shall be.at NIKE's so*elect ion.eithet-returned to NIKE or disposed of acccxding to NIKE's instructions. NIKE mid its
agents shall have the right to witness such destruction.
10.LIMITED REMEDY;DISCLAIMER OF IMPLIED WARRANTIES: If anv Product is delective.NIKE's sole and exclusive liability no Customer will be.
at NIKE's election.if the defect is material.to either fa)re4dace that defCCnlvC Product or(h)refund the amount Customer paid NIKE for that defective Product.AS
BETWEFN CUSTOMER AND NIKE.NIKE EXPRESSLY DISCLAIMS ALL REPRF.SF,NTATIONS AND WARRANTIES.EXPRESS AND IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE.TITLE AND NONINFRINGEMENT.
11.LINIITATION ON DANIAGES AND ACTIONS:NIKE WILL NOT BE LIABLE,FOR ANY LOSS OF PROFIT.INTERRUPTION OF BUSINESS OR
ANY SPECIAL.CONSEQUENTIAL,INCIDENTAL.INDIRECT.SPECIAL,EXEMPLARY OK 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 FARLIER OF THE DATE OF DELIVERY OF THE NIKE PRODUCT OR THE DATE OF THE ORDER GIVING RISE TO
THE CLAIM. IN N(.)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 nee*licence and strict liability).or any other theory
12.NIODIFICATION:NIKE nanv 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 al the line Customer subunits that Order.Accordingly.Customer will review the then-current version of the Ternts and Conditions(available at
the Nikc.net wcbsite.in the cataloLUC.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. Nun-Disclosure. Customer acknowled-cs that it may have access to information owned or controlled by NIKE or NIKE's Affiliates disclosure of which would
cause substantial or irreparable harm to NICE("Confidential Information.")Confidential Information includes the NIKE's marketing plans.information regarding
future releases of NIKE Product and any other non-public material disclosed to Customer or to which CIIS(mner gains access.Customer shall protect NI KH's
Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential inlormation or trade
secrets.but in any event no Icss 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 panty.
B. Publicih Restrictirnns. Customer will immediately notify NIKF,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 c1uestions or gee 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 fix publication in film,television.radio.print or online media.
including bdogging.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. /clew.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 gaits to NIKE an irrevocable license to use such materials.without
compensation to Customer:and Iii)NIKE is under no obligation to use such plans.ideas.or other materials.or to commercially exploit them in any territory.
14.SEV ERA KILITY\WAIVER\CONSTRUCTION:If a cows 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 wanvcr or otherwise modify,the Agrecnnent,and a party's waiver of any right related to the Agreement on one
occasion will not v<�aive any other right,constitute a continuing waiver or waive that right on any other occasion.CLISIOnnerbas had the opportinity to consult with
its attorney in connection with thesc�TCrnts 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'1 TES\GOVERNING LA\N'\FORUNI SELECTION:Cuslonter will p•ry all costs.collection agency fees.expenses,rcasonahle auorncy fees
(whether incurred prior to.al trial or on appeal)incurred by NIKE in connection with the collection of any past due sunts.'Thc Agrecntent and all disputes arsine
out of the Agrecntent or out of the relationship between NIKE and Customer.will he governed by the laws of the slate of Orcgcu. THE UNITED NATIONS
CONVF..NVON ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer irevocablv consents to the jurisdiction of
the state and federal cowls located in the state of Orel on 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.('ustonler 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 Poi either Customer or NIKE to perform its ohligations under the Agreement as a result of fire.flood,
earthquake,or other natural disaster,than party's performance may be delayed Ibr the duration of the force majeure event,except that nothing in this Section 16 will
excuse Custumer 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 Li t,nnerger.operation of law,by contract,or otherwise,will be decncd an assignment for
ppur44�oses of this Section.Any attempted assignment or delegation by Customer will be void. NIKE may grant,withhold or condition its consent to asst anent in
NII<E's sole discretion. If NIKE authorizes an assignment or delegation.that authorization will not release Customer front any of its obligations under tic
Agreement unless(a)the authorization expressly releases Cuslonter:(b)the assignee or delegate agrees in writing to be hound by the AgrecntenC and(c)any
agreement between Customer and the assignee ur delegate states that NIKE has the right to enforce Customer's nghts 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
OF 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 it 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 nnattcr and
supersedes prior and contemporaneous oral and written agreements.connntitnncnts and understandings concerning that suhiect matter.
Page 3 of 4
NIKE GOLF 6/ Customer Number: 272920 Invoice Number: 948715676
Nike Order Number: 863708379 Invoice Date: 03/12/2013
INVOICE Nike Delivery Number: 303681110 Terms: Net 60
Customer PO No: REWARDS Terms begin as of: 03/12/2013
Ordered by: Due Date: 05/11/2013
DUNS#:05-095-7364 Ordered on: 12/02/2012 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
MAIL TO DELIVER GOODS TO
CITY OF CARMEL CITY OF CARMEL
BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY
12120 BROOKSHIRE PKWY 272920
CARMEL IN 46033-3314 BROOKSHIRE GOLF CLUB
CARMEL IN 46033-3314
Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total
Product Code Ordered Shipped Unit Price Price
518011-100 SUN BUCKET M/L EA 3 3 15.00 12.75 38.25
"Subtotals 3 3 45.00 38.25 38.25
Shipped From: Nike Golf: Memphis
Date Shipped: 03/12/2013
Order Type: Futures Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 13.030; 1.170;
Bill of Lading Number:
Pro number:
Tracking Number: 217508270586685;217508270597087;
Packing list Number: 15437513
Number of Cartons: 2
Special Label Instructions:
Ship-to ID:272920
Store ID:272920
04
Wholesale Amount Sales Net of Discount Freight Total
45.00 38.25 0.00 38.25
All Nike USA,Inc.products are sold FCA(Free Carricr-Shipping Point)and payment terms are calculated front invoice date unless specifically noted otherwise by
Nike. A service charac of I %z%, per month will be charRedon all past clue invoices. Anticippation discounts are not allowed. No returns without prior
authorization from Nikc. ShortaUc 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")ofTers certain goods bearing_NIKE Trademarks(asdel-ined below)("Product")for sale to retailers that have been authorized by NIKE to
make purchases of such Product("Customicrs.") By srl>mitling an order to NIKE(each.an"Order"),Customer aLm-ecs that such Order will be governed 6v the
terms and conditions of'sale("the Terms and Conditions")in clfcct al the lime the Order is submitted. The Terms and Conditions that are cmrcnl as of'.luly I.2011
are set f<nrth below.
1.ORDERS:All Orders submitted by Customer are subject to acceptance by NIKE.The preparation 01'a purchase order by it sales representative of NIKE.the
submission by Customer of a purchase order to NIKE,oi-the acknowledgement by NIKE of reccrpl 01'a purchase order(Order"confirmation")shall not constitute
NIKE's acceptance ol'that Order.NIKE may in its sole discretion accelf all or anv part oI'an(.)]-der or substitute comparable Product for the items that were
ordered,in either case by shipping Produce.NIKE:may at any time refuse to ship Product lit-any reason,even it'NIKE has received payment 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
CUSI0111Cr for Orders.and determine how to allocate Product anxmg Customer and NIKE's other customers.Accordingly,NIKE reserves the right to discontinue
Product lines and to make changes in goods offered at anv time.Unless Customer complies with Section 5 regarding returns,Customer will he deemed to have
accepted those substitute g00ds`01l the terms outlined in NIKE's invoice.NIKE may cancel an Order at anv ume 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 ntav not cancel an Order alter 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 relv on any other written or
telephonic request or notice given by a person that appears to be an employee or agent of Customer. Each Ordu will be suhjcct fo and governed in all respects by
la)these Terms and Conditions.and(b)it applicable,Customer's credit application and account agreement. Each Order,toy*Clher with these Terms and Conditions
and,il'applicable Customer's credit application and account agreement.may he,rcfentd to collectively as the"Agreement"
2.PRICES:NIKE may concct typographical or other errors in pricing,may reduce or cancel anv discounts Inrev,ous[v offered to Customer.and may change its
prices, any time.E:rc(n Order rvrll be invoiced at the pricer pmvarhng at the time that Order is fully recorded into NIKE's central orderinY system.Nothin
contained herein shall ohliLatC Customer 10 resell the Product al any particular price or on any specific terms and conditions notwilhstanduv=suggested retail prices
Published by NIKE-it arty`
3.TERMS OF SALE:CUSlolner will pay for all Product by the date specified on NIKE's invoice,or it none is specified.within 30 days atter the date of that
invoice.Any surn 1101 paid when due is subject to a service charge of 1.5ch per month or the maxinuun rate permitted by law.whichever is lower.The amount
reflected in each NIKE invoice will be decined to be an account stated unless Customer disputes the amount of that invoice in writing within 30 days after the dale
that invoice is due.Customer will pav the undisputed portion of each invoice. NIKE has the right to apply 44�aymenls it receives Ir0n1 Custorner to any of
Customer's invoices and to disregard Customer s instructions to apply payment to any specific invoice. ►n t}ne event Customer is indebted to NIKE or to any NIKE
affiliate-that debt nrry be olTset 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 lot-any
loss resulting Irom any delay in shipping or failure to ship.
i.RETURNS:Product that was shipped in accordance with the specifications in the Order is not returnable.If Cuslomcr wishes to return Products based on a
claim that lhev are defective or that they are not comparable to the items that were ordered.Customer ntav submit to NIKE a reynest for return:provided,however.
that NIKE wifl not approve of return requests received by NIKE 30 days or more after delivery of those Products to Customer.NIKE will not issue anv 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 ol'loss until
receipt by NIKE at the designated return destination.Kestocking fees may apply.Any items that arc returned without NIKE's approval will bU disposed of by
NIKE unless Customer prepays shipping costs fur their return to Custorner.
6.CUSTOMER'S COVENANTS:
A.The fullon in,applies to Customers that are approved nh sell Product at it 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 by NIKE;in writing.Cuslomcr will not(a)sell Product
under any store mane or at anv 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 arc�prl�urchasing for their personal use and not for resale:or(c)accept orders or sell Product through the
Internet,c-marl or anv other electronic channel-except that l nS,onicr ntav advertise Product through those Channels to create or enhance consumer awareness of
Product performancc features and/or indicate the availability of Product at an authorized store location so long as Custorner Complies with Section 9 below.
Customer will at all times provide clean,modern and adequate retail outicl(s)necessary for the proper merchandising and selling of Product.
B.The lirlhm'ut,,aJflies ho Cusunners that are approved to sell Product on a website.
INTF,RNET SAL ,S-II'NIKE approves Customer for Internet saes,then Customer is authorized to sell Product to retail consumers via the Internet onlv 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 ol'anv other person or entity.
(h) The Authorized Website(s)will not link to.or provide data feeds to,any transactional wehsile.or permit any transactional website to link to the
Authorized Website(s). For purposes of this Section 6R(b),a"transactional website"means a shoppim_portal.online marketplace,or other site which either(i)is
capable of acce tin!orders from Consumers.or(ii)creates the Perception that orders are accepted on 16e site.even it the consurncrs are in fact redirected to other
wUbsttcs for order placcnenl. 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 abilitv lo:(i)confirm availability or
unavailability of NIKE Product at the tine the retail Consumer places his or her order.(ii)accept all major crCL it cards,(iii)ship within standard time frames with a
choice of overnight,second day air and a round 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 Wch page fe:ltur 11�'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 prot Iept.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 Websitels):or lief(iii)use Certain trademarked terms,as designated by NIKE-in mctadata: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%nl6nrm,,al ties to Cusmmers that are approved for a una-retail arc:ntml.
If NIKE approves L�ustorer for a non-retail account.Customer will distribute Product at no cost to the learns,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 ol'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 11 no cost),counterfeit NIKE goods:or(c)purchase authentic NIKE nods from any third-party;or(d)
purchase any NIKE Product from,or sell or oficr to sell Product on behalf of or for the account of,any other third party:or(c)itY:MKE sets a launch date for a
particular NIKE Product.sell(hat 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,WARRANf1ES AND OBLIGATIONS:
(a)Customer will at all tines:(i I use securFIV measures to protect Credit card and other personal[\,identifiable information Iron 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 alter the retail sale of
produce(iii)vigorously encourage the retail sale of Prodael:liv)meet or excCCd any nunununl sales volume established by NIKE From lime to time:(v)establish
and maintain.independently andin conjunction with NIKE.advertising and markcnm=policies and methods that ennphasize the quality and pertormance of the
Produce and(vi)comply with applicable law in connection with performance of its obligations under the Agreement.
(b)Customer represents and warrants,and each firne Customer submits an Order.Customer will be deemed to have represented and warranted,that(i)it wishes to
Ourchase Product solely Inn'business purposes and not for personal,family or household purposes:and(ii)the most recent financial information provided by
Customer is truC.accurate and complete as of the dates indicated in that information and that there has been no material adverse change in Customers business,
prospects or financial condition since those dates.
Page 2 of 3
. . N1KEGOLF &/ Customer Number: 272920 Invoice Number: 948715677
Nike Order Number: 863708384 Invoice Date: 03/12/2013
INVOICE Nike Delivery Number: 304266572 Terms: Net 90
Customer PO No: COLTS Terms begin as of: 03/12/2013
Ordered by: Due Date: 06/10/2013
DUNS#:05-095-7364 Ordered on: 12/02/2012 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
MAIL TO DELIVER GOODS TO
CITY OF CARMEL CITY OF CARMEL
BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY
12120 BROOKSHIRE PKWY 272920
CARMEL IN 46033-3314 BROOKSHIRE GOLF CLUB
CARMEL IN 46033-3314
Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total
Product Code I Ordered Shipped Unit Price Price
452505-491 TECH CORE STRIPE P M EA 1 1 27.50 36.12 36.12
L EA 2 2 27.50 36.12 72.24
XL EA 2 2 27.50 36.12 72.24
2XL EA 1 1 27.50 36.12 36.12
"Subtotals 6 6 165.00 216.72 216.72
482196-491 1/2-ZIP THERMA-FIT M EA 1 1 32.50 40.87 40.87
L EA 2 2 32.50 40.87 81.74
XL EA 2 2 32.50 40.87 81.74
2XL EA 1 1 32.50 40.87 40.87
"Subtotals 6 6 195.00 245.22 245.22
509167-100 NIKE VICTORY POLO M EA 1 1 25.00 33.75 33.75
L EA 2 2 25.00 33.75 67.50
XL EA 2 2 25.00 33.75 67.50
2XL EA 1 1 25.00 33.75 33.75
"Subtotals 6 6 150.00 202.50 202.50
509169-491 TECH CORE COLOR BL M EA 1 1 27.50 36.12 36.12
L EA 2 2 27.50 36.12 72.24
XL EA 2 2 27.50 36.12 72.24
2XL EA 1 1 27.50 36.12 36.12
"Subtotals 6 6 165.00 216.72 216.72
VAS Customer Charges included in Net Unit Price
U0�
All Nike USA.Inc.products are sold FCA(Free Carrier-Shipping Point)and payment terns are calculated from invoice date unless specifically noted otherwise by
Nike. A service charge of I %z°/n er nwnth will he char-c& all past due invoices. Anti cippation discounts are not allowed. No returns without prior
authorization from Nike. Shortage claims must he made witEin 30 days of receipt. All collection fecs and costs nwst be paid by purchaser. Detailed terms and
conditions on reverse side of page 1.
Please remit to: NIKE USA, Inc.
PO Box 847648
Dallas 75284-7648 US
Page 1 of 4
NIKE USA.Inc.
TERMS AND CONDITIONS OF SALE
NIKE USA,Inc.("NIKE,")offers certain goods bearing NIKE.Trademarks(asdefined below)("Product")for sale to retailers that have been authorized by NIKE_to
make purchases of'such Product("Customers.") By 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 acknowlcdganent by NIKE of recerpl of a purchase order(Order"confirma(ion")shall not constitute
NIKE's acceptance of That Order.NIKE may in its sole discretion accept all Orally part of an Order or substitute COIllparablc Product for the items that were
ordered.in either case by shipping Product.NIKE may a(any time refuse to ship Product for any reason.even if NIKE has received payment for the applicable
Order and/or has confirmed tlhat Order on NIKE.nel 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 amonL,Customer and NIKE's other customers.Accordingly.NIKE reserves the right to discontinue
product lines and to make changes in goods oftered at any time.Unless Customer complies with Section�regarding returns.Customer will be deemed to have
acccpic(I those substitute goods on the terms outlined in NIKE's invoice.NIKE may cancel an Order at anv ume because the Order contains an incorrect price.
requests Product that Cusronter is not authorized to sell.or for any other reason,even if NIKE has acknowledged or confirmed than Order ur 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 alter its
acceptance by NIKE.Any Order that conflicts with or that includes provisions(other than item and quantity)in addition to lhese'terms and Conditions will have
no force or eftecl to the extenl it is inconsistent or includes additional terms.NIKE will be entitled to accept any Order and to rely on any other written or
telephonic requcsl or notice given by a person that appears to he 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)d applicable.Custonrer's Credit application and account agreement. Each Order,to*ether with these Terms and Conditions
and,tl applicable Customers credit application and account agreement.may be referred to collCClively as the"Agreement"
2.PRICES:NIKE May correct u-wgraphical or other errors in pricing.may rC(hace or cancel any discounts previously ottcre(I to Customer,and may change its
prices at any time.Each Order will be invoiced at the prices prevailing at the lime that Order is fully recorded into NIKE's central ordering system.Nothing
contained herein shall obligate Customer to resell the Product at any paricular price or on any specific terms and conditions notwithslandhng suggested retail prices
published by NIKE,it any.
3.TERMS OF SALE:Customer will pay for all Product by the date specified on NIKE's invoice,or if none is specific(],within 30 days after the(late of that
invoiCC.Any sum not paid when due is suh)cct to a service charge of 1 50/v per month or the maximum rate permitted]by law..whichcver is lower.The anwunt
reflected in each NIKE invoice will be deemed to be an account stated unless CUS(Omei'(disputes the amount of that invoice in writing within 30 clays after the date
that invoice is due.CUStOrncr will pay the undisputed portion of each invoice. NIKE has the right to apply payments it receives from CUSIOmeI'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'Cuslomer 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 reynest 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
reed t by NIKE at the designated return destination.Restocking fees may apply.Any items that are returned without NIKE's approval will he disposed of by
NIKE unless Customer prepays shipping costs for their return to Customer.
6.CUSTOMER'S COVENANTS:
A.Thefidlawin,g applies to Customers dint are upprared to sell Product(it it ph sic al 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 idenuficd in this Credit Application or,in
the case of nmltiple 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 arc 4wrchasing for their personal use and not for resale:or(c)accept orders or sell Product through the
Intern et.e-marl or any other electronic channel,except that Customcr 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 fnllaarin,g ag1lie.c to Customers that are approved Ice.call Product on a website.
INTERNET SAL LS-VNIKE 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"Authorize(]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 wchsite"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 trig site.even if the consumers are in fact redirected to other
wcbstes for order placement. The term"transactional website excludes websites which aggregate nnages and information about merchandise without conducting
sales transactions.
(c) The Authorized Website(s)will have features and functions that are standard in the industry,including the ability to:(i)confirm availability or
unavailability of NIKE Product at the time the retail consumer places his or her order.(ii)accept all major credit cards.(iii)ship within standard time frames with a
choice of overnight.second day air and ground delivery,and(iv)allow retail consumers to search the Authorized Website(s)and to navigate to a NIKE"concept"
shop in the form of a Web page featuring all Product that Customer sells on the Authorized Website(s)(except for discounted goods,which must be presented on a
separate discount page).
(d) Customer will at all times provide prompt.effective and courteous customer service by telephone for consumers purchasing Product from the Authorized
Website(s)and for other visitors to that or those Website(s).Customer will not(i)permit any fulfillment house or any other third path to fill consumer orders
placed through the Authorized Website(s):or(ii)(iii)use certain trademarked terms.as designated by NIKE.in nuetadata:or(iv)purchase certain trademarked
terms,as designated by NIKE,as Internet search terms:or(v)use any NIKE trademark in arty domain nano or URL address.
C.Vle fnllorrin,g o1 rlies to Customers that are apprareel for a non-retail accnant.
If NIKE approves Customer Aar a non-retail account.Customer will distribute Product a(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 Slates(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-ruler.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.otter to sell,or distribute(including at no cost).counterfeit NIKE goods:or(c)purchase authentic NIKE goods from any third ppacv: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)&NIKE sets a munch daate 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 indusury best practices for security standards.and applicabfc law.
S.CUSTONIER'S GENERAL REPRESENTATIONS,WARRANTIES AND OBLIGATIONS:
(a)Customer will at all times:(1)use security mCasures to 44a rot, I credit card and other personally identifiable information from unauthorized access or use in a
manner consistent with industry best practices and a piw le law:(ii)render full.prompt.effective and courteous service before,during and after the retail sale of
ProdnCL(iii)vigorously encourage the retail sale of Product:(iv)meet or exceed any nnnimunu sales volume established by NIKE front lime 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
Produce and(vi)Comply with applicable law in connection with performance of'its obligations under the Agreement.
(h)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
uslonrer is true.accurate and complete as of the dates indicated in that information and that there has been no material adverse change in Customer's business.
prospects or financial Condition since those dates.
Page 2 of 4
. . NIKE GOLF 4/ Customer Number: 272920 Invoice Number: 948715677
Nike Order Number: 863708384 Invoice Date: 03/12/2013
INVOICE Nike Delivery Number: 304266572 Terms: Net 90
Customer PO No: COLTS Terms begin as of: 03/12/2013
Ordered by: Due Date: 06/10/2013
DUNS#:05-095-7364 Ordered on: 1210212012 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
Shipped From: Nike Golf: Memphis
Date Shipped: 03/12/2013
Order Type: Futures Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 18.190;
Bill of Lading Number:
Pro number:
Tracking Number: 58413370060098;
Packing list Number: 15478099
Number of Cartons: 1
Special Label Instructions:
Ship-to ID:272920
Store ID:272920
Wholesale Amount Sales Net of Discount Freight Total
675.00 881.16 11.49 892.65
Page 4 of 4
(c) Customer has received and reviewed Nike's policy regarding Gills,Gratuities and Other Paviuents,available Ironu Nike upon request. Customer shall not
lake any action that could rcasOnahhv he expected to violate the policy or induce a Nike employee to violate the policy. In particular,bill 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 gill worth more than$200 to a Nike employee.
or(c)give a gift of any kin(I to any relative.friend.associate Or charitable organization lavof I by a Nike cniploye�L%it there is any implied expectation of a return
faVOF.
9.TRADEMARKS:CLISIOInCr acknowledges NIKE's sole ownership ol'and exclusive right.title and interest in and to the name"NIKE,"the naunc".Jordan,"the
NIKE Swoosh logo design,the.lordan".luntpman"logo,and all other trademarks owned by NIKE:or its affiliates("the NIKE Trademarks.")Customer recognizes
that the NIKE Tradcmails 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 he owned exclusively by NIKE.Customer will comply with NIKE's latest trademark usage=
. . N 1 KE G O LF ✓ Customer Number: 272920 Invoice Number: 948715679
Nike Order Number: 863708365 Invoice Date: 03/12/2013
INVOICE Nike Delivery Number: 479710275 Terms: Net 90
Customer PO No: REWARDS Terms begin as of: 03/12/2013
Ordered by: Due Date: 06/10/2013
DUNS#:05-095-7364 Ordered on: 12/02/2012 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
MAIL TO DELIVER GOODS TO
CITY OF CARMEL CITY OF CARMEL
BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY
12120 BROOKSHIRE PKWY 272920
CARMEL IN 46033-3314 BROOKSHIRE GOLF CLUB
CARMEL IN 46033-3314
Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total
Product Code Ordered Shipped Unit Price Price
483908-010 NEW TOUR KNIT CAP MISC EA 3 3 13.00 11.70 35.10
**Subtotals 3 3 39.00 35.10 35.10
483908-10.0 NEW TOUR KNIT CAP MISC EA 3 3 13.00 11.70 35.10
**Subtotals 3 3 39.00 35.10 35.10
510606-010 TOUR FLEX-FIT CAP M/L EA 3 3 15.00 13.50 40.50
**Subtotals 3 3 45.00 40.50 40.50
510606-100 TOUR FLEX-FIT CAP M/L EA 3 3 15.00 13.50 40.50
**Subtotals 3 3 45.00 40.50 40.50
510606-320 TOUR FLEX-FIT CAP M/L EA 3 3 15.00 13.50 40.50
**Subtotals 3 3 45.00 40.50 40.50
510606-406 TOUR FLEX-FIT CAP M/L EA 3 3 15.00 13.50 40.50
**Subtotals 3 3 45.00 40.50 40.50
510606-694 TOUR FLEX-FIT CAP M/L EA 3 3 15.00 13.50 40.50
**Subtotals 3 3 45.00 40.50 40.50
510606-805 TOUR FLEX-FIT CAP M/L EA 3 3 15.00 13.50 40.50
**Subtotals 3 3 45.00 40.50 40.50
510607-010 TW TOUR CAP M/L EA 3 3 15.00 13.50 40.50
**Subtotals 3 3 45.00 40.50 40.50
510607-100 TW TOUR CAP M/L EA 3 3 15.00 13.50 40.50
"Subtotals 3 3 45.00 40.50 40.50
510640-010 CONTRAST STITCH CA MISC EA 3 3 10.00 9.00 27.00
"Subtotals 3 3 30.00 27.00 27.00
510640-047 CONTRAST STITCH CA MISC EA 3 3 10.00 9.00 27.00
"Subtotals 3 3 30.00 27.00 27.00
510640-100 CONTRAST STITCH CA MISC EA 6 6 10.00 9.00 54.00
"Subtotals 6 6 60.00 54.00 54.00
510640-453 CONTRAST STITCH CA MISC EA 3 3 10.00 9.00 27.00
�LOOU
All Nike USA.Inc.products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by
Nike. A service charee of I %2% per month will he chareerl on all past due invoices. Anticipation discounts are not allowed. No returns without prior
authorization from Nikc. ShortaLc claims must be made within 30 days of receipt. All collection tees and costs rnust be paid by purchaser. Detailed terms and
conditions on reverse side of page 1.
Please remit to: NIKE USA, Inc.
PO Box 847648
Dallas 75284-7648 US
Page 1 of 4
NIKE USA,Inc.
TERNIS AND CONDITIONS OE SALT:
NIKE.USA.Inc.("NIKE")offers certain goods bearing NIKE.Trademarks(aselelined below)("Product")for sale to retailers that have been authorized by NIKF.to
make purchases of such Product("CUSIm1'1crs.") By submitting an order to NIKE(each,an"Order").Customer agrees that such Order will be governed 6v the
terns and conditions of sale("the Terms and Conditions")in effecl al the lime the Order is submitted. The Terms and Conditions that are count as of.luly 1.2011
are set forth below.
L ORDERS:All Orders submitted by Customer are subject to acceptance by NIKE.The prcpat;uion of a purchase order by a sales representative of NIKE,the
submission by Customer of a purchase order to NIKE,oi'the acknowledgement by NIKE of receipt of a purchase order(Order"confirmation")shall not constitute
NIKF.'s acceptance of that Order.NIKE may in its sole discretion accept all or any part ol'an Order or substitute construable Product for the itens that were
ordered.in either case by shipping Product.NIKE may at any lime refuse to ship Product for any reason•even if NIKF 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 availabble to
Customer for Orders,and determine how to allocate Product among Customer and NIKE's other customers.Accordin*ly.NIKE reserves the right to discontinue
product lines and to make changes in goods offered at any lime.Unless Customer complies with Section S regarding returns.Customer will be cemcd to have
accepted those substitute goods'-on the(erns outlined in NIKE's invoice.NIKE may cancel an Order at any lime because the Order contains an incorrect price.
requests Product that Customer is not authorized to sell,or lilt-any other reason,even if NIKE has acknoswledged 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 Cuslomler's account.Customer may not cancel an Order alter us
acceptance by NIKE.Any Order that conflicts with or that includes provisions(other than item and quantity)in addition to these Terns and Conditions will have
mo force or effect to the exlent it is inconsistent or includes additional terms.NIKE will be entitled to accept any Order and to rely ern 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
Ia)these Terms and Conditions,and(b)d 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:NIKF.,may correct typographical or other errors in pricing,may reduce or cancel any discounts 4Nreviously offered to Customer,and may change its
prices al any lime.Each Order will he invoiced at the prices prevailing at the lime that Order is fully recorded into NIKE's central ordering system.Nothing
contained herein shall obligate Custom Product to resell the at any partspecific particular price or on any spe terms and conditions notwithstanding suggested retail prices
published by NIKE.if any.
3,TE,R19S OF SALE:Customer will pay lot-all Product by the date specified ern NIKE's invoice.or if none is specified,within 30 clays after the date of fhaf
invoice.Any sum not paid when clue is subiecl to a service charge of I.Sii,per month or the maximum talc permitted by law.whichever is lower.The amount
reflected in each NIKE invoice will be IICI'llld'll to be an account slated unless Customer disputes file amount of that invoice in writing within 30 clays after the dale
that invoice is due.Customer will pay the undisputed portion of each invoice. NIKE has the right to apply Q4vIlicnis it receives from Customer to anv of
Customer's invoices and to disregard Customer s instructions to apply payment to any specific invoice. In the ewenl Costumer is indebted to NIKE.or to anv NIKE
affiliate,that debt may he offset against credits otherwise Owing to Customer to reduce or eliminate the credit.
4.SHIPPING;RISK OF IASS;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 haled 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 Oroducts to Customer.NIKE will not issue any relo ads 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 assts for their return to Customer.
6.CUSTOMER'S COVENANTS:
A.The fi41mving applies to Customers that are approved to.cell Product at a p1m ical Store loceitina(a "brick and morim'store).
STORES-Except as expressly permitted in subsection 613 and/or 6.0 below,or when otherwise approved by NIKE in writing.Customer will not(a)sell Product
under any store name or of anv 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 wall shipped(assuming it was an approved location):(h)sell Product other th:ait t',retail
consumers physically present at such store location who arc purchasing for their personal use and not for resale:or(c)accept orders or sell Product thrnr�h the
iniernet.e-marl 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 outlets)necessary for the proper merchandising and selling of Product.
B.The li llm-in,al/�zlies to Customers that are approved to sell Product on a srevhsile.
INTERNET SAL h,S-If NIKE approves Customer for Internet sales.then Customer is authorized to sell Product to retail consumers via the Internet only from the
websrfe or svehsites 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 Wehsite(s)will not link to.or provide data feeds to.any transactional websile,or permit any transactional websile to link to the
Authorized Website(s). For purposes of this Section 613(6),a"transactional we6site"means a shopping portal,online marketplace.or other site which either(r)is
capable of accepting orders Iron consumers,or(it)creates the 1crception that orders are accepted ern tKe sue.even if the consumers are in fact redirected to other
swebsites for order p-laccttcnl. The term"transactional websile excludes websites which aggregate images and information about merchandise without conducting
sales transactions.
(c) The Authorized Website(s)will have features and functions that arc standard in the industry including the ability to:(it confirm availability or
unavailability of NIKE Product at the little the retail consumeer places his or her order.(ii)accept all major crettiit cards.(iii)ship within standard lime frames with a
choice of overnight.second day air and ground delivery.and(iv)allow retail consumers iu search the Authorized Websitc(s)and to navigate to a NIKE"concept"
.hop in the lorro of a Web page featuring*all Product that Customer sells on the Authorized Wchsile(s)(except for discounted goods,which must he presented on a
separate discount page).
(d) Customer will at all limes provide prong4 t.effective and courteous customer service by telephone for consumers purchasing Product from the Authorized
Website(s)and for other visitors to that or those R,ebsifc(s).Customer will not(i)permit any fulfillment house or any other third party to Jill consumer orders
placed through the Authorized Websitos):or(ii 1(iii)use certain trademarked terms,as designated by NIKE,in metadata:or(iv)purchase certain trademarked
terms.as designated by NIKE.as Internet search terns:or(v)use any NIKE trademark in ariv domain name or URL address.
C.The lollouria,,ap rlies 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 learns,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-Jailer.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 fo sell,or distribute(including at no cost).counterfeit NIKE goods:or(c)purchase authentic NIKE goods from any thirdparly:or(d)
purchase any NIKE Product from.or sell or offer to sell Product on behalf of or for the account of:any other thud partv-,or(e)it'NIKF.,sets a launch date for a
particular NIKE Product.sell that product prior to the date and tittle stated by NIKE:or(1) collect or use any sensitive personal data about consumers other than in
compliance with industry best practices fur security standards,and applicable law.
8.CUS7'0111ER'S GENERAL RI?PRESF,N7'.ATIONS,WARRANTIES AND OBLIGATIONS:
(a)Customer will at all times:(1)use security measures to pprotect credit card and other personally identifiable information from unauthorized access or use in a
manner consistent with industry best practices and a plicable lasw:(it)render full.prompt.effective and courteous service before,during and after the retail sale of
o Product:(iii)vi_orously encourage the retail sale of Vroducl:(iv)meet or exceed any minimum sales volume established by NIKE from time to time:(w)establish
•nd maintain,independently and in conJ�puction with NIKE,advertising and marketin policies and methods that emphasize the quality and performance of the
Product:and(vi)comply with applicable law in connection with performance of its A112atons under the Agreement.
(b)Customer represents and wan-ants.and each tittle Customer submits an Order.Customer will he deemed to have represented and warranted.that(it 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(host:dates.
Page 2 of 4
(c) Customer has received and reviewed Nike's policy regarding Gilts.Gratuities and Other Payments,available trom Nike upon request. Cuslontcr shall not
lake any action that could reasonably be expected to violate the poky or induce a Nike employcC to violate the policy. In particular,but without limiting the
preceding sentence.Customer shall not(a)give a cash gill in any anurm(to a Nike employee.(b)give a non-cash gilt worth more than$200 to a Nike entplovec.
or(c)give a gift of any kind to any relative,ItiCud,associate or charlablc organization favored by a Nike employee it 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".lumpntan"logo,and all other trademarks owned liy NIKE or its affiliates Cthe NIKE Trademarks.")Customer recognizes
that the NIKE Tla(ICmall-S possess substantial goodwill and agrees that it will 1101 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.Afl goo(hvill associated with Customer's use of the NIXE Trademarks
Will be owned exclusively by KIKF...Customer will comply with NIKE's latest trademark usage uidclincs,which NIKE may provide and circulate li'ont lime to
time,as well as any other policies governing the use of(r)NIKE logos and other trademarks,and-(ii)product and athlete images and other cop_vri«hted materials.
Upon request by NIKE.Customer will submit to NIKE.for its review,any public statements about NIKE Or advertising materials bearing NIKE fradentarks.
Product images.athlete images,or Product descriptions.If NIKE'_does not approve such materials in writing.within live business daps,the materials shall be
deemed rejected and Customer shall cease anv use of the rejected materials.Customer will 1101 use any marks conlusingly similar to the NIKE Trademarks or use
the NIKE Trademarks in combination with other trademarks.Customer will notify NIKE_in writing ofan_y infringement or improper use of'the NIKE Trademarks
that cones to its attention. Customer acknOwlCdgcs and agrees than the NIKE Trademarks and theNIKE reputation fOr quality are extremely valuable to NIKE.
and that NIKE dues not authorize Customer 10 Of any damaged or defective NIKE Product. Accordingly.Customer agrees that NIKE Product which may be
(lantagcd or defective,for any reason,shall be,at NIKE's sole elect ion.cither returned to NIKE or disposed of according to NIKE's instructions. NIKE acid its
agents shall have the right to witness such dCSIrIICIIOn.
10.LIMITED REMEDY,DISCLAIMER OF IMPLIF,D WARRAN'T'IES: If anv Product is defective.NIKE's sole and Czclusivc liability 10 Customer will bC.
at NIKE's election,it the defect is material,to either(a)replace that detective Product or(b)refund the amoun Customer paid NIKE Im that detective 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 NONINFRINGENIENT.
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 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-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,nnodifv its Terms and Conditions of sale.Each Order Will be governed by the Terms and
Conditions in effect at the linic 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 attend,identities the provision to be amended,and is signed by an authorized representative of NIKE.
13.CONFIDENTIALITY.
A. Non-Disclosure. Customcr 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.")Conl'idential Information includes the NIKE's marketing plans,inibrntation 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 intorntation or trade
secrets,but in any event no less than reasonaW care.Customer shall make Confidential InRrmation available only to those employees of Customer Who need to
know the information in connection with Customers business,and shall not disclose Confidential Information to any third party.
B. Publicity Restrictions. Customer will immediately nolil'v NIKE in writing if i1 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 abcntn 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 bloggim, Customer will 1101 hold itsell'out as a representative of NIKE.,in any interview or statement,whether or not it is recorded.and whether or not it
is intencred for such puhlication.
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 0)NIKE is not subject to any restrictions in using such materials:Customer hereby grants to NIKE an inCVOCaI lc 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.
1=1.SEV ERA BI ii.ITI'1WAIVER\CONSTRUCTION:11'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 entorcentent of the remaining provisions would be grossly inequitable
under the circumstances or would frustrale 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.constitutC a continuing waiver or waive that right on any other occasion.CUSnlmCrhas had the opportunity to consult with
its attorney in connection with these Terms and Conditions and the rest of the Agrcentcn 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 lees,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 suns.The Agrcennent.and all disputes arising
out of the Agreement or out of the relationships between NIKE and Customer.will he governed by the]a"'' f the state of Oregon. THE UNITED NATIONS
CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY. he irTCVOcably 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 wail%es 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 perfornn its obligations nuclei-the Agreement as a result of lire.flood,
earthquake,or other natural disaster,that party's perfornancc may be delayed for the duration of the force mnajeurc event,except that nothing in this Section 16 will
excuse Customer front 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 giTt,merger,operation of law,by contract,or otherwise,will be deemed an assignment for
ppurpposes of this Section.Anv attempted assignment or delegation by Custuner 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 tle
Agreement unless(a)the authorization expressly releases Cuslontcr:(b)the assignee or delegate agrees in writin`t to be bound by the AI eenc nC and(c)any
agreement between C11sR)m1Cr and the assignee or dclepte slates that NIKE has the right to CnibrCe 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 oll:sei against credits otherwise owing to Customer to reduce
OF 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 AE,recnent contains the entire agreement and understanding between the parties with respect to its subject matter and
supersedes prior and contemporaneous oral and written agreements,conmtitments and understandings concerning that subject nnatter.
Page 3 of 3
N I KE G O LF &/ Customer Number: 272920 Invoice Number: 948715679
Nike Order Number: 863708365 Invoice Date: 03/12/2013
INVOICE Nike Delivery Number: 479710275 Terms: Net 90
Customer PO No: REWARDS Terms begin as of: 03/12/2013
Ordered by: Due Date: 06/10/2013
DUNS#:05-095-7364 Ordered on: 12/02/2012 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total
Product Code Ordered Shipped UnitP;:;:e Price
"Subtotals 3 3 30.00 27.00 27.00
510640-459 CONTRAST STITCH CA MISC EA 3 3 10.00 9.00 27.00
"Subtotals 3 3 30.00 27.00 27.00
510640-518 CONTRAST STITCH CA MISC EA 3 3 10.00 9.00 27.00
"Subtotals 3 3 30.00 27.00 27.00
510640-694 CONTRAST STITCH CA MISC EA 3 3 10.00 9.00 27.00
"Subtotals 3 3 30.00 27.00 27.00
Shipped From: Nike Golf: Memphis
Date Shipped: 03/12/2013
Order Type: Futures Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 2.270;6.590;6.110;
Bill of Lading Number:
Pro number:
Tracking Number: 217508270607236;217508270605737;217508270605126;
Packing list Number: 15449972
Number of Cartons: 3
Special Label Instructions:
Ship-to ID:272920
Store ID :272920
Wholesale Amount Sales Net of Discount Freight Total
678.00 610.20 26.75 636.95
Page 4 of 4.
(c) Cuslonter has received and reviewed Nike's policy regarding Gifts.Gratuities and Other Pavntents,available Front Nike upon request. Costumer shall not
lake any action that could reasonably be expected to violate the policy or induce a Nike entplovee to violate the policy. In particular.but without limiting the
preceding sentence.Cuslonter shall not(a)Eve a cash gift in any amount to a Nike cntployce.(b)give a non-cash gill wot1h more than$_200 to a Nike entplovee.
or(c)wive a sift of anv 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".funtprttan"logo,and all other trademarks owned 6y NIKE or its affiliates("the NIKE Trademarks.")Cn5IOIIIC'recognizes
that the NIKE_Tradcntar)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 ill,-Or attempt to license.the NIKE Trademarks.All goodwill associated with Customer's use of Ihe N17CE Trademarks
will be owned exclusively by NIKE.Customer well comply with NIKE's latest trademark usage guidelines.which NIKE may provide and circulate front tints to
time.as well as any other policies governing the use of M NIKE logos and other trademarks.anor(ii)�roduel and athlete images and other copvrighted materials.
Upon request by NIKE.Customer will submit to NIKE,for its review,any public statements about N KE or advertising materials hearing NIKE Trademarks.
Product images,athlete images.or Product descriptions. If NIKE,does not approve such materials in writing,within five business days,the materials shall he
dccnted rejected and Customer shall cease anv use of the rejected materials.CLISlmner will not use any marks conl'usinely similar to the NIKE Trademarks or use
the NIKE TradClnarks in combination with outer trademarks.Cuslonter will notify NIKE in writing of anv infrimientcnt or improper use of the NIKE Trademarks
that conics to its attention. Custontcr acknowledges and agrees that the NIKE Tradcntarks and thc_NIKE re}1,UIation lilt quality are extremely valuable to NIKE,
and that NIKE,does not authorize Customer to sell anv damaged Or defective NIKE Product. Accordingly,l nslOIIICI-agrees that NIKE Product which ntav be
damaged or defective,for any reason.shall be,at NIKE's sole election.cither returned to NIKE or disposed Of according to NIKE's instructions. NIKE and its
agents shall have the right to wititess such destruction.
10.LIMITED REMEDY,DISCLAIMER OF IMPLIED WARRANTIES: If anv Product is detective.NIKE's sole and exclusive liability Ito Customer will be.
at NIKE's election,if Ihe defect is material,to either(a)replace that defective Product or(b)refund Ihe amount Customer(paid NIKE for that defcctive Product.AS
BETWEEN CUSTOMER AND NIKE,NIKE EXPRESSL-'DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES.EXPRESS AND IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY.FITNESS FOR A PARTICULAR PURPOSE.TITLE AND NONINFRINGENIENT.
1 L umiTATION 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 DEFECTIVF.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
THRFF.-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.ton(including negligence and strict liability),or any other theory.
12.MODIFICATION:NIKE Inay at any[true in NIKE's sole discretion.modify its Terms and Conditions of sale.Each Order will he governed by the Terms and
Conditions in effect at the lime Customer submits that Order.Accordingly,Customer will review the then-current version ol'the Terms and Conditions(available at
the Nike.nct websitc.in the catalogue.or by request front NIKE)belbre lilacing each Order.An Order that has been accepted by NIKE ntay be modified only by a
written instrument which expresses an intent to amend.identities the provision to be amended.and is signed by an authorized representative of NIKE.
13.CONFIDENTIAI,ITI'.
A. Non-Disclosure. Custontcr acknow1colacs that it ntav have access to intbrmation owned or controlled by NIKE or NIKE's Atliliales,disclosure ol'which would
cause substantial or irreparrble harm to NIECE("Confidential Information.")Confidential Inlbrntation includes the NIKE's marketing plans,information regarding
future releases of NIKF.Product.and anv other non-public material disclosed to Customer or to which Customer gains access.Custontcr shall protect NIKE's
Conlidcntial 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 that rcasonaW care.Custontcr shall make Confidential Information available only to those employees of Custontcr who need to
know the infbrntation in connection with Customer's business,and shall not disclose Conlidcntial Information to any third party.
B. Publiriry Resrricnrnts. Customer will inuncdiately notify NIKE in writing if it receives a request front any third part y for an interview or statement about NIKE
or NIKE Products.Custontcr will not answer questions or give statements abitul its relationship with NIKE or discuss NIKE Products under circumstances where
Customer knows or has reason to believe that the purpose ol'thc request is to create content for publication in film,television,radio.print or online media.
including,blosginR.Custontcr will not hold it out as a representative ol'NIKE in any interview or statement.whether or not it is recorded.and whether or not it
is intenXed for such publication.
C. Idea Submission. If Custontcr chooses to submit to NIKE Or share with NIKE any business plans,product or marketing ideas,or other materials.Customer
agrees that 6)NIKE is not subject to an},restrictions in using such materials:Customer hereby_rants 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.SEl'ERABILII'l'\WAIVER\CONSTRUCTION:11'a coon of competent jurisdiction determines that any provision of the Agreement is invalid or
unenlbrceable for any reason.that determination will not affect any other provision unless enforcement ol'thc remaining provisions would he grossly inequitable
under the circumstances Or would frusti'atc the primary purpose of'the Agreement.A pm7y's delay or failure to entbrce or insist on strict compliance with any of the
provisions of the Agreement will not constitute a waiver or otherwise modify the A_reerrient.and a party's waiver of any right related to the Agreement on one
occasion will not waive anv other right,constitute a continuing waiver or waive that right On any other occasion.Customerltas had the opportunity to consult with
its atlornev in connection with theseTerms and Conditions and the rest of the Aereentent and to have the Agreement reviewed by its attornev:therefore,no rule of
construction or interpretation that distavor:s NIKF.,or that favors Customer will apply to its interpretation.
15.ATTORNEYS'FEES\GOVERNING LAIVU'ORUNI SELECTION:Custontcr will pay all costs.collection agency Ices,expenses.reasonable attorney lees
(whether incurred prior to.at trial or on appeal)incurred by NIKE,in connection with the collection OI anv past(tile sorts.The Agreement,and all disputes arising
out of the Aereentent or out of the relationship hethvicen NIKE and Customer,will be sovcmcd by the lav;,s of the stale of Oregon. THE UNITED NATIONS
CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer in'evocably consents to the jurisdiction of
the slate and federal courts located in the state of Oregon in connection with anv action arising out of or in connection with the Ag cement and waives ally
objection that such venue is an inconvenient forum.C=ustomer will not initiate an action against NIKE in any other jurisdiction.NIKE may bring,an action in any
f orunl.
16.FORCE MAJEURE:II it becomes impossible for either Custontcr or NIKE to perform its obligations under the Agreement as it result of fire,flood,
earthquake.or other natural disaster.that party's performance may be delayed Ior the duration of'the force nr(jeure event,except that nothing in this Section 16 will
excuse Cuslonter front its payment obligations.
17.RESTRICTION ON ASSIGNMENT:Customer will not assivn anv right conferred herein by NIKE without the prior written consent of an authorized NIKE
representative.A chanze of control of Custontcr by stock sale or girt.nterecr,operation of law.by contract.or otherwise,will be dccnted an assignment lbr
ppurposes of this Section.Am attempted assignment or delegation by Custontcr will be void. NIKF.,stay grant,withhold or condition its consent to assignment in
NI E's sole discretion.If NIKE authorizes an assignment or delcsauion,that authorization will not release Customer front anv of its obligations under the
Agreement unless(a)the authorization expressly releases Custontcr.(b)the assignee or delegate a tees in writing lu he bound by the Agreement:and(c)any
agreement between Custontcr 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 Ihe 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 o'vendor-purchaser and nothing contained herein shall be
construcif to create a parutership,joint venture or anv other relationship.
21).ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between Ihe panics with respect to its subject matter and
supersedes prior and contemporaneous oral and written agreements,commitments and understandings concerning that subject matter.
Page 3 of 4
. . N 1 KE G O LF Customer Number: 272920 Invoice Number: 948715678
Nike Order Number: 861641868 Invoice Date: 03/12/2013
INVOICE Nike Delivery Number: 304324670 Terms: Net 120
Customer PO No: BALL I Terms begin as of: 03/12/2013
Ordered by: Due Date: 07/10/2013
DUNS#:05-095-7364 Ordered on: 10/01/2012 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
MAIL TO DELIVER GOODS TO
CITY OF CARMEL CITY OF CARMEL
BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY
12120 BROOKSHIRE PKWY 272920
CARMEL IN 46033-3314 BROOKSHIRE GOLF CLUB
CARMEL IN 46033-3314
Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total
Product Code Ordered Shipped Unit Price Price
GL0465-101 PD7 SOFT BI-LING MISC EA 24 24 12.00 11.52 276.48
"Subtotals 24 24 288.00 276.48 276.48
Shipped From: Nike Golf: Memphis
Date Shipped: 03/12/2013
Order Type: Futures Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 19.380; 19.380; _
Bill of Lading Number:
Pro number:
Tracking Number: 217508270610397;217508270610472;
Packing list Number: 15485132
Number of Cartons: 2
Special Label Instructions:
Ship-to ID:272920
Store ID:272920
L 0
Wholesale Amount Sales Net of Discount Freight Total
288.00 276.48 12.00 288.48
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 charve of 1 h1l per month wdl be charvecton all past due invoices. Anticipation discounts arc not allowed. No returns without prior
authorization from Nikc. Shortage claims must be made wi&n 30 days of receipt. All collection Gees 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.
NIKF,USA,Inc.
TERMS AND CONDITIONS OF SALE
NIKE USA.Inc.("NIKE")ollers certain goods bearin NIKE,Trademarks(asdelincd below)("Product")for sale to retailers that have been authorized by NIKE to
make purchases of such Product("Customers.") By su bi iining an order to NIKE(each,an"Order").Customer agrees that such Order will he governed 6v the
terms and conditions of-sale("the Terms and Conditions")in Cffcct at the lime the Order is submitted. The Terris and Conditions that are Cui'renl as of.Idly 1.2011
arc set forth below.
1.ORDERS:All Orders submitted by Custorner arc 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 receip!ota 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 lot-the items that were
ordered,in either case by shipping Product.NIKE_may at anv tine refuse to ship Product for any reason,even if NIK has received payment for the ap4)Iicahlc
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 of�Cred at any lime.Unicss Customer Complies with Section regarding returns.Customer will be deemed to hiivc
accepted those substitute goods�on the lCrtt1S outlined in NIKE's invoice.NIKE niav cancel an Order at anv trite because the Order contains an incorrect price.
rcqucsts 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.cither rel'und the payment or credit Customer's account.Customer niav not cancel an Order after is
acceptance by NIKE.Anv Order that conflicts with or that includes provisions(Other than item and quantity)in addition to these Terris and Conditions will have
no force or effect extent ect to the e 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 he an employee or agent OI CUSIOmer. Each Order will he subject io wind governed in ali res eels by
ta)these Terms and Conditions.ail([(b)it applicable.Customer's credit application and account agreement. Each Order,togciher with these Terms and Conditions
and.if applicable Customer's Credit application and account agreenient.may be referred to collectively as the"Agreement
2.PRICES:NiKE may correct tvpovraphical or other errors in pricing.niav reduce or cancel anv discounts previously offered tit CUSIomer.and niav change its
prices at any tittle.Each Order will he invoiced at the prices prevailing at the time that Order is fully recorded into NIKE's central orderin_system.Nothing
contained herein shall ohligale Cuslonier to resell the Product at any particular price or on any specific terns and conditions not wilhslandin sugges(ed retail prices
published by NIKE,ifany
3.TERMS OF SALE:Customer will pay for all Product by the date specified on NIKE's invoice,or it none is specified.within 30 days after the(fate ol'that
invoice.Any suns not paid when(Inc is suhfect to a service charge of 1.5%per month or the naxinuun rate permitted by law.whichever is lower.The ani(itntl
reilecled in each NIKE invoice will be decined to be an account stated unless Customer disputes the amxxntt OI 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 pp•ivnicnts it receives from Customer to anv Of
Customer's invoices and to disregard Custorner s instructions to apply payment to anv specific invoice. In the Oven Cuslonier is indebted to NIKE of to anv NIKE
affiliate,that debt niav be offset against credits otherwise owing to Customer to reduce or chininate the credit.
4.SHIPPING;RISK OF LOSS, NiKE will ship Product F'CA.the NIKE Distribution Center or other shipping point.NIKE is not responsible for any
loss resulting front 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 Cusloner wishes to return Products based on a
claim that the\,arc defective or that they arc not comparable to the items that were ordered.Customer may submit to NIKE a rectucst 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 itcnns 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 lees niav 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.lollouri;iy applies In Customers that are approved to sell Product tit a physical store lo(atinn(a "brick unel 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.c-mail or anv other electronic channel,except that Customer inay advertise Product through those channels to Create or enhance consumer awareness of
Product performance features and/or indicate the availahrhty of Product at an authorized store location SO Iona as Customer complies with Section 9 below.
Customer will at all tinics provide clean,modern and adequate retail outlet(s)necessary for the proper merchainc icing and selling Of Product.
B.Die(ollon-hi'ag/ lie.c to Customers that are approved to.cell Product on a ivebsite.
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
wchsite 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 Stales,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 clata feeds to,any transaction l website.Or perms anv transactional website to link to the
Authorized Wchsile(s). For purposes of this Section 613(h).a"transactional wchsite"means a shopping portal.online marketplace.or other site which cither(i)is
capable of acrepti%orders front consumers,or(ii)creases the perception that orders are accepted on the site.even if the consumers are in fact redirected to other
websuc for order 17accntent. The term"transactional website excludes wehsilcs which aggregalc images and inliirnnation about merchandise without conducting
sales transactions.
(c) The Authorized Website(s)will have features and functions that are standard in the industry,iuCludim_the abilitv lo:(i)Confirm availability or
unavailability of NIKE Product al the line the retail Consumer places his or her order.(ii)accept all major cre(hl Cards.(iii)ship within standard lime 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"
m
shop in the for 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 tines provide promppt,effective and Courteous Customer service by telephone for Consumers purchasing Product front the Authorized
Website(s)and for other visitors to that or those Website(s).Customer will not(i)permit any 61fillment house or any other third party to fill Consumer orders
placed through the Authorized Website(s):or(ii)(iii)use certain trademarked ternis,as designated by NIKE,.in Metadata:or(iv)purchase certain trademarked
terms,as designated by NIKE,as Internet search terms:01'(V)use anv NIKE trademark in anv domain nano or URL address.
C.The(nRon'in,q ap dies to Customers that are approved for a non-retail account.
If NIKE approves ustoner for a non-retail account.Cuslonier will distribute Product at no Cost to the leans,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:CUSImmCr 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 60 ii)to another retailer,or to an e-tailor,distributor.or broker:or(iii)
under cit-CUnstances 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(M purchase or sell,ollcr to sell.or distribute(including at no cost),counterleit NIKE goods:or(c)purchase authentic NIKE goods from airy third pparty:or(d)
purchase any NIKE Product front,or sell or offer to sell Product inn behalf ol'or for the account of'.any other third party;or(e)i1 NIKE sets a launch lane for a
particular NIKE Product,sell that product prior to the date and tine stated by NIKE:or(I) collect or use anv 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 tines:(i)use security Measures to protect credit card and other personally identifiable information fron 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 anv Minimum sales volume established by NIKE from tinic to time:(v)establish
and maintain,independently anJin conjunction with NIKE.advertising and markciine 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 tine 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,fanni1v 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 iitforniation 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.Graluities and Other Payments,available It-om Nike upon request. Customer shall not
take any action that could reasunabh,be expected to violate the policy or induce a Nike cmpluyce to violate the policy. In particular,but without limiting the
preceding sentence.CUSlmnl'shall not(a)_ive a cash Lift in any amount to a Nike emplovee.(b)L*ive a non-cash eilt worth more than$200 to a Nike cunplovee.
or(c)gwe a gift of any kind to any relative.friend.associate or charitable organization lavored 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 dcsiLn,the Jordan".lumpman"logo,and all other trademarks owned by NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes
that the NIKE Trademarks possess substantial goods%ill 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 exclusive('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(0 NIKE logos and other trademarks.❑ndC(iil product and athlete images and other copp�yrighted materials.
Upon request by NIKE.Customer will submit to NIKE.for its review,any public statements about NIKE or advertising materials bearing N1KE Trademarks.
Product triages.athlete images,or Product descriptions.If NIKE_does not approve such materials in wrilinL fi
,within re business days,&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 ur use
the N1KETradcmarks in comhinalion with other trademarks.Customer will notify NIKE in writing of an_y infrinecmcnt or improper use of'lhe NIKE Trademarks
that clines to its attention. Customer acknowled-es and agrees that the NIKE Trademarks and the NIKE re nnatron for quality are extremely valuahlc 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 lie
damaged or defective.fin-any reason,shall be.at NIKE's sole electiun.cither returned to NIKE or disposed of according to NIKE's instructions. NIKE and its
agents shall have the right tO witress such destruction.
10.LIMITED REMEDY,DISCLAIDIER OF IMPLIED WARRANTIES: 1f any Product is def nd
defective.NIKE's sole a exclusive liability to Customer will be.
at NIKE's election.if the defect is material,to cithcr(a)replace that defective Product or(h)refund the intent Customer raid NIKE for that dcl'ectiyc 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.LIMITA"PION 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 lime.in NIKE's sole discretion.modify its Terms and Conditions of sale.Each Order will be goycrncd by the Terms and
Conditions in ctlect at the time Customer submits that Order.Accordingly.Customer will review the then-current version ol'the Terms and Conditions(available at
the Nike.nct website.in the catalogue,or by request(font NIKE)before placing each Order.An Order that has been accepted by NIKE may he niodified only by a
written instrument which expresses an intent to amend.identifies the provision to be amended,and is signed by an authorized rcpresentatiyc of NIKE.
13.CONFIDENTIALITY.
A. Non-Disclosure. Customer acknowledL es that it may have access to information owned or controlled by NIKE or NIKE's Atliliates,disclosure of which would
cause substantial or irreparable harm to NIXE("Confidential Information.")Confidential Information includes the NIKE's marketing plans.information regarding
futm'e releases of NIKE Product,and anv other non-public material disclosed to CUSlmlter or 16 which Customer gains access.Customer shall protect NIKE's
Confidential Informalion by usin"the same degree of care with respect w 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 ul'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 party loran 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*blogginv.Customer will not hold itself iv
out as a representative of NIKE in any interview or statement,whether or not it is recorded.and whether or not it
is intcmrcd for sic t publication.
C. lden.Submission. If Customcr chooses to submit to NIKE:or share with NIKE:any business plans,product or marketing ideas,or other materials.Customer
agrees that 0)NIKE is not subject to anv restrictions in using such materials:Cusloner hereby grants to NIKE an inrvoca'ble 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.SENIERA1311IT1'\y1'AIVFR\CONSTRUCTION:If a court of competent-jurisdiction determines that any provision of the Agreement is invalid or
unenforceable for anv reason,that determination will not affect any other provismn unless enforcement of the remaining provisions would be grossly inequitable
under the circumstances or would frustrate the primary purpose of(he Agreement A party's delay or failure to enibrce or m.cisI on strict compliance with any ol'the
provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement and a party's waiver of any ri�hl related to the Agreement on one
occasion will not waive any other righl,constitute a continuing waiver or waive that right on any other occasion.CUSIOIuerllas had the opportunity to consult with
its altomev in connection wrth thesc-Tenus 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 Iavors Customer will apply to its interpretation.
15.ATTORNEYS'FEES\GOVERNING LA"'WORUM SELECTION:Customcr will pay all costs.collection agency fees.expenses,reasonable attorney fees
(whether incurred prior to.at trial m'on appeal)incurred by NIKE in connection with the collection of anv past due stuns.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.Customcr irrevocably consents to the jurisdiction of
the state and federal courts located in the state ol'Ores on 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 ntav bring an action in any
forum. `
16.FORCE MA.IEURE: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 fur the duration of the force nutjcure event.except that nothing in this Section 16 will
excuse CLISIOInCr from its payment ohligaluons. `
17.RESTRICTION ON ASSIGNMENT:Customer will not assign any right conferred herein by NIKE without the prior written consent of an authorized NIKE
represent ative.A change of control of Customer by stuck sale or giTt.mcrgce operation of law,by contract.or otherwise.will be deemed an assignment for
ppurpposes of this Section.Any attempted assignment or delegationby Cuslumer will be void. NIKE may grant,withhold or condition its consent to assignment in
Ix'IKE's sole discretion. If NIKE authorizes an assignment Or delegation,that authorization will not release Customer from anv of its ohligations tinder the
Agreement unless(a)the authorization expressly releases Customcr:(b)the assignee or delegate,grees in writing to be bound by the Agreement:and(c)any
agrecnent 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 he of7set against credits otherwise owing to Customcr to reduce
or ehntinate 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 it partnership.joint venture or any other relationship. `
20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the patties with respect to its subject matlerand
supersedes prior and contemporaneous oral and written agreements,commitments and understandings concerning that subject matter.
Page 3 of 3
. . ICI I ICE G O LF L/ Customer Number: 272920 Credit Memo Number: 13408021
�n
Original Invoice Number 940079472 Credit Memo Date: 11/29/2012
CREDIT MEMO Original Invoice Date: 03/27/2012 Customer Claim Number: 7103146964
Customer PO No: SHOE AND SOCK Nike Claim Number: 7103146964
Original Order Number: 851265280 Terms: Net 120
DUNS#:05-095-7364 Reason: Sales Management Negotiated Retowrency: USD
FEDERAL TAX ID#:93-124-3023
MAIL TO DELIVER GOODS TO
CITY OF CARMEL CITY OF CARMEL
BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY
12120 BROOKSHIRE PKWY 272920
CARMEL IN 46033-3314 BROOKSHIRE GOLF CLUB
CARMEL IN 46033-3314
Material Customer Product Description Size UOM Quantity Quantity I Net Unit Total
Product Code Ordered Shipped Unit Price Price
418541-001 NIKE AIR RANGE WP 9.5 PR 1 1 65.00- 62.40- 62.40-
10 PR 1 1 65.00- 62.40- 62.40-
10.5 PR 1 1 65.00- 62.40- 62.40-
11 PR 1 1 65.00- 62.40- 62.40-
'"Subtotals 4 4 260.00- 249.60- 249.60-
483325-001 WMNS NK LNR SUMMER 7.5 PR 1 1 50.00- 48.00- 48.00-
9 PR 1 1 50.00- 48.00- 48.00-
"Subtotals 2 2 100.00- 96.00- 96.00-
483325-101 WMNS NK LNR SUMMER 7 PR 1 1 50.00- 48.00- 48.00-
8 PR 1 1 50.00- 48.00- 48.00-
8.5 PR 1 1 50.00- 48.00- 48.00-
9.5 PR 1 1 50.00- 48.00- 48.00-
"Subtotals 4 4 200.00- 192.00- 192.00-
483841-002 NIKE LUNAR ASCEND 9 PR 1 1 65.00- 62.40- 62.40-
10 PR 1 1 65.00- 62.40- 62.40-
"Subtotals 2 2 130.00- 124.80- 124.80-
Wholesale Amount Sales Net of Discount Freight Total Credit
690.00- 662.40- 0.00 662.40-
° 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 char-e of 1 '/z% per month will be chargeXon 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 1,201 1
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 accepf 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 6rder 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 emplovee 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 credo 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 of that
invoice.Any sum not aid when due is subject to a service charge of 1.5%n 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 anv 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 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 slie.s to Customers that are approved to sell Product on a website.
INTERNET SAL S-If NIKE approves Customer for Internet sales.then Customer is authorized to sell Product to retail consumers via the Internet only from the
website or websites identified in the Credit Application or otherwise approved by NIKE in writing(the"Authorized Website(s)")and to deliver that Product only to
consumers with mailing addresses in the United States,its territories and possessions.
(a) The Authorized Website(s)will not be co-branded with the name or other trademarks of any other person or entity.
(b) The Authorized Website(s)will not link to,or provide data feeds to,any transactional website.or permit any transactional website to link to the
Authorized Website(s). For purposes of this Section 613(b).a"transactional website"means a shopping portal,online marketplace.or other site which either(i)is
capable of accepting orders(prom consumers,or(ii)creates the perception that orders are accepted on tie site.even if the consumers are in fact redirected to other
websites for order placement. The term"transactional website' excludes websites which aggregate images and information about merchandise without conducting
sales transactions.
(c) The Authorized Website(s)will have features and functions that are standard in the industry,including the ability to:(i)confirm availability or
unavailability of NiKE Product at the time the retail consumer places his or her order.(ii)accept all major credit cards,(iii)ship within standard time frames with a
choice of overnight,second day air and ground delivery,and(iv)allow retail-consumers to search the Authorized Website(s)and to navigate to a NIKE"concept"
shop in the form of a Web page featuring-all Product that Cus!on:er-sells-on the Authorized Website(s)(except for discounted goods,which must be presented on a
separate discount page I.
(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 till 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 anv domain name or URL address.
C.The following ap glies to Customers that are approred.for 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-tatter,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)ifIIKE 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 marketfng policies and methods that emphasize the quality and performance of the
Product:and(vi)comply with applicable law in connection with performance of its Aigations under the Agreement.
(b)Customer represents and warrants.and each time Customer submits an Order.Customer will be deemed to have represented and warranted.that(i)it wishes to
purchase Product solely for business purposes and not for personal,family or household purposes;and(ii)the most recent financial information provided by
Customer is true.accurate and complete as of the dates indicated in that information and that there has been no material adverse change in Customer's business,
prospects or financial condition since those dates.
Page 2 of 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.An goodwill associated with Customers use of the NfRE 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(i)NIKE logos and other trademarks,ancr(ii)Product and athlete images and other copyrighted materials.
Upon reguest 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,tie 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 ot}ier 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 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 suet 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 an},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 attomey 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
CONVENTf`ON ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer irrevocably consents to the jurisdiction of
the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any
objection that such venue is an inconvenient forum.Customer will not initiate an action against NIKE in any other jurisdiction.NIKE may bring an action in any
forum.
16.FORCE MAJEURE:If it becomes impossible for either Customer or NIKE to perform its obligations under the Agreement as a result of fire,flood,
earthquake.or other natural disaster,that party's performance may be delayed for the duration of the force majeure event,except that nothing in this Section 16 will
excuse Customer from its payment obligations.
17.RESTRICTION ON ASSIGNMENT:Customer will not assign any right conferred herein by NIKE without the prior written consent of an authorized NIKE
representative.A change of control of Customer by stock sale or gift.merger,operation of law,by contract,or otherwise,will be deemed an assignment for
ppurrpposes of this Section.Any attempled 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 nghts 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,cormi-iitments and understandings concemmg that subject matter.
Page 3 of 3
. . N 1 KE G O LF Customer Number: 272920 Invoice Number: 948584782
Nike Order Number: 863708383 Invoice Date: 03/07/2013
INVOICE`� Y\,OICE Nike Delivery Number: 304304552 Terms: Net 90
Customer PO No: REWARDS Terms begin as of: 03/07/2013
Ordered by: Due Date: 06/05/2013
DUNS#:05-095-7364 Ordered on: 12/02/2012 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
MAIL TO DELIVER GOODS TO
CITY OF CARMEL CITY OF CARMEL
BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY
12120 BROOKSHIRE PKWY 272920
CARMEL IN 46033-3314 BROOKSHIRE GOLF CLUB
CARMEL IN 46033-3314
Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total
_ _ ____ Product Code Ordered Shipped Unit Price Price
509167-029 NIKE VICTORY POLO L EA 1 1 25.00 25.25 25.25
XL EA 1 1 25,00 25.25 25.25
**Subtotals 2 2 50.00 50.50 50.50
509167-100 NIKE VICTORY POLO L EA 1 1 25.00 25.25 25.25
XL EA 1 1 25.00 25.25 25.25
**Subtotals 2 2 50.00 50.50 50.50
509167-311 NIKE VICTORY POLO M EA 1 1 25.00 25.25 25.25
L EA 1 1 25.00 25.25 25.25
XL EA 1 1 25.00 25.25 25.25
**Subtotals 3 3 75.00 75.75 75.75
509167-320 NIKE VICTORY POLO L EA 1 1 25.00 25.25 25.25
XL EA 1 1 25.00 25.25 25.25
2XL EA 1 1 25.00 25.25 25.25
**Subtotals 3 3 75.00 75.75 75.75
509167-406 NIKE VICTORY POLO L EA 1 1 25.00 25.25 25.25
XL EA 1 1 25.00 25.25 25.25
2XL EA 1 1 25.00 25.25 25.25
**Subtotals 3 3 75.00 75.75 75.75
509167-453 NIKE VICTORY POLO M EA 1 1 25.00 25.25 25.25
L EA 1 1 25.00 25.25 25.25
XL EA 1 1 25.00 25.25 25.25
**Subtotals 3 3 75.00 75.75 75.75
509167-459 NIKE VICTORY POLO L EA 1 1 25.00 25.25 25.25
XL EA 1 1 25.00 25.25 25.25
**Subtotals 2 2 50.00 50.50 50.50
509167-518 NIKE VICTORY POLO L EA 1 1 25.00 25.25 25.25
XL EA 1 1 25.00 25.25 25.25
2XL EA 1 1 25.00 25.25 25.25
**Subtotals 3 3 75.00 75.75 75.75
_ 509167-650 NIKE VICTORY POLO M EA 1 1 25.00 25.25 25.25
L EA 1 1 25.00 25.25 25.25
XL EA 1 1 25.00 25.25 25.25
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 'halo 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 tees and costs must be paid by purchaser. Detailed terms and
conditions on reverse side of page 1.
Please remit to: NIKE USA, Inc.
PO Box 847648
-° Dallas 75284-7648 US
Page 1 of 4
NIKE USA,Inc.
TERMS AND CONDITIONS OF SALE
NIKE USA.Inc.("NIKE")offers certain goods bearing NIKE Trademarks(asdefined below)("Product")for sale to retailers that have been authorized by NIKE to
make purchases of such Product("Customers.") By 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-N,part of an Order or substitute comparable Product for the items that were
ordered.in either case by shipping Product.NIKE may at anv 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 i regarding returns.Customer wilt 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 not withstand mg 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 na aid when due is subject to a service charge of l.J%per month or the maximum rate permitted by law.whichever is lower.The amount
reflected in each NiKEpinvoice 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 pavments it receives from Customer to anv of
Customer's invoices and to disregard Customer s instructions to apply payment to any specific invoice. 16 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 return.NIKE for retu 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.Anv 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.firllou ing applies to Customers that cure approved to sell Product at a phYsiral 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 anv store name or at any physical store location other than under the store name and at the particular phvsical 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 outlets)necessary for the proper merchandising and selling of Product.
B.The follonvini;a v)lies to Customers that are approved to sell Product on a website.INTE NET 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 6B(b),a"transactional website"means a shopping portal,online marketplace.or other site which either(i)is
capable of accepting orders from consumers,or(ii)creates the Perception that orders are accepted on tNe site,even if the consumers are in fact redirected to other
websites for order placement. The term"transactional website' excludes websites which aggregate images and information about merchandise without conducting
sales transactions.
(c) The Authorized Website(s)will have features and functions that are standard in the industry,including the ability to:(i)confirm availability or
unavailability of NIKE Product at the time the retail consumer places his or her order,(ii)accept all major credit cards.(iii)ship within standard time frames with a
choice of overnight,second day air and ground delivery,and(iv)allow retail consumers to search the Authorized Website(s)and to navigate to a NiKE"concept"
shop in the form of a Web page featuring-all-Product that Customer-sells-on-tiie-Authorized-Website(s)(excepcfor discounted goods.which must be presented on a
separate discount page).
(d) Customer will at all times provide proutpt.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 ineladata: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 fbNoxving alglies to Customers that are approved fora non-retail accotml.
If NiU 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 ap roved 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 arty: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
ProducC and(vi)comply with applicab)e law in connection with performance of its obligations under the Agreement.
(b)Customer represents and warrants,and each time Customer submits an Order.Customer will be deemed to have represented and warranted,that(i)it wishes to
purchase Product solely for business purposes and not for personal,family or household purposes;and(ii)the most recent financial information provided by
Customer is true,accurate and complete as of the dates indicated in that information and that there has been no material adverse change in Customer's business,
prospects or financial condition since those dates.
Page 2 of 4
N I KE G O LF Customer Number: 272920 Invoice Number: 948584782
Nike Order Number: 863708383 Invoice Date: 03/07/2013
INVOICE Nike Delivery Number: 304304552 Terms: Net 90
Customer PO No: REWARDS Terms begin as of: 03/07/2013
Ordered by: Due Date: 06/05/2013
DUNS#:05-095-7364 Ordered on: 12/02/2012 Currency: - USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
**Subtotals 3 3 75.00 75.75 75.75
VAS Customer Charges included in Net Unit Price
Shipped From: Nike Golf: Memphis
Date Shipped: 03/07/2013
Order Type: Futures Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 16.400;
Bill of Lading Number:
Pro number:
Tracking Number: 217508270502968;
Packing list Number: 15478102
Number of Cartons: 1
Special Label Instructions:
Ship-to ID:272920
Store ID:272920
Wholesale Amount Sales Net of Discount Freight Total
600.00 606.00 10.76 616.76
Page 4 of 4
(c) Customer has received and reviewed Nike's policy regarding Gifts.Gratuities and Other Payments.available from Nike upon request. Customer shall not
take any action that could reasonably be expected to violate the policy or induce a Nike employee to violate the policy. In particular,but without limiting the
preceding sentence.Customer shall not(a)give a cash gift in any amount to a Nike employee.(b)give a non-cash gift worth more than$200 to a Nike employee.
or(c)give a gift of any kind to any relative,friend,associate or charitable organization favored by a Nike employee if there is any implied expectation of a return
favor.
9.TRADEMARKS:Customer acknowledges NiKE's sole ownership of and exclusive right,title and interest in and to the name"NIKE."the name"Jordan."the
NiKE Swoosh logo design,the Jordan 'Junipman"logo.and all other trademarks owned by NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes
that the NIKE TrSdemar-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 Quidelines,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. 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 venting,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-llKE'reputauon 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 CUSTO:'.4ER 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.
.I. Nun-Disclosure. Customer acknowledges that it may have access to information owned or controlled by NIKE or NIKE's Affiliates,disclosure of which would
cause substantial or irreparable harm to NICE("Confidential Information.")Confidential Information includes the NIKE's marketing plans.information regarding
future releases of NIKE Product.and any other non-public material disclosed to Customer or to which Customer gains access.Customer shall protect NIK�"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 wade
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 Customers business,and shall not disclose Confidential Information to any third party.
B. PubliciA•Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third pain 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 bloggine.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(m)NiKE is under no obligation to use such plans.ideas.or other materials.or to commercially exploit them in any territory.
14.SEVERABILITI'\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 dely 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 thai right on any other occasion.Customer hopportunity as had the oppor 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 LAWWORUIYI 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 GOOF5S 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
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
N1KE's sole discretion.If NIKE authorizes an assignment or delegation,that authorization will not release Customer from any of its obligations under t're
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&right to enforce Customer's rights against the assignee or delegate.
18.SET-OFF:In the event Customer is indebted to NIKE or to any NIKE affiliate,that debt may be offset against credits otherwise owing to Customer to reduce
or eliminate the credit.
19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be
construed to create a partnership,joint venture or any other relationship.
20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and
supersedes prior and contemporaneous oral and written agreements.commitments and understandings concerning that subject matter.
Page 3 of 4
NIKEGOLF
Customer Open Item Statement
Statement Date 03/04/1?
Customer Number 2729211
Account Manager Chad Nelson
Telephone/Ext 500-922-6453
CITY OF CARMEL
BROOKSHIRE GOLF CLUB Fax Number 566-840-9808
12120 BROOKSHIRE PKWY
CARMEL IN 46033-3314 E-Mail Address CHAD.NELSON @NIKE.CON,I
This statement may be used as a remittance. Please use this form when sending payment.
—Far__questions.pertaining_to.an_in voice,.please contact you r.customer.service representative at 1-800-922-6453.
For questions on items listed below please contact your Account Manager listed on this statement.
PAST DUE SINCE
Current 1-30 31-60 61-90 91+ Total Balance Past Due Balance
0.00 0.00 0.00 0.00 0.00 0.00 0.00
OPEN CREDIT MEMOS(Not included in 'PAST DUE SINCE' Totals)
Select itms Memo Nike Claim Reference PO Ship To Credit Amount
To Pay Number Number Number Number Account Amount Used
❑ FY 12YEIZEBATE FY 12 YE REBATE FYI 2 YE Rebate 44.00- 3'
❑ 13408021 7103146964 V SHOE AND SOCK 0000272920 662.40- S
Credit Memo Total: $706.40-
=_ Please remit to:
NIKE USA,Inc.
PO Box 847648
Dallas TX 75284-7648
Page 1 of 1
VOUCHER NO. WARRANT NO.
ALLOWED 20
Nike USA, Inc.
IN SUM OF$
P.O. Box 847648
Dallas, TX 75284-7648
$2,230.96
ON ACCOUNT OF APPROPRIATION FOR
Brookshire Golf Club
PO#/Dept. INVOICE NO. ACCT#/TITLE AMOUNT Board Members
1207 I 13408021 I 43-560..0 l; I ($662.40) G 1 hereby certify that the attached invoice(s), or
1207 I FY12YEREBATE I 43-560.06 I ($44.00) bill(s) is (are) true and correct and that the
1207 948584782 43-560.06 $616.76
materials or services itemized thereon for
1207 948715675 43-560.06 $464.27 w.
1207 I 948715676 I 43-560.06 I $38.25 � which charge is made were ordered and
1207 I 948715677 I 43-560.06 I $892.65 received except
1207 I 948715679 I 43-560.06 $636.95 'o
1207 948715678 43-560.'0 $288.48 d
Monday, March 18, 2013
Director, Brooks * Golf Club
Title
Cost distribution ledger classification if
claim paid motor vehicle highway fund
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))
11/29/12 13408021 Hardgoods ($662.40)
03/04/13 I FY12YEREBATE I Softgoods I ($44.00)
03/07/13 I 948584782 I Softgoods I $616.76
03/12/13 948715675 Softgoods $464.27
03/12/13 948715676 Softgoods $38.25
03/12113 948715677 Softgoods $892.65
03/12/13 948715679 Softgoods $636.95
03/12/13 948715678 Hardgoods $288.48
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
NIKEGOLF ii' Customer Number: 272920 Invoice Number: 948840000
C Nike Order Number: 861641869 Invoice Date: 03/16/2013
INVOICE Nike Delivery Number: Terms: Net 120
Customer PO No: LOGO JAR BALL Terms begin as of: 03/16/2013
Ordered by: Scott LentZ Due Date: 07/14/2013
DUNS#:05-095-7364 Ordered on: 10/01/2012 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
MAIL TO DELIVER GOODS TO
CITY OF CARMEL CITY OF CARMEL
BROOKSHIRE GOLF CLUB BROOKSHIRE GOLF CLUB
12120 BROOKSHIRE PKWY 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
GLC030-101 CUSTOM LOGO JAR BA MISC EA 25 25 8.50 8.16 204.00
"Subtotals 25 25 212.50 204.00 204.00
Shipped From: DAVE SHEPARD ENTERPRISES
Date Shipped: 03/15/2013
Order Type: Futures Order
Direct Ship Factory PO#: 4502540194
Carrier: United Parcel Service
Weight: 39.400
Bill of Lading Number:
Pro number:
Tracking Number: 1Z57V4660356767290
Packing list Number:
Number of Cartons: 1
Special Label Instructions:
Wholesale Amount Sales Net of Discount Freight Total
212.50 204.00 12.50 216.50
All Nike USA,Inc.Products are sold.FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by
Nike. A service charge of 1 '/z% per month will be char-e&on all past due invoices. Anticipation discounts are not allowed. No returns without prior
o authorization from Nike. Shortage claims must be made wit9in 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 su&mitting 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
arc 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 shippine 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 S 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 tvpographical 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 aid when due is subject to a service charge of 1.5170 per month or the maximum rate permitted by law.whichever is lower.The amount
reflected in each NIK ,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 the),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.The following applies to Customers that are approved to sell Product at a physical store locution(a "brick and mortar"store).
STORES-Except as expressly permitted in subsection 6.13 and/or 6.0 below,or when otherwise approved by NIKE in writing.Customer will not(a)sell Product
under any store name or at any physical store location other than under the store name and at the particular phvsical 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(b),a"transactional website"means a shopping portal,online marketplace.or other site which either(i)is
capable of accepting orders from consumers,or(ii)creates the perception that orders are accepted on the site.even if the consumers are in fact redirected to other
websites for order placement. The term"transactional website' excludes websites which aggregate images and information about merchandise without conducting
sales transactions.
(c) The Authorized Website(s)will have features and functions that are standard in the industry,including the ability to:(i)confirm availability or
unavailability of NIKE Product at the time the retail consumer places his or her order.(ii)accept all major credit cards.(iii)ship within standard time frames with a
choice of overnight,second day air and ground delivery,and(iv)allow retail consumers to search the Authorized Website(s)and to navigate to a NiKE"concept"
shop in the form of a Web page featuring all Product that Customer sells on the Authorized Website(s)(except for discounted goods.which must be presented on a
separate discount page).
(d) Customer will at all times provide 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 li�llou ing applies to Customers that are approved for a non-retail account.
If NIKE approves Customer for a non-retail account.Customer will distribute Product at no cost to the teams,players and sports participants,and other groups or
individuals specified by NIKE or will sell at no profit(that is.sell at NiKE'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(tit)
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 arty: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 secunty 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:(it)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 con unction with NIKE,advertising and marketing arketg 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
(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 emplovee to violate the policy. In particular,but without limiting the
preceding sentence,Customer shall trot(a)give a cash gift in any amount to a Nike emplovee.(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"Junipman"logo.and all other trademarks owned by NiKE or its affiliates("the NIKE Trademarks.")Customer recognizes
that the NIKE Tr5demaiIs 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.Ail 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(i NIKE logos and other trademarks,and(ii)product and athlete images and other coppy�righted materials.
Upon request by NIKE.Customer will submit to NIKE,for its review,any public statements about NIKE or advertising materials bearing NIKE trademarks,
Product images.athlete images,or Product descriptions.If NIKE does not approve such materials in writing.within five business days,the materials shall be
deemed 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 an_v infringement or improper use of the NIKE Trademarks
that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and theNIKE re 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 FOK THE PRODUCT-GIVING-RiSE'TO-THE CUAIM,AND FOR-AM70THER 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 websile,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 NIECE("Confidential Information.")Confidential Information includes the NIKE's marketing plans,information regarding
m
future releases of NiKE Product.and any other non-public material disclosed to Customer or to which Customer gains access.Custoer 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.
R. Publicity Restrictions. Customer will immediately notify NIKE in wri ting 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 irrevocLIe 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.Customerhas 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
CONVENTf6N ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOOt5S 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
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 t�te
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 tie 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
VOUCHER NO. WARRANT NO.
ALLOWED 20
Nike USA, Inc.
IN SUM OF $
P.O. Box 847648
Dallas, TX 75284-7648
$216.50
ON ACCOUNT OF APPROPRIATION FOR
Brookshire Golf Club
PO#/Dept. INVOICE NO. ACCT#/TITLE AMOUNT Board Members
1207 I 948840000 I 43-560.07 I $216.50 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
Friday, March 22, 2013
�9"e e /Z ,
Director, Brook ire Golf Club
Title
Cost distribution ledger classification if
claim paid motor vehicle highway fund
i
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))
03/16/13 I 948840000 I Hard Goods I $216.50
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