HomeMy WebLinkAbout218960 04/09/2013 CITY OF CARMEL, INDIANA VENDOR: 361198 Page 1 of 1
ONE CIVIC SQUARE NIKE USA INC
CARMEL, INDIANA 46032 PO BOX 847648 CHECK AMOUNT: $6,939.29
DALLAS TX 75284-7648 CHECK NUMBER: 218960
CHECK DATE: 4/9/2013
DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION
1207 4356007 948855253 1, 951 . 58 GOLF HARDGOODS
1207 4356006 948855254 2 , 202 . 22 GOLF SOFTGOODS
1207 4356006 948881563 96 . 62 GOLF SOFTGOODS
1207 4356006 948964409 272 . 22 GOLF SOFTGOODS
1207 4356007 948964410 656 . 31 GOLF HARDGOODS
1207 4356007 949011940 8 . 21 GOLF HARDGOODS
1207 4356006 949040649 61 . 33 GOLF SOFTGOODS
1207 4356006 949130044 1, 252 .40 GOLF SOFTGOODS
1207 4356007 949147113 438 .40 GOLF HARDGOODS
N I KE G O LF Customer Number: 272920 Invoice Number: 948855254
Nike Order Number: 861641867 Invoice Date: 03/18/2013
INVOICE Nike Delivery Number: 304661657 Terms: Net 120
Customer PO No: SHOE AND SOCK Terms begin as of: 03/18/2013
Ordered by: Due Date: 07/16/2013
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
533093-003 NIKE AIR RANGE WP 9.5 PR 1 1 70.00 67.20 67.20
10 PR 1 1 70.00 67.20 67.20
10.5 PR 1 1 70.00 67.20 67.20
11 PR 1 1 70.00 67.20 67.20
11.5 PR 1 1 70.00 67.20 67.20
:> 12 PR 1 1 70.00 67.20 67.20
"Subtotals 6 6 420.00 403.20 403.20
549576-102 WMNS NK AIR EMBELL 8 PR 1 1 64.00 61.44 61.44
8.5 PR 1 1 64.00 61.44 61.44
"Subtotals 2 2 128.00 122.88 122.88
549583-001 WMNS NIKE DELIGHT 6.5 PR 1 1 43.00 41.28 41.28
7 PR 1 1 43.00 41.28 41.28
7.5 PR 1 1 43.00 41.28 41.28
8 PR 1 1 43.00 41.28 41.28
8.5 PR 1 1 43.00 41.28 41.28
9 PR 1 1 43.00 41.28 41.28
"Subtotals 6 6 258.00 247.68 247.68
551458-100 WMNS NIKE LUNAR DU 7 PR 1 1 56.00 53.76 53.76
7.5 PR 1 1 56.00 53.76 53.76
8 PR 1 1 56.00 53.76 53.76
8.5 PR 1 1 56.00 53.76 53.76
9 PR 1 1 56.00 53.76 53.76
9.5 PR 1 1 56.00 53.76 53.76
"Subtotals 6 6 336.00 322.56 322.56
552069-001 NIKE HERITAGE III 9.5 PR 1 1 43.00 41.28 41.28
10 PR 1 1 43.00 41.28 41.28
10.5 PR 1 1 43.00 41.28 41.28
11 PR 1 1 43.00 41.28 41.28
11.5 PR 1 1 43.00 41.28 41.28
12 PR 1 1 43.00 41.28 41.28
"Subtotals 6 6 258.00 247.68 247.68
552070-101 NIKE HERITAGE III 9 PR 1 1 4300 41.28 41.28
9.5 PR 1 1 43.00 41.28 41.28
10 PR 1 1 43.00 41.28 41.28
10.5 PR 1 1 43.00 41.28 41.28
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 charge&on all past due invoices. Anticipation discounts are not allowed. No returns without prior
o authorization from Nike. Shortage claims must be made within 30 days of receipt. All collection tees and costs must be paid by purchaser. Detailed terms and
conditions on reverse side of page 1.
Please remit to: NIKE USA, Inc.
PO Box 847648
Dallas 75284-7648 US
Page 1 of 4
NIKE USA,Inc.
TERMS AND CONDITIONS OF SALE
NIKE USA.inc.("NIKE")offers certain goods bearing NIKE Trademarks(asdefined below)("Product")for sale to retailers that have been authorized by NiKE to
make purchases of such Product("Customers.") By submitting an order to NIKE(each.an"Order"),Customer agrees that such Order will be governed by the
terms and conditions of sale("the Terms and Conditions")in effect at the time the Order is submitted. The Terms and Conditions that are current as of July 1.2011
are set forth below.
1.ORDERS:All Orders submitted by Customer are subject to acceptance by NIKE.The preparation of a purchase order by a sales representative of NiKE.the
submission by Customer of a purchase order to NIKE.or the acknowledgement by NIKE of receipt of a purchase order(Order"confirmation")shall not constitute
NIKE's acceptance of that Order.NIKE may in its sole discretion accept all or anv part of an Order or substitute comparable Product for the items that were
ordered,in either case by shipping Product.NIKE may at any time refuse to ship Product for any reason,even if NIKE has received payment for the applicable
Order and/or has confirmed that Order on NIKE.net or otherwise.NIKE will in its sole discretion determine which of NIKE's products are made available to
Customer for Orders,and determine how to allocate Product among Customer and NIKE's other customers.Accordingly,NIKE reserves the right to discontinue
product lines and to make changes in goods offered at any time.Unlcss 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 us
acceptance by NIKE.Any Order that conflicts with or that includes provisions(other than item and quantity)in addition to these Terms and Conditions will have
no force or effect to the extent it is inconsistent or includes additional 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 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 previous))),offered to Customer.and may change its
prices at any time.Each Order will be invoiced at the prices prevailing at the time that Order is fully recorded into NIKE's central ordering system.Nothing
contained herein shall obligate Customer to resell the Product at any particular price or on any specific terms and conditions notwithstanding suggested retail prices
published by NIKE,if any.
3,TERMS OF SALE:Customer will pay for all Product by the date specified on NiKE's invoice.or if none is specified,within 30 days after the date of that
invoice.Any sum not paid when due is subject to a service charge of 1.517c per month or the maximum rate permitted by law.whichever is lower.The amount
reflected in each NIKE invoice will be deemed to be an account stated unless Customer disputes the amount of that invoice in writing within 30 days after the date
that invoice is due.Customer will pay the undisputed portion of each invoice. NIKE has the right to apply payments it receives from Customer to any of
Customer's invoices and to disregard Customer s instructions to apply payment to any specific invoice. In the event Customer is indebted to NiKE or to any NIKE
affiliate.that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit.
4.SHIPPING;RISK OF LOSS;TITLE:NiKE will ship Product FCA.the NIKE Distribution Center or other shipping point.NiKE is not responsible for any
loss resulting from any delay in shipping or failure to ship.
5.RETURNS:Product that was shipped in accordance with the specifications in the Order is not returnable.If Customer wishes to return Products based on a
claim that they are defective or that they are not comparable to the items that were ordered.Customer may submit to NIKE a request for return:provided,however.
that NiKE will not approve of return requests received by NIKE 30 days or more after delivery of those Products to Customer.NIKE will not issue any refunds or
apply any credits except for items that were approved by NiKE for return.Customer will ship returns at its own expense and will retain title and risk of loss until
receipt by NIKE at the designated return destination.Restocking fees may apply.Any items that are returned without NIKE's approval will be disposed of by
NIKE unless Customer prepays shipping costs for their return to Customer.
6.CUSTOMER'S COVENANTS:
A.The following applies to Customers that are approved to sell Product at a plc}'sisal 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 writin{.Customer will not(a)sell Product
under any store name 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 are purchasing for their personal use and not for resale:or(c)accept orders or sell Product through the
Internet.e-mail or anv other electronic channel,except that Customer may advertise Product through those channels to create or enhance consumer awareness of
Product performance features and/or indicate the availability of Product at an authorized store location so long as Customer complies with Section 9 below.
Customer will at all times provide clean,modern and adequate retail outlet(s)necessary for the proper merchandising and selling of Product.
B.The followinq a r Vies to Customers that are approved to sell Product on a ivebsite.
INTERNET SXL 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 urposes 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(prom 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 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.Th allowing al',�lie.s to Customers that are approved.for a non-retail accoralt.
]f NiKE approves Customer for anon-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 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 industq best practices for security standards,and applicable law.
S.CUSTOMER'S GENERAL REPRESENTATIONS,WARRANTIES AND OBLIGATIONS:
(a)Customer will at all times:(i)use security measures to protect credit card and other personally identifiable information from unauthorized access or use in a
manner consistent with industry best practices and applicable law:(ii)render full,prompt,effective and courteous service before,during and after the retail sale of
Product:(iii)vigorously encourage the retail sale of Product:(iv)meet or exceed any minimum sales volume established by NIKE from time to time:(v)establish
and maintain.independently and in con unction with NIKE,advertising and marketing policies and methods that emphasize the quality and performance of the
Product:and(vi)comply with applicable law in connection with performance of its obligations under the Agreement.
(b)Customer represents and warrants.and each time Customer submits an Order,Customer will be deemed to have represented and warranted,that(i)it wishes to
purchase Product solely for business purposes and not for personal,family or household purposes:and(ii)the most recent financial information provided by
Customer is true,accurate and complete as of the dates indicated in that information and that there has been no material adverse change in Customer's business,
prospects or financial condition since those dates.
Page 2 of 4
N I KE G O LF Customer Number: 272920 Invoice Number: 948855254
n'\, ('� Nike Order Number: 861641867 Invoice Date: 03/18/2013
INVOICE Y o I C E Nike Delivery Number: 304661657 Terms: Net 120
Customer PO No: SHOE AND SOCK Terms begin as of: 03/18/2013
Ordered by: Due Date: 07/16/2013
DUNS#:05-095-7364 Ordered on: 10/01/2012 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 Unit Price Price
11 PR 1 1 43.00 41.28 41.28
12 PR 1 1 43.00 41.28 41.28
"Subtotals 6 6 258.00 247.68 247.68
552082-100 NIKE AIR RIVAL 2.5 10 PR 1 1 48.00 46.08 46.08
10.5 PR 1 1 48.00 46.08 46.08
11 PR 1 1 48.00 46.08 46.08
11.5 PR 1 1 48.00 46.08 46.08
12 PR 1 1 48.00 46.08 46.08
13 PR 1 1 48.00 46.08 46.08
"Subtotals 6 6 288.00 276.48 276.48
552082-102 NIKE AIR RIVAL 2.5 9 PR 1 1 48.00 46.08 46.08
9.5 PR 1 1 48.00 46.08 46.08
10 PR 1 1 48.00 46.08 46.08
10.5 PR 1 1 48.00 46.08 46.08
11 PR 1 1 48.00 46.08 46.08
12 PR 1 1 48.00 46.08 46.08
"Subtotals 6 6 288.00 276.48 276.48
Shipped From: Nike Golf: Memphis
Date Shipped: 03/18/2013
Order Type: Futures Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 25.930;28.770;30.310;
18.560;
Bill of Lading Number:
Pro number:
Tracking Number: 217508270726579;217508270729105;217508270729006;
217508270727767;
Packing list Number: 15505478
Number of Cartons: 4
Special Label Instructions:
Ship-to ID:272920
Store ID:272920
Wholesale Amount Sales Net of Discount Freight Total
2,234.00 2,144.64 57.58 2,202.22
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 pAcy 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'7umpman"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 m 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 N1'KE 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 copyrighted materials.
Upon request by NIKE.Customer will submit to NIKE,for its review.any public statements about NIKE or advertising materials bearing NIKE Trademarks.
Product images.athlete images.or Product descriptions.If NIKE does not approve such materials in writing.within five business days,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 NIKETrademarks in combination with other trademarks.Customer will notify NIKE in writin_of anv infringement or improper use of the NiKE Trademarks
that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and the-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 front NIKE)before placing each Order.An Order that has been accepted by NiKE may be modified only by a
written instrument which expresses an intent to amend,identifies the provision to be amended,and is signed by an authorized representative of NIKE.
13.CONFIDENTIALITY.
A. Non-Disclosure Customer acknowledges that it may have access to information owned or controlled by NiKE or NiKE's Affiliates.disclosure of which would
cause substantial or irreparable harm to NIKE("Confidential Information.")Confidential Information includes the NIKE's marketing plans,information regarding
future releases of NiKE Product.and any other non-public material disclosed to Customer or to which Customer gains access.Customer shall rotect NIKI~'s
Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade
secrets.but in any event no7 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 thud party.
B. Publirin,Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE
or NIKE Products.Customer will not answer questions or give statements about its relationship with NIKE or discuss NIKE Products under circumstances where
Customer knows or has reason to believe that the purpose of the request is to create content for publication in film,television,radio.print or online media,
including blogging.Customer will not hold itself out as a representative of NIKE in any interview or statement,whether or not it is recorded,and whether or not it
is intended for such publication.
C. Idea Submission. If Customer chooses to submit to NIKE or share with NIKE any business plans,product or marketing ideas,or other materials.Customer
agrees that(i)NIKE is not subject to any restrictions in using such materials:Customer hereby grants to NIKE an irrevocAle license to use such materials,without
compensation to Customer:and(u)NIKE is under no obligation to use such plans.ideas.or other materials,or to commercially exploit them in any territory.
14.SEVERABILITY\WAIVER\CONSTRUCTION:If a court of competent jurisdiction determines that any provision of the Agreement is invalid or
unenforceable for any reason,that determination will not affect any other provision unless enforcement of the remaining provisions would be grossly inequitable
under the circumstances or would frustrate the primary purpose of the Agreement.A party's defy 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 wive any other right.constitute a continuing waiver or waive that right on any other occasion.Customer Fias had the opportunity to consult with
its attorney in connection w and the these Terms and Conditions a 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
CONVENTf6N 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 gikt,merger,operation of law,by contract.or otherwise,will be deemed an assignment for
ppurpposes of this Section.Any attempted assignment or delegation by Customer will be void. NIKE may grant,withhold or condition its consent to assignment in
NIKE's sole discretion.If NIKE authorizes an assignment or delegation,that authorization will not release Customer from any of its obligations under tie
Agreement unless(a)the authorization expressly releases Customer:(b)the assignee or delegate agrees in writing to be bound by the Agreement:and(c)any
agreement between Customer and the assignee or delegate sties that NIKE has the right to enforce Customer's rights against the assignee or delegate.
18.SET-OFF:in the event Customer is indebted to NIKE or to any NIKE affiliate,that debt may be offset against credits otherwise owing to Customer to reduce
or eliminate the credit.
19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be
construed to create a partnership.joint venture or any other relationship.
20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and
supersedes prior and contemporaneous oral and written agreements.commitments and understandings concerning that subject matter.
Page 3 of 4
. . N 1 KE G O LF Customer Number: 272920 Invoice Number: 948881563
A'`/ Nike Order Number: 863708365 Invoice Date: 03/19/2013
IN VOICE Nike Delivery Number: 304790544 Terms: Net 90
Customer PO No: REWARDS Terms begin as of: 03/19/2013
Ordered by: Due Date: 06/17/2013
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
510606-047 TOUR FLEX-FIT CAP M/L EA 3 3 15.00 13.50 40.50
L/XL EA 3 3 15.00 13.50 40.50
"Subtotals 6 6 90.00 81.00 81.00
Shipped From: Nike Golf: Memphis
Date Shipped: 03/19/2013
Order Type: Futures Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 1.260; 1.500;
Bill of Lading Number:
Pro number:
Tracking Number: 217508270776277;217508270773726;
Packing list Number: 15523775
Number of Cartons: 2
Special Label Instructions:
Ship-to ID:272920
Store ID:272920
Wholesale Amount Sales Net of Discount Freight Total
90.00 81.00 15.62 96.62
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 chame&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 shippin-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 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 Customers 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 wil ll be invoiced at the Prices prevailing at the time that Order is f611y 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.TERDIS OF SALE:Customer will pay for all Product by the date specified on NIKE's invoice.or if none is specified,within 30 days after the date of that
invoice.Any sum not paid when due is subject to a service charge of 1.5%per month or the maximum rate permitted bylaw.whichever is lower.The amount
-reflected in each NIKE invoice will be deemed to be an account stated unless Customer disputes the amount of that invoice in writing within 30 days after the date
that invoice is due.Customer will pay the undisputed portion of each invoice. NIKE has the right to apply Payments it receives from Customer to any of
Customers invoices and to disregard Customers instructions to apply payment to any specific invoice. In the event Customer is indebted to NIKE or to any NIKE
affiliate,that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit.
4.SHIPPING;RISK OF LOSS;TITLE:NiKE will ship Product FCA.the NIKE Distribution Center or other shipping point.NIKE is not responsible for any
loss resulting from any delay in shipping or failure to ship.
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.cell Product at a phYSical store location(a "brick and morlar"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 followint;a r lies to Customers that are approved to sell Product on 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 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 rom consumers.or(ii)creates the perception that orders are accepted on the site.even if the consumers are in fact redirected to other
websnes 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 creTiit cards,(iii)ship within standard time frames with a
choice of overnight,second day air and ground delivery.and(iv)allow retail consumers to search the Authorized Website(s)and to navigate to a NIKE"concept"
shop in the form of a Web page featuring all Product that Customer sells on the Authorized Website(s)(except for discounted goods,which must be presented on a
separate discount page).
(d) Customer will at all times provide prompt.effective and courteous customer service by telephone for consumers purchasing Product from the Authorized
Website(s)and for other visitors to that or those Website(s).Customer will not(i)permit any fulfillment house or any other third party to fill consumer orders
placed through the Authorized Website(s);or(ii)(iii)use certain trademarked terms.as designated by NiKE,in metadata:or(iv)purchase certain trademarked
terms,as designated by NIKE.as Internet search terms:or(v)use any NiKE trademark in any domain name or URL address.
C.The following applies to Customers that are approved for a iron-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-railer,distributor,or broker:or(iii)
under circumstances where it knows or should know.based on the circumstances of the transaction.that the Product is intended for resale or will likely be resold;
or(b)purchase or sell,offer to sell,or distribute(including at no cost),counterfeit NIKE goods:or(c)purchase authentic NiKE goods from any third party.or(d)
purchase any NIKE Product from,or sell or offer to sell Product on behalf of or for the account of,any other third party;or(e)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
iii= Product:(iii)vigorousl 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,independyently and in conjunction with NIKE,advertising and market[n-policies and methods that emphasize the quality and performance of the
Product;and(vi)comply with applicable law in connection with performance of its o9ligations 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
purcsthase Product solely for business purposes and not for personal,family or household purposes;and(ii)the most recent financial information provided by
Cuomer 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
NIKEGOLF Customer Number: 272920 Invoice Number: 948855253
Nike Order Number: 861641868 Invoice Date: 03/18/2013
INVOICE Nike Delivery Number: 304268242 Terms: Net 120
Customer PO No: BALL I Terms begin as of: 03/18/2013
Ordered by: Due Date: 07/16/2013
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
GL0468-101 PD7 LONG Bi-LING MISC EA 18 18 12.00 11.52 207.36
"Subtotals 18 18 216.00 207.36 207.36
GL0468-701 PD7 LONG BI-LING MISC EA 6 6 12.00 11.52 69.12
"Subtotals 6 6 72.00 69.12 69.12
GL0468-801 PD7 LONG BI-LING MISC EA 6 6 12.00 11.52 69.12
"Subtotals 6 6 72.00 69.12 69.12
GL0480-101 PD7 SOFT BI-L 4-BA MISC EA 36 36 3.67 3.52 126.72
"Subtotals 36 36 132.12 126.72 126.72
GL0481-101 PD7 LONG BI-L 4-BA MISC EA 36 36 3.67 3.52 126.72
"Subtotals 36 36 132.12 126.72 126.72
GLO560-101 ONE RZN MISC EA 6 6 22.50 21.60 129.60
"Subtotals 6 6 135.00 129.60 129.60
GL0561-101 ONE RZN X MISC EA 12 12 22.50 21.60 259.20
"Subtotals 12 12 270.00 259.20 259.20
GLO582-101 20XI-13 MISC EA 6 6 33.00 31.68 190.08
"Subtotals 6 6 198.00 190.08 190.08
GL0583-101 20X1-13 X MISC EA 12 12 33.00 31.68 380.16
`"Subtotals 12 12 396.00 380.16 380.16
GL0634-101 20X1&ONE RZN 2-B MISC EA 1 1 222.00 0.00
"Subtotals 1 1 396.00 0.00
GL9169-101 MOJO 13 DOUBLE DOZ MISC EA 24 24 13.00 13.00 312.00
"Subtotals 24 24 312.00 312.00 312.00
All Nike USA,Inc.products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by
Nike. A service charge of 1 ''/z% er month will be chargedton 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 Terns 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 of 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 eoods`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'i'erms 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
Z.PRICES:NIKE may correct typographical or other errors in pricing,may reduce or cancel any discounts previously offered to Customer,and may change its
prices at any time.Each Order will be invoiced at the prices prevailing at the time that Order is fully recorded into NIkE's central ordering system.Nothing
contained herein shall obligate Customer to resell the Product at any particular price or on any specific terms and conditions notwithstanding suggested retail prices
published by NIKE,if any.
3.TERMS OF SALE:Customer will pay for all Product by the date specified on NIKE's invoice.or if none is specified.within 30 days after the date of that
invoice.Any,;out not paid when clue 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 deeined to be an account7stated 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 mstrucuons 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 fidlon ing applies to Customers that are approved to.cell 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//��riies to Customers that are approved to sell Product on a website.
INTERNET SALES-If NIKE approves Customer for Internet sales,then Customer is authorized to sell Product to retail consumers via the Internet only from the
website or websites identified in the Credit Application or otherwise approved by NIKE in writing(the"Authorized Website(s)")and to deliver that Product 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). Forpumposes of this Section 613(b),a"transactional website"means a shopping portal,online marketplace.or other site which either(i)is
m
capable of accepting orders ttro consumers.or(ii)creates the p erception 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"
m
shop in the for of a Web page featuring all Product that Customer selis 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 followint ap)lies to Customers that are approved for a nun-retail account.
If NIKE approves elustomer for a non-retail account.Customer will distribute Product at no cost to the teams•players and sports participants,and other groups or
individuals specified by NIKE or will sell at no profit(that is.sell at NIKE's invoice price).
7.GENERAL RESTRICTIONS:Customer will not directly or indirectly:(a)sell,consign or otherwise transfer Product(i)outside the United States(and,if a
"brick and mortar"store,other than at the approved physical store location or locations):or(ii)to another retailer,or to an e-tailer•distributor,or broker:or(iii)
under circumstances where it knows or should know,based on the circumstances of the transaction,that the Product is intended for resale or will likely be resold:
or(b)purchase or sell•offer to sell,or distribute(including at no cost),counterfeit NIKE goods;or(c)purchase authentic NIKE goods from any third 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:(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 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 deemmed 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
. . ICI I KE G O LF b/ Customer Number: 272920 Invoice Number: 948855253
C Nike Order Number: 861641868 Invoice Date: 03/18/2013
INVOICE Nike Delivery Number: 304268242 Terms: Net 120
Customer PO No: BALL I Terms begin as of: 03/18/2013
Ordered by: Due Date: 07/16/2013
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: 03/18/2013
Order Type: Futures Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 18.500; 18.500; 18.500;
18.500; 17.570; 17.500;
9.220;8.250; 19.360;
18.120; 18.120; 19.360;
19.360;
Bill of Lading Number:
Pro number:
Tracking Number: 217508270739739;217508270740919;217508270740568;
217508270740865;217508270703501;217508270701750;
217508270704522;217508270750550;217508270739852;
217508270739548;217508270739586;217508270740445;
217508270740025;
Packing list Number: 15482736
Number of Cartons: 13
Special Label Instructions:
Ship-to ID:272920
Store ID :272920
Wholesale Amount Sales Net of Discount Freight Total
1,935.24 1,870.08 81.50 1,951.58
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 poiicv 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"Juntpman"logo.and all other trademarks owned Qv NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes
that the NIKE Trademarks possess substantial goodwill and agrees that it will not use or di'spla y NIKE Trademarks in a manner that would disparage or damage
them.or represent that it has any ownership in,or attempt to license,the NiKE Trademarks.All goodwill associated with Customer's use of the NikE Trademarks
will be owned exclusively by NIKE.Customer will comply with NIKE's latest trademark usage guidelines,which NIKE may provide and circulate from time to
time.as well as any other policies governing the use of(r)NIKE logos and other trademarks.ancr(ii)product and athlete images and other copyrighted materials.
Upon request by NIKE.Customer will submit to NIKE.for its review,any public statements about NIKE or advertising materials bearing NIKE Trademarks.
Product images.athlete images,or Product descriptions.If NIKE does not approve such materials in writing.within five business days.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 anv 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 NON INFRINGEMENT.
IL 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 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. Publicity Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE
or NIKE Products.Customer will not answer questions or give statements about its relationship with NIKE or discuss NIKE Products under circumstances where
Customer knows or has reason to believe that the purpose of the request is to create content for publication in film.television,radio,print or online media.
including blogging.Customer will not hold itself out as a representative of NiKE in any interview or statement,whether or not it is recorded.and whether or not it
is intended for such publication.
C. idea.Submission. if Customer chooses to submit to NIKE or share with NIKE any business plans.product or marketing ideas.or other materials.Customer
agrees that(i)NIKE is not subject to any restrictions in using such materials:Customer hereby grants to NIKE an irrevocable license to use such materials,without
compensation to Customer:and(u)NIKE is under no obligation to use such plans.ideas,or other materials,or to commercially exploit them in any territory.
14.SEVERABILITY\WAIVER\CONSTRUCTION:If a court of competent jurisdiction determines that any provision of the Agreement is invalid or
unenforceable for any reason,that determination''will not affect any other provision unless enforcement of the remarmng 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 Teas had the opportunity to consult with
its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney:therefore.no rule of
construction or interpretation that disfavors NIKE or that favors Customer will apply to its interpretation.
15.ATTORNEYS'FEES\GOVERNING LA NWORUM SELECTION:Customer will Pay all costs.collection agency fees,expenses,reasonable attorney fees
(whether incurred prior to,at trial or on appeal)incurred by NIKE in connection with the collection of any past due sums.The Agreement,and all disputes arising
out of the Agreement or out of the relationship between NiKE and Customer,will be governed by the laws of the state of Oregon. THE UNITED NATIONS
CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer irrevocably consents to the jurisdiction of
the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any
objection that such venue is an inconvenient forum.Customer will not initiate an action against NIKE in any other jurisdiction.DIKE may bring an action in any
forum. 1
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 majedre event,except that nothing in this Section 16 will
excuse Customer from its payment obligations.
17.RESTRICTION ON ASSIGNMENT:Customer will not assign any right conferred herein by NiKE without the prior written consent of an authorized NIKE
representative.A change of control of Customer by stock sale or girt,merger,operation of law,by contract.or otherwise.will be deemed an assignment for
purposes of this Section.Any attempted assignment or delegation by Customer will be void. NIKE may grant,withhold or condition its consent to assignment in
NIKE's sole discretion.If NIKE authorizes an assignment or delegation.that authorization will not release Customer from any of its obligations under 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&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 4
VOUCHER NO. WARRANT NO.
ALLOWED 20
Nike USA, Inc.
IN SUM OF $
P.O. Box 847648
Dallas, TX 75284-7648
$4,250.42
ON ACCOUNT OF APPROPRIATION FOR
Brookshire Golf Club
PO#/Dept. INVOICE NO. ACCT#/TITLE AMOUNT Board Members
1207 I 948855254 I 43-560.06 I $2,202.22 1 hereby certify that the attached invoice(s), or
1207 948855253 43-560.0%7 $1,951.58 bill(s)( ) is (are) true and correct and that the
1207 I 948881563 I 43-560.061 $96.62
materials or services itemized thereon for
which charge is made were ordered and
received except
Wednesday, March 27, 2013
Director, Brookshl 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))
03/18/13 948855254 Soft Goods $2,202.22
03/18/13 948855253 Hard Goods $1,951.58
03/19/13 I 948881563 I Soft Goods I $96.62
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 `/ Customer Number: 272920 Invoice Number: 949130044
Nike Order Number: 861641262 Invoice Date: 03/29/2013
INVOICE Nike Delivery Number: 302971597 Terms: Net 60
Customer PO No: EVENT LOGO GLOVE Terms begin as of: 03/29/2013
Ordered by: Scott Lentz Due Date: 05/28/2013
DUNS#:05-095-7364 Ordered on: 1010112012 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 Quantityl Wholesale Net Unit Total
Product Code Ordered Shipped Unit Price Price
GG0379-101 CRESTED CLASSIC FL S EA 6 6 10.50 8.92 53.52
M EA 6 6 10.50 8.92 53.52
ML EA 12 12 10.50 8.92 107.04
L EA 12 12 10.50 8.92 107.04
XL EA 12 12 10.50 8.92 107.04
"Subtotals 48 48 504.00 428.16 428.16
GG0380-101 CRESTED CLASSIC FL S EA 6 6 10.50 8.92 53.52
M EA 12 12 10.50 8.92 107.04
ML EA 18 18 10.50 8.92 160.56
L EA 18 18 10.50 8.92 160.56
XL EA 12 12 10.50 8.92 107.04
"Subtotals 66 66 693.00 588.72 588.72
GG0381-101 CRESTED CLASSIC FL M EA 6 6 10.50 8.92 53.52
ML EA 6 6 10.50 8.92 53.52
L EA 6 6 10.50 8.92 53.52
XL EA 6 6 10.50 8.92 53.52
"Subtotals 24 24 252.00 214.08 214.08
Shipped From: Nike Golf: Memphis
Date Shipped: 03/29/2013
Order Type: Futures Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier ) W
Weight: 43.470;
Bill of Lading Number: ✓ 1�
Pro number:
Tracking Number: 58413370100718;
Packing list Number: 15510864
Number of Cartons: 1
Special Label Instructions:
Ship-to ID:272920
Store ID:272920
Wholesale Amount Sales Net of Discount Freight Total
1,449.00 1,230.96 21.44 1,252.40
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 charge of 1 '/z% per month will be charged on all past due invoices. Anticipation discounts are not allowed. No returns without prior
authorization from Nike. Shortage claims must be made within 30 days of receipt. All collection 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.
'PERMS AND CONDITIONS OF SALE
NIKE USA.Inc.("NIKE")otters certain goods hearing NIKE Trademarks(asclefined below)("Product")for sale to retailers that have been authorized by NiKE to
make purchases of such Product("Customers.") liv sd�mitting all order to NIKE(each.1111"Order") Customer agrees that such Order will be governed by the
terms and conditions ol'sale("the Terms and Conditions")in effect at the time the Order is submitted. The Terms and Conditions that are current as of.lulv I.2011
are set forth below.
1.ORDERS:All Orders submitted by Customer are subject to acceptance by NiKE.The preparation of a purchase order by a sales representative of NIKE.the
submission by Customer of a purchase order to NIKE.or the acknowledgement by NIKE of receipt of a purchase order(Order"confirmation")shall not constitute
NIKE.'s acceptance of that Order.NiKE may in its sole discretion accept all or any part of an Order or substitute comparable Product Ibr the items that were
Ordered,in either case by shippinw 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 arc made available to
Customer for Orders.and determine how to allocate Product among Customer and NIKE's other customers.Accordingly.NIKE reserves the right to discontinue
product lines and to make changes in goods offered at any time.Unless Customer complies wilh Section regarding returns Customer will be deemed to have
accepted those substitute goodson the terms aillmed in NIKE's invoice.NIKE may cancel an Order, anv time bceause the Order contains an incorrect price.
requests Product that Customer is not authorized to sell.or liar 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'l-erms and Conditions will have
no force or effect to the extent it is inconsistent or Includes additional terms.NIKE,will he entitled to accept anv 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 CLISIOIIIer. Each Order will be subject to and governed in all res ecis by
(al these Terms and Conditions.and(b)it applicable.Customers creche application and account agreement. Each Order.together with these Terms and Conditions
and.if applicable Customers credit application and account agreement,may be referi'ed to collectively as the"Agreement"
2.PRICES:NIKE may correct typographical or other errors in pricing.may reduce or cancel anv discounts previously offered to Customer.and may change its
prices at any time.Each Order will be invoiced at the prices pievadmg al 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 anv specific terms and conditions notswi(hstandiing 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 it none is specified.within 30 clays after the date of that
invoice.Any sum not paid when due is subfect to a service charge of l.>i'r per month or the maximum rate permitted by law.whichever is lower.The amount
reflected in each NIKE'Invoice will be deeined 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(CUSlonei's instructions(o apply payment to any specific invoice. In the event Customer is indebted to NIKE or to any NIKE
affiliate,that debt niav be ofl:set against credits otherwise owing to Customer to reduce or eliminate the credit.
d.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 detective 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.Restockine 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 1o11otrin,applies to Customers that are approreel to.cell Product at a phYsiral store log otion((I "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 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 are purchasing for then'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 niav 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 Ibr the proper merchandising and selling of Product.
B.The}ollotnin,a/Jrr>lies to Customers that are approved to sell Product wt a trebsite.
INTERNET SALES-if NiKE approves Customer for Internet sales.then Customer is authorized to sell Product to retail consumers via the Intemet 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 o'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 consuniel:s.or(ii)creates the'�terception that orders are accepted on the site,even if the consumers are in fact redirected to other
websites for order placement. The term"transactional websiteexcludes 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 o'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 anv 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.771e tblhnring ap plies to Customers thou 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 of-
individuals specified by NIKE or will sell at no profit(that is,sell at NIKE's invoice price).
7.GENERAL RESTRICTIONS:Customer will not directly or indirectly:(a)sell,consign or otherwise transfer Product(i)outside the United States(and.if a
"brick and mortar"store,other than at the approved physical store location or locations):or(ii)to another retailer.or to an e-tailer.distributor,or broker:or(iii)
under circumstances where it knows or should know,based on the circumstances of the transaction,that the Product is intended for resale or will likely be resold:
or(b)purchase or sell,offer to sell.or distribute(including at no cost).counterfeit NIKE goods:or(c)purchase authentic NIKE goods from any third party:or(d)
purchase any NIKE Product from.or sell or offer to sell Product on behalf of or for the account of.any other third party:or(e)it'-NIKE sets a Launch date for a
particular NIKE Product.sell that product prior to the date and time stated by NIKE:or(t) 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 Lull,prompt.effective and courteous service before,during and after the retail sale of
ProducC(iii)vigorously encourage the retail sale of Product:(iv)meet or exceed any minimum sales volume established by NIKE from time to time:(v)establish
and maintain,independently and in con unction with NIKE,advertising and marketing policies and methods that emphasize the quality and performance of the
Product:and(vi)comply with applicabl',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,faniily 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
y
take an 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 Lilt m any amount to a Nike employee.(b)give a non-cash gift worth more than S200 to a Nike eniplovee.
or(c)give a Lift of any kind to any relative.fiicnd,associate or charitable organization favored by n Nike employer 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"]unipncan"1020.and all other uadcmarks owned Iry NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes
that the NIKE Tricdcncarl-s possess substantial goodwill and agrees that it will not use or display NIKE,Trademarks in a manner that would dlisparage or damage
them.or represent that it has anv ownership in.or attempt to license.the NIKE Trademarks.All goodwill associated with CnBkmler'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
lime,as well as any other policies governing the use of mNIKE fogos and other trademarks,and(ii)�iroduel and athlete incases and other copyrighted materials.
Upon request by NIKE.Customer will submit to NIKE.for its rcyiew,anv public statements about NO or advertising materials hearing NIKE Trademarks.
Product images,athlete images.or Product descriptions.if NIKE does not appprove such nialerials in writing.within five business days,the materials shall be
deemed rejected and Custoner shall cease any use of the rejected materials.Cusunncr will not use anv malls confusingly similar to the NIKE Trademarks or use
the NIKE Trademarks in combination with other tracencarks.Customer will notify NIKE in writing of any intringencent or improper use of the NIKE Trademarks
that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and thc_NIKE rek,umtion for qualifv are extreme]\'valuable to NIKE.
and that NIKE does not authorize Customer to sell anv datiiagcd or defective NIKE Product. Accordlingly, ustoncer agrees that NIKE Product which may be
damaged or defective.tot-anv reason.shall be.at NIKE's sole election,eithcr returned to NIKE or disposed of according to NIKE's instructions. NIKE and its
agents shall have the right to tviticcss such destruction.
10.LIMITED REMEDY;DISCLAiMER OF IMPLIED WARRANTIES:If anv 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 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 NON INFRINGEMENT.
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.toil(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 Customci submits that Order.AccordingIv,Customer will review the then-current version of the Terms and Conditions(available at
the Nike.net websne,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 intern to ascend.identifies the provision to be amended,and is signed by an authorized representative of NIKE.
13.CONFIDENTIALITY.
A. Non-Disclosure. Customer acknowledges that it may have access to information owned or controlled by NIKE or NIKE's Affiliates,disclosure of which would
cause substantial or irreparable harm to NIKE("Confidential Information.")Confidential Information includes the NIKE's marketing plans,information regarding
future releases of NIKE Product.and any other non-public material disclosed to Customer or to which Customer gains access.Customer shall protect NiKP'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 anv 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 anv third party.
B. Publicrn Restrictions. Customer trill 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 flu purpose of the request is to create content for publication in film,television,radio,print or online media,
including Mugging.Customer will not hold itself out as a representative of NIKE in any interview or statement,whether or not it is recorded,and whether or not it
is intended for suck publication.
C. Idea Subinission. 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 anv restrictions in using such materials:Customer hereby grants to NIKE an irrevocke 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 anv reason,that determination will not affect any other provision unless enforcement of the iencaining 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 modifv the Agreement,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.CustomerTcas 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:Cu5101ne1"will pay all costs.collection agency fees,expenses.reasonable attornev fees
(whether incurred prior to,at trial or on appeal)incurred by NiKE in connection with the collection of any past clue sums.The Agreement.and all disputes arising
out of the Agreement or out of the relationship between NiKE and Customer.will be governed by the laws of the state of Oregon. THE UNITED NATIONS
CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer irrevocably consents to the jurisdiction of
the state and federal courts located in the state of Oregon in connection with anv 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 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 for the duration of the force majeure event,except that nothing in this Section 16 will
excuse Customer from its payment obligations.
17.RESTRICTION ON ASSIGNMENT:Customer will not assign any right conferred herein by NIKE without the prior written consent of an authorized NIKE
representative.A change of control of Customer by stock sale or girt.merger.operation of law,by contract,or otherwise,will be deemed an assignment for
ppurrpposes of this Section.Anv all led 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 anv 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 Agr=eemene and(c)any
agreement between Customer and the assignee or delegate states that NIKE has flu right to enforce Customer's rights against the assignee or delegate.
18.SET-OFF:In the event Customer is indebted to NIKE or to any NIKE affiliate.that debt may be offset against credits otherwise owing to Customer to reduce
or eliminate the credit.
19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be
construed to create a partnership,joint venture or any other relationship.
20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and
supersedes prior and contemporaneous oral and written agreements.commitments and understandings concerning that subject matter.
Page 3 of 3
N 1 KE G O LF 6/ Customer Number: 272920 Invoice Number: 949147113
A'`V/ (+C E Nike Order Number: 861641852 Invoice Date: 03/29/2013
INVOICE Nike Delivery Number: 304935265 Terms: Net 120
Customer PO No: BAG Terms begin as of: 03/29/2013
Ordered by: Due Date: 07/27/2013
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 Codei Ordered Shipped Unit Price Price
BG0287-001 NIKE XTREME SPORT MISC EA 1 1 83.00 79.68 79.68
"Subtotals 1 1 83.00 79.68 79.68
BG0287-184 NIKE XTREME SPORT MISC EA 1 1 83.00 79.68 79.68
"Subtotals 1 1 83.00 79.68 79.68
BG0308-010 NIKE SPORT CART II MISC EA 1 1 83.00 79.68 79.68
"Subtotals 1 1 83.00 79.68 79.68
BG0308-013 NIKE SPORT CART II MISC EA 1 1 83.00 79.68 79.68
"Subtotals 1 1 83.00 79.68 79.68
BG0308-180 NIKE SPORT CART II MISC EA 1 1 83.00 79.68 79.68
"Subtotals 1 1 83.00 79.68 79.68
Shipped From: Nike Golf:Oxnard,CA
Date Shipped: 03/29/2013
Order Type: Futures Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 8.000;7.010;7.010;
7.010;8.000;
Bill of Lading Number:
Pro number:
Tracking Number: 239838470099299;239838470099305;239838470099312;
239838470099329;239838470099336;
Packing list Number: 15523101
Number of Cartons: 5
Special Label Instructions:
Ship-to ID:272920
Store ID :272920
Wholesale Amount Sales Net of Discount Freight Total
415.00 398.40 40.00 438.40
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 I %z% er month will be charge&on all past due invoices. Anticipation discounts are not allowed. No returns without prior
authorization from Nike. Shortage claims must be made within 30 days of receipt. All collection 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 hearing NIKE Trademarks(ascicfine(I helow)("Product")for sale to retailers that have been authorized by NIKE to
make purchases of such Product("CUSloinerS.") By sulmtittng an order to NIKE(each.an"Order").Customer agrees that such Order will be governed 6v the
terms and conditions of sale("the Toms and Conditions")in effect at the time the Order is submitted. The Terms and Conditions that are current as of July I.2011
are set forth below.
1.ORDERS:All Orders submitted by Customer are subject to acceptance by NIKE.The preparation of a purchase order by a sales representative of NIKE.the
submission by Customer of a purchase order to NIKE.or the acknowledgenmcni by NIKE of receipt of a purchase order(Order"confirmation")shall not constitute
NIKE's acceptance of that Order.NIKE may in its sole discretion accept all or anv prat of an Order or substitute comparable Product for the items that were
ordered,in cither 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 thhat Order on NIKE.net or otherwise.NIKE..will in its sole discretion determine which of NIKE's}}products arc made available to
Custpricr 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 anv 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 in Order at anv time because the Order contains an incorrect price,
requests Product that Caslome'r is not authorized to sell.or fur anv other reason.even if NIKE has acknowledged or confirmed that Order or has receircd 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(Iuantity)in addition to these-Ternis and Conditions will have
no fierce 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
iclrphonic request om'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
la)these Terms and Conditions.and(b)if applicable.Customer's credit apphcati(n air(]account agreement. Each Order,together with these Terms and Conditions
and,it applicable Customer's credit application and account agreement.may be relened to collectively as the"Agreement"
2.PRICES:NIKE stay correct typographical or other errors in pricing.may reduce or cancel anv discounts previously offered to Custontcr.and may change its
prices at anv tune.Each Order will be invoiced at the{prices prevailing at the time that Order is fidly recorded into NIKE's central ordering system.Nothin-g
contained herein shall obligate Custontcr to resell the Product at any pa ticulai 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 Produce by the(late specified on NIKE's invoice,or if none is specified,within 30 days after the date of that
invoice.Any suns not paid when due is subject to a service charge of 1.517r per month or the maximum rate permitted by law,whichever is lower.The aniount
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 front C(ISlOmer 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 anv NiKE
affiliate,that debt niav be offset against credits otherwise owing to Customer to reduce or eliminate the credit.
d.SHIPPING;RISK OF LOSS;TITLE:NiKE will ship Product FCA,the NIKE Distribution Center or other shipping point.NIKE is not responsible for anv
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 CUSIOm1Cr wishes to return Products based on a
claim that they are detective 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 anv 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
reset t b'NIKE at the designated return destination.Restocking fees stay apply.Any items that are returned without NIKE's approval will be disposed of by
NIKIp unless Customer prepays shipping costs for their return to Customer.
6.CUSTOMER'S COVENANTS:
A.The fi)llowinz;applies to Customers that are approved to sell Product tit a phl'siurl store locution to "brick urid 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 anv 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 ntay 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 li,llowinr;al)plies to Customers that are approved to sell Product on a a ebsite.
INTERNET SALES-If NIKE approves Customer for Internet sales.then Customer is authorized to sell Product to retail consumers via the Internet only from the
website or websites identified in the Credit Application or otherwise approved by NiKE in writing(the"Authorized Website(s)")and to deliver that Product only to
consumers with mailing addresses in the United States.its territories and possessions.
(a) The Authorized Website(s)will not be co-branded with the name or other trademarks of any other person or entity.
(b) The Authorized Website(s)will not link to.or provide data feeds to.any transactional website,or permit any transactional website to link to the
Authorized Website(s). For purposes of this Section 613(6).a"transactional website"means a shopping portal,online marketplace,or other site which either(i)is
capable of accepting=orders from consumers,or(ii)creates the perception that orders are accepted on the site,even if the consumers are in fact redirected to other
websites for order placement. The term"transactional website' excludes websites which aggregate images and information about merchandise without conducting
sales transactions.
(c) The Authorized Websne(s)will have features and functions that are standard in the industry,including the ability to:0)confirm availability or
unavailability of NiKE Product at the time the retail consumrer 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 Wehsite(s)and to navigate to a NIKE"concept"
shop in the fort))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 arose 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/)llox in,L al))lies to Cerstomers 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-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 tb)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)ifNIKE sets a launch dste or 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 b'NIKE from time to time:(v)establish
and maintain.independently and in corn nction with NIKE,advertising and marketing policies and methods that emphasize the quality and performance of the
Product:and(vi)1 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 he deenred 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 Gilts.Gratuities and Other Payments,available from Nike upon request. Customer shall not
take anv action that could reasonably be expected to violate-the policy or induce a Nike cmplovee to violate the policy. In particular.but without limiting the
preceding sentence.Customer shall putt(a)give a cash gift in any anxuutt to a Nike employee.(b)Rice a non-cash gift worth more than$300 to a Nike employee.
or Ic)gn'e a gift of any kind to anv relative,friend,associalc or charitable organization favored by a Nike cmploycc if there is an_v 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"Jumproan"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 1101 use or display NIKE Trademarks in 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 NikE Trademarks
Will be owned exclusively by NIKE.Customer will comply with NIKE's latest trademark usage guidelines.which NIKE may proyidc and circulate from lime to
time.as well as anv other policies governing the use of(i)NIKE logos and other trademarks.ancClii)Iproduel and athlete images and other copyrighted materials.
Upon request by NIKE.Cusiomcr will submit to NIKE.for its review,anv public statements about NIKE or advertising materials hearing NIKE"trademarks.
Product Images.athlete images.or Product descriptions.If NIKE does not approVc such materials in writing,within five business days,the materials shall be
deemed rejected and Customcr shall cease anv use of the rejected materials.Customer will not use anv marks confusingly similar to the NIKE Trademarks or use
the NIKE Trademarks In comhination with other trademarks.Customcr will notify NIKE in writing of anv infi'ingennerit or improper use of the NIKE Trademarks
that comes to its attention. Customer acknowlcdt.cs and agrees that the NIKE Trademarks and the NIKE'rehutauon for quality are extremely Valuable to NIKE.
and that NIKE does not authorize Customer to sell any damaml or defective NIKE Product. Accordingly.Cusiomcr agrees that NIKE Product which may he
damaged or defective,for any reason.shall be.at NIKE's sole elect ion.ei(her 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 Customcr will be.
at NIKE's election.if the defect is material.to either(a)replace that defective Product or(h)refund the amount Customer paid NIKE for that defective Product.AS
BETWEEN CUSTOMER AND NiKE.NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES.EXPRESS AND IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY.FITNESS FOR A PARTICULAR PURPOSE.TITLE AND NONINFRINGEIviENT.
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.QTHER CLAIMS.THE AN401JNT 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 Onchtding negligence and strict liability).or any other themry.
12.MODIFICATION:NIKE tray at any time,in NIKE's sole discretion.modify its Terms and Conditions of sale.Each Order will be governed by the Ternns and
Conditions in effect at the time Customer submits that Order.Accordingly.Customcr will review the then-current version of the Terms and Conditions(available at
the Nikemet website.in the catalogue,or by request from NIKE)before placing each Order.An Order that has been accepted by NIKE may be modified only by a
written instrument which expresses an intent to amend•identifies the provision to be amended.and is signed by an authorized representative of NIKE.
13.CONFIDENTIALITY.
A. Non-Disclosure. Customer acknowledges that it may have access to information owned or controlled by NIKE or NIKE's Affiliates,disclosure of which Would
cause substantial or irreparable harm to NIKE("Confidential Information.")Confidential Information includes the NIKE's marketing plans.information regarding
future releases of NIKE Product.and any other non-public material disclosed to Customer or to which Customer gains access.Customer shall protect 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 trade
secrets.but in any event no less tliian reasonable care.Customer shall make Confidential Information available only to those emplovees of Customer who need to
know the rnformEtion in connection with Customers business.and shall not disclose Confidential Information to Eny third party.
B. Public iry 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 fop'such publication.
C. Idea Submission. If Customcr chooses to submit to NIKE or share with NIKE anv business plans.product or marketing ideas.or other materials.Customer
agrees that 0)NIKE is not subject to anv restrictions in using such materials:Customer hereby grants to NiKE an irrevocaplc license to use such materials,without
compensation to Customer:and(it)NIKE is under no obligation to use such plans.ideas,or other materials.or to commercially exploit them in any territory.
14.SEVERABILITI'\R'AR'ER\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 provision unless enforcement of the renaming provisions would be grossly inequitable
under the circumstances or would frustrate the primary propose 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 anv 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.Customerlias had the opportunity to consult with
its attomev 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\FORUNI 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 governed by the laws of the state of O U
regon. THE NITED NATIONS
CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer irrevocably consents to the jurisdiction of
the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any
objection that such venue is an inconvenient forum.Customer will not initiate an action against NIKE in anv other jurisdiction.NgKE may bring an action in any
forum.
16.FORCE NIAJEURE:If it becomes impossible for either Customer or NIKE to perform its obligations under the Agreement as a result of fire,flood.
earthquake,or other natural disaster,that party's performance may be delayed for the duration of the force majeure event.except that nothing in this Section 16 will
excuse Customer from its payment obligations.
17.RESTRICTION ON ASSIGNMENT:Customer will not assign any right conferred herein by NIKE without the prior written consent of an authorized NIKE
representative.A change of control of Customer by stock sale or girt.merger.operation of law,by contract.or otherwise.will be deemed an assignment for
ppurrpposes of this Section.Any attempted assignment or delegation by Customer will be void. NIKE may grant.withhold or condition its consent to assignment in
NIKE's sole discretion.If NIKE authorizes an assignment or delegation,that authorization will not release Customer front any of its obligations under the
Agreement unless(a)the authorization expressly releases Customcr:(b)the assignee or delegate agrees in writing to be bound by the AgreemenC and(c)any
atireenpent 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 agmements.commitments and understandings concernin g 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
$1,690.80
ON ACCOUNT OF APPROPRIATION FOR
Brookshire Golf Club
PO#/Dept. INVOICE NO. ACCT#/TITLE AMOUNT Board Members
1207 949147113 43-560.01 $438.40 I hereby certify that the attached invoice(s), or
1207 949130044 43-560.06 $1,252.40 bill(s) is (are) true and correct and that the
materials or services itemized thereon for
which charge is made were ordered and
received except
Friday, April 05, 2013
Director, Brookshir sf 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))
03/29/13 949147113 Bags $438.40
03/29/13 949130044 Gloves $1,252.40
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 &/ Customer Number: 272920 Invoice Number: 949040649
Nike Order Number: 861641262 Invoice Date: 03/26/2013
INVOICE Nike Delivery Number: 304358265 Terms: Net 60
Customer PO No: EVENT LOGO GLOVE Terms begin as of: 03/26/2013
Ordered by: Scott LentZ Due Date: 05/25/2013
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
GG0380-101 CRESTED CLASSIC FL XXL EA 6 6 10.50 8.92 53.52
'*Subtotals 6 6 63.00 53.52 53.52
Shipped From: Nike Golf: Memphis
Date Shipped: 03/26/2013
Order Type: Futures Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 1.830;
Bill of Lading Number:
Pro number:
Tracking Number: 58413370093904;
Packing list Number: 15530952
Number of Cartons: 1
Special Label Instructions: (�
Ship-to ID:272920
Store ID:272920
Wholesale Amount Sales Net of Discount Freight Total
63.00 53.52 7.81 61.33
All Nike USA,Inc.Products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by
Nike. A service charge of 1 �'/2% er month will be 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 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 an other reason,even if NIKE has acknowledged or confirmed that Order or has received payment
for that Order.In the latter case.NIKE will,at its election,either-'refund the payment or credit Customer's account.Customer may not cancel an Order after its
acceptance by NIKE.Any Order that conflicts with or that includes provisions(other than item and quantity)in addition to these Terms and Conditions will have
no force or effect to the extent it is inconsistent or includes additional terms.NIKE will be entitled to accept any Order and to rely on any other written or
telephonic request or notice given by a person that appears to be an employee or agent of Customer. Each Order will be subject to and governed in all respects by
(a)these Terms and Conditions,and(b)if applicable.Customer's credit application and account agreement. Each Order,together with these Terms and Conditions
and,if applicable Customer's credit application and account agreement,may be referred to collectively as the"Agreement".
2.PRICES:NIKE may correct typographical or other errors in pricing,may reduce or cancel any discounts Previously offered to Customer,and may change its
prices at any time.Each Order wil l be invoiced at the prices prevailing at the time that Order is fully recorded into NiKE's central ordering system.Nothing
contained herein shall obligate Customer to resell the Product at any particular price or on any specific terns and conditions notwithstanding suggested retail prices
published by NIKE,if any.
3.TERMS OF SALE:Customer will pay for all Product by the date specified on NIKE's invoice,or if none is specified-within 30 days after the date of that
invoice.Any sum not paid when due is subject to a service charge of 1.5%per month or the maximum rate permitted by law,whichever is lower.The amount
reflected in each NIKE invoice will be deemed to be an account stated unless Customer disputes the amount of that invoice in writing within 30 days after the date
that invoice is due.Customer will pay the undisputed portion of each invoice. NIKE has the right to apply payments it receives from Customer to any of
Customer's invoices and to disregard 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.
d.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.RETURN'S: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(ire approved to sell Product at a physical store location(a "brick and mortar"store).
STORES-Except as expressly permitted in subsection 6.13 and/or 6.0 below,or when otherwise approved by NIKE in writing.Customer will not(a)sell Product
under any store name or at any physical store location other than under the store name and at the particular physical store identified in this Credit Application or.in
the case of multiple store locations.at the location to which the Product was shipped(assuming it was an approved location):(b)sell Product other than to retail
consumers physically present at such store location who are purchasing for their personal use and not for resale:or(c)accept orders or sell Product through the
Internet.e-mail or any other electronic channel,except that Customer may advertise Product through those channels to create or enhance consumer awareness of
Product performance features and/or indicate the availability of Product at an authorized store location so lone as Customer complies with Section 9 below.
Customer will at all times provide clean,modern and adequate retail outlet(s)necessary for the proper merchandising and selling of Product.
B.The following a>>lie.s to Customers that are approved to sell Product an 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 purposes of this Section 613(b).a"transactional website"means a shopping portal,online marketplace,or other site which either(i)is
capable of acceptine orders from 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 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 a!1 Product that Customer sells-on the Authorized-Wcbsite(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/bllowing ap/dies 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 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 ol,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
in 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 conl'unction with NIKE,advertising and marketing policies and methods that emphasize the quality and performance of the
Product:and(vi)comply with applicable law in connection with performance of its obligations under the Agreement.
(b)Customer represents and warrants,and each time Customer submits an Order.Customer will be deemed to have represented and warranted,that(i)it wishes to
purchase Product solely for business purposes and not for personal,family or household purposes;and(ii)the most recent financial information provided by
_ Customer is true,accurate and complete as of the dates indicated in that information and that there has been no material adverse change in Customer's business.
prospects or financial condition since those dates.
Page 2 of 3
(c) Customer has received and reviewed Nikes policy regarding Gifts.Gratuities and Other Payments.available from Nike upon request. Customer shall not
take any action that could reasonably be expected to violate the policy or induce a Nike employee to violate the policy. In particular,but without limiting the
preceding sentence.Customer s m m
hall not(a)give a cash gift in any amount to a Nike eployee.(b)give a non-cash gift worth more than 5300 to a Nike employee.
or(c)give a gift of any kind to any relative.fiend,associate or charitable organization favored by a Nike employee if there is any implied expectation of a return
favor `
9.TRADEMARKS:Customer acknowledges NIKE's sole ownership of and exclusive right,title and interest in and to the name"NIKE."the name"Jordan,"the
NIKE Swoosh logo design,the Jordan"Jumpman"logo.and all other trademarks owned by NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes
that the NIKE Trademarks possess substantial goodwill and agrees that it will not use or display NIKE Trademarks in a manner that would disparage or damage
them,or represent that it has any ownership in.-or attempt to license,the NIKE Trademarks.All goodwill associated with Customers use of the N1`KE Trademarks
will be owned exclusively by NIKE.Customer will comply with NIKE's latest trademark usage�Mlidelincs,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.anchii)product and athlete images and other copyrighted materials.
Upon request by NIKE.Customer will submit to NIKE.for its review,any public statements about NIKE or advertising materials bearing NIKE"Trademarks.
Product images.athlete images,or Product descriptions.If NIKE does not approve such materials in writing,within five business days.the materials shall be
deemed icjccted 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 infrimgrment 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 extreme]\,vahiahle 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.cither returned to NiKE or disposed of accordin_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.
a(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 DISCLAINIS 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 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"f O THE CLAIM.AND FOR ALL OTHER CLAIMS.THE AMOUNT CUS7'OI\IER PAID_NIKE WITHIN-THE -
THREE-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.These limitations will apply regardless of whether the legal theory of liabilit\ for
damages arises under contract.tort(including negligence and strict liability).or any other theory. `
12.MODIFICATION:NIKE may at any time,in NIKE's sole discretion,modify its Terns and Conditions of sale.Each Order will be governed by the Terms and
Conditions in effect at the time Customer submits that Order.Accordingly.Customer will review the then-current version of the Terms and Conditions(available at
the Nike.net website.in the catalogue.or by request from NIKE)before placing each Order.An Order that has been accepted by NIKE may be modified only by a
written instrument which expresses an intent to amend,identifies the provision to be amended,and is signed by an authorized representative of NIKE.
13.CONFIDENTIALITY.
A. Non-Disclosure. Customer acknowledges that it may have access to information owned or controlled by NIKE or NIKE's Affiliates,disclosure of which would
cause substantial or irreparable harm to Ni'KE("Confidential Information.")Confidential Information includes the NIKE's marketing plans.information regarding
future releases of NIKE Product.and any other non-public material disclosed to Customer or to which Customer gains access.Customer shall protect NiKh'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. Publiciry Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE
or NIKE Products.Customer will not answer questions or give statements about its relationship with NIKE or discuss NIKE Products under circumstances where
Customer knows or has reason to believe that the purpose of the request is to create content for publication in film.television.radio,print or online media.
including blogging.Customer will not hold itself out as a representative of NIKE in any interview or statement,whether or not it is recorded.and whether or not it
is intended for such publication.
C. bleu 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\YVAIVER\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 reniaimng 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 nip iance7 with any of the
provisions of the Agreement will not constitute a waiver or otherwise mod it} the Agreement.and a party's waiver of any right related to the Agreement on one
occasion will not w1tive any other right.constitute a continuing waiver or waive that right on any other occasion.Customer has had the opportunity to consult with
its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney:therefore.no rule of
construction or interpretation that disfavors NIKE or that favors Customer will apply to its interpretation.
15.ATTORNEYS'FEES\GOVERNING LAWWORUNI SELECTION:Customer will pay all costs.collection agency fees.expenses.reasonable attorney fees
(whether incurred prior to.at trial or on appeal)incurred by NIKE in connection with the collection of any past due sums.The Agreement.and all disputes arising
out of the Agreement or out of the relationship between NIKE and Customer,will be governed by the laws of the state of Oregon. THE UNITED NATIONS
CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer irrevocably consents to the jurisdiction of
the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any
objection that such venue is an inconvenient forum.Customer will not initiate an action against NIKE in any other jurisdiction.NIKE may bring an action in any
forum.
16.FORCE NIA.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 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 wifl not assign any right conferred herein by NIKE without the prior written consent of an authorized NIKE
representative.A change of control of Customer by stock sale or girt,merger,operation of law,by contract.or otherwise,will be deemed an assignment for
ppurrppores of this Section.Anv attempted assignment or delegatior 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 la)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 tK right to enforce Customer's rights against the assignee or delegate.
18.SET-OFF: In the event Customer is indebted to NIKE or to am NIKE affiliate.that debt may be offset against credits otherwise owing to Customer to reduce
'— or efiminate the credit. `
19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be
construed to create a partnership,joint venture or any other relationship.
20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and
supersedes prior and contemporaneous oral and written agreements.commitments and understandings concerning that subject matter.
Page 3 of 3
. . N I KE G O LF i16/ Customer Number: 272920 Invoice Number: 948964409
A'`, Nike Order Number: 861641867 Invoice Date: 03/22/2013
INVOICE Nike Delivery Number: 304262226 Terms: Net 120
Customer PO No: SHOE AND SOCK Terms begin as of: 03/22/2013
Ordered by: Due Date: 07/20/2013
DUNS#:05-095-7364 Ordered on: 1010112012 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 _j
SGO128-016 WMNS DRIFIT LTWT N MISC EA 6 6 3.75 3.60 21.60
"Subtotals 6 6 22.50 21.60 21.60
SGO128-151 WMNS DRIFIT LTWT N MISC EA 6 6 3.75 3.60 21.60
"Subtotals 6 6 22.50 21.60 21.60
SG0303-001 DRIFIT PERFORM TAB MISC EA 12 12 3.00 2.88 34.56
"Subtotals 12 12 36.00 34.56 34.56
SG0303-101 DRIFIT PERFORM TAB MISC EA 24 24 3.00 2.88 69.12
"Subtotals 24 24 72.00 69.12 69.12
SG0379-134 2-PR DRI-FIT PERF MISC EA 12 12 7.00 6.72 80.64
"Subtotals 12 12 84.00 80.64 80.64
SG0386-101 WMN DRIFIT TIP NSH MISC EA 6 6 3.00 2.88 17.28
"Subtotals 6 6 18.00 17.28 17.28
SG0386-121 WMN DRIFIT TIP NSH MISC EA 6 6 3.00 2.88 17.28
"Subtotals 6 6 18.00 17.28 17.28
Shipped From: Nike Golf: Memphis
Date Shipped: 03/22/2013
Order Type: Futures Order
Direct Ship Factory PO#: DC'
Carrier: Federal Express �I
Mode of Transport: Standard v
Incoterms: Free carrier
Weight: 12.940;
Bill of Lading Number:
Pro number:
Tracking Number: 217508270865704;
Packing list Number: 15481177
Number of Cartons: 1
Special Label Instructions:
Ship-to ID:272920
Store ID:272920
Wholesale Amount Sales Net of Discount Freight Total
273.00 262.08 10.14 272.22
All Nike USA.Inc.products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by
Nike. A service charge of 1 'h% er month will be charaeXon all past due invoices. Anticipation discounts are not allowed. No returns without prior
authorization from Nike. Shortage claims must be made witKin 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.
TERNIS AND CONDITIONS OF SALE
NIKE USA.Inc.("NIKE")offers certain;nods 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 6v the
terms and conditions of sale("the Terms and Conditions")in effect at the time th m
e Order is submitted. The Ter ,and Conditions that are current as of July I.2011
are set forth below,
1.ORDERS:All Orders submitted by Customer are subject to acceptance by NIKE.The preparation of a purchase order by a sales representative of NIKE,the
submission by Customer'of a purchase order to NIKE,ur the acknowledgement by NIKE of receipt 01'a purchase order(Order"confirmation")shall not constitute
NIKE's acceptance of that Order.NIKE may in its sole discretion accept all or anv pan of an Order or subs coin rvable 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 NIK-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
CUSIOIner 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 chanties in goods offered at any time.Unless Customer complies with Section 5 regarding rctiu'ns.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 all incorrect price.
requ m
ests 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 res tests by
(a)these Terms and Conditions.and(h)if applicable.Customers credit application and account agreement. Each Order,tosether withihese Term,and Conditions
and.if applicable Customers credit application and account agreement.may be referred to collectively as the"Agreement"
2.PRICES:NIKE ntav CUIrCCI typographical or other errors In pricing,may reduce or cancel any discounts pI' VIOLISly 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 fitlly recorded into NIKE's central ordering system.Nothins
contained herein shall obligate Customer to resell the Product at any particular price 01'011 any specific terms and conditions notwithstanding suggested retail prices
published by NIKE,if any.
3.TERNIS OF SALE:Customer will pay lot-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 1517e 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 clays after the date
that invoice is due.Customer will pay'the undisputed portion of each invoice. NIKE has the right to apply payntents 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.
a.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
m
apply any credits except for items that were approved by NIKE for retu .Customer will ship returns at its own expense and will retain title and risk(;floss until
resetpl 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 fi4lowinq applies to Customers that are approved to sell Product at a physical store location((I "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 urchasmg 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 merchandism,and selling of Product.
B.The tu(!nn it,( )lies to Customers that are approved to sell Product oil website.INTERNET SALES-If NIKE approves Customer for Internet sales,then Customer is authorized to sell Product to retail consumers via the Internet only from the
website or websites identified in the Credit Application or otherwise approved by NIKE in writing(the"Authorized Website(s)")and to deliver that Product 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). Forpurposes 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 t 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 tfiat Customer sells on the Authorized Website(s)(except for discounted goods,which must be presented on a
separate discount page).
Of 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 retadata: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 fiollotvin,ap)lies to Customers thol are approved 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 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 party:or(d)
purchase any NIKE Product from.or sell or offer to sell Product on behalf of or for the account of,any other third party:or(e)if NIKE sets a launch date for a
particular NIKE Product,sell that product prior to the date and time stated by NIKE:or(f) collect or use any sensitive personal data about consumers other than in
compliance with industry best practices for security standards.and applicable law.
8.CUSTOMER'S GENERAL REPRESENTATIONS,WARRANTIES AND OBLIGATIONS:
(a)Customer will at all times:0)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 front 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 6)it wishes to
purcsthase Product solely for business purposes and not for personal.family or household purposes:and(ii)the most recent financial information provided by
Cuomer is true,accurate and complete as of the dates indicated in that information and that there has been no material adverse change in Customer's business.
prospects or financial condition since those dates.
Page 2 of 3
(c) Customer has received and reviewed Nike's policy regarding Gifts.Gratuities and Other Payments.available from Nike upon request. Customer shall not
take anv action that could reasonably be expected to violate the policy or induce a Nike employee to violate the police. In particular,but without bunting the
preceding sentence.Customer shall not(a)g;ve a cash silt in anv amount to a Nike employee.(b)give a non-cash gift worth more than S200 to a Nike employee.
or(c)give a sift of any kind to anv relative.friend.associate or charitable organization Livored bv`a Nike employee if there is any implied expectation of a relurn
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".lumpman"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 NIXE Tradcntarks
Will be owned exclusively by NIKE.Customer will comply with NIKE's latest trademark usage('sidelines.which NIKE may provide and circulate from time to
time.as well as anv other policies governing the use of mNIKE.logos and other trademarks amhii)product and athlete images and other copyrighted materials.
Upon request by NIKE.Cuslomcr\Vill submit to NIKE.for Its reylew.anv public statements about NIKE or advertising materials hearing NIKE'trademarks.
Product Images,athlete images,or Product descriptions.If NIKE does not approve such materials in writing.within fi\e business days,tfie materials shall be
dcenied rejected and Customer shall cease any use of the rejected materials.Customer will not use anv marks confusingly similar to the NIKE Trademarks or use
the NIKE7radentarks in combination with other trademarks Customer will notify NIKE in writing of anv infrin*cmclit or improper use of the NIKE Trademarks
that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and the`NIKE'reputauon for quality are extremely valuable to NIKE.
and that NIKE hoes not authorize Customer to sell anv damaged or defective NIKE Product. Accordingly.Customer agrees that NIKE Product which ntay be
damaged or detective.for anv reason,shall be.at NIKE's sole clection.either returned to NIKE or disposed of according to NIKE's instructions. NIKE and its
agent shall have the right to witness such destruction.
10.LIMITED REMEDY;DISCLAIMER OF IMPLIED WARRANTIES: If any Product is detective,NIKE's sole and exclusive liability to Customer will be.
at NIKF's election,if the defect is material,to either(a)replace that defective Product or(b)refund the amount Customer tad NIKE for thaf 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 NONINFRINGEMENT.
11.LIMI'T'ATION 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 AN40UNT CUSTOMER PAID
NIKE FOR THE PRODUCT GIVING RISE TO.THE CLAIM.AND_EOR ALL OTHER CLAIMS.THE AN40UNT CUSTOMER PAID NIKE WITHIN THE
THREE-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.These limitations will apphv?eZzardless 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 ntav 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 Cuslontersubmits that Order.Accordingly.Customer will review the then-current version of the Terns 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. Nun-Dist losure. Customer acknowledges that it ntav have access to information owned or controlled by NIKE or NIKE's Affiliates.disclosure of which would
cause substantial or irreparable harm to NIXE("Confidential information.")Confidential Information includes the NIKE's marketing plans.information regarding
future releases of NIKE Product.and anv other non-public material disclosed to Customer or to which Customer gains access.Customer shall rotect 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 trade
secrets.but in any event no less than reasonable care.Customer shall make Confidential Information available only to those ernplovees 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. Publiciq 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 filet,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 irrevocalble 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, m
other occasion.Custoer Teas had the opportunity to consult with
its attornev 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
CONVENThON ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS FiLL 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 wising out of or in connection with the Agreement and waives any
objection that such venue is an inconvenient forma.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 stay 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 anv 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 gilt.merger.operation of law.by contract.or otherwise,will be deemed an assignment for
ppurposes of this Section.Any attempted assignment or delegation by Customer will be void. NiKE may grant.withhold or condition its consent to assignment in
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&right to enforce Customer's tights against the assignee or delegate.
18.SET-OFF:In the event Customer is indebted to NIKE or to any NIKE affiliate,that debt may be offset against credits otherwise owing to Customer to reduce
or eliminate the credit. `
19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be
construed to create a partnership.joint venture or any other relationship. `
20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and
supersedes prior and contemporaneous oral and written agreements,commitments and understandings concerning that subject matter.
Page 3 of 3
. . N 1 KE G O LF 4/ Customer Number: 272920 Invoice Number: 949011940
Nike Order Number: 861641872 Invoice Date: 03/25/2013
INVOICE Nike Delivery Number: 305194634 Terms: Net 120
Customer PO No: FREE DEMO Terms begin as of: 03/25/2013
Ordered by: Due Date: 07/23/2013
DUNS#:05-095-7364 Ordered on: 1010112012 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
GD1462-001 VRS COVERT MRG DR R EA 1 1 206.00 0.00
"Subtotals 1 1 206.00 0.00
Shipped From: Nike Golf: Memphis
Date Shipped: 03/25/2013
Order Type: Futures Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 3.000;
Bill of Lading Number:
Pro number:
Tracking Number: 217508270959304;
Packing list Number: 15550408
Number of Cartons: 1
Special Label Instructions:
Ship-to ID:272920
Store ID :272920
V�
Wholesale Amount Sales Net of Discount Freight Total
206.00 0.00 8.21 8.21
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 'h9� per month will be char—e&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 fees and costs must be paid by purchaser. Detailed terms and
conditions on reverse side of page 1.
Please remit to: NIKE USA, Inc.
PO Box 847648
Dallas 75284-7648 US
Page 1 of 3
NIKE USA,Inc.
TERMS AND CONDITIONS OF SALE
NIKE USA,Inc.("NIKE")offers certain goods bearing=NIKE.Trademarks(asdefined below)("Pruduct")for sale to retailers that have been authorized by NiKE to
make purchases of such Product("Customers.") By suimnitting 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 cuiTent as of,luly 1.2011
are set torth 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.oi'the acknosvlcdgentent 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 nnay at any time refuse to ship Product for any reason.even if 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 nro(hicts 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 oil the terms outlined in NIKE's invoice.NIKE may cancel an Order at any ante 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 Wray 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 rely on anv other written or
telephonic request or notice given by a person that appears to be all employee or agent of Customer. Each Order will be subject fo and governed in all respects by
(a)these Terms and Conditi(ms.and(b)if applicable.CnSlomei'S credit application and account agreement. Each Order.together with these Terms and Conditions
and,it 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.nt;p"reduce or cancel any discounts 4treviously offered to Customer.and may change its
prices at anv 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 anv particular price or on any specific terms and conditions notwithsrunding suggested retail prices
published by NIKE.if any
3.TERMS OF SALE:Customer will pav for all Product by the date specific(!om NIKE's invoice,or if none is specified,within 30 days after the date of that
invoice.Any sum not paid when due is suhlect to a service charge of 1.�%,per month or the mtaxinmum 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 ppaynnents it receives front Customer to any of
Customer's invoices and to disregard Customer s instructions to apply payment to any specific invoice. hn tlne 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.
d.SHIPPING;RISK OF LOSS;TITLE:NIKE will ship Product FCA.the NIKE Distribution Center or other shipping point.NIKE is not responsible for anv
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 of 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 of more after delivery of those Products to Customer.NIKE will not issue any refunds or
apply anv credits except for items that were approved by NIKE for return.Customer will ship rettuTis 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
NIKI�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 physic al 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-marl of anv other electronic channel.except that Customer may advertise Product through those channels to create or enhance consumer awareness of
Product performance features and/or indicate the availability of Product at an authorized store location so long as Customer complies with Section 9 below.
Customer will at all times provide clean,modern and adequate retail outiet(s)necessary for the proper merchandising and selling of Product.
B.The follon ins;a n�rlies 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 tidemarks 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 6f3(b).a"transactional website"means a shopping portal,online marketplace,or other site which either(i)is
capable of accepting orders from consumers.or(it)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 deliverv,and(iv)allow retail consumers to search the Authorized Website(s)and to navigate to a NIKE"concept"
shop in the form of a Web page featuring all Product that Customer sells on the Authorized Website(s)(except for discounted goods.which must be presented on a
separate discount page).
(d) Customer will at all times provide prompt.effective and courteous customer service by telephone for consumers purchasing Product from the Authorized
Website(s)and for other visitors to that or those Website(s).Customer will not(i)permit any fulfillment house or any other third patty 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
terms,as designated by NIKE,as Internet search terms:or(v)use any NIKE trademark in any domain name or URL address.
C.The folloi ing cq dies 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 tears.plavers 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):(r(ii)to another retailer,or to an e-tailer.distributor,or broker:or(iii)
under circumstances where it knows or should know,based on the circumstances of the transaction,that the Product is intended for resale or will like) 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 gaily:or(d)
purchase any NIKE Product front,or sell or offer to sell Product on behalf of or for the account of,anv 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 nnarketng policies and methods that emphasize the quality and performance of the
Product:and(vi)comply with applicable law in connection with performance of its o6hgatons 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 retum
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°Juripman"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(i)NIKE logos and other trademarks,ancF(n)product and athlete images and other copyrighted materials.
Upon request by NIKE,Customer will submit to NIKE.ffor its review,any public statements about NIKE or advertising materials bearing NiKE Trademarks,
Product images,athlete images.or Product descriptions.If NiKE does not approve such materials in writing,within five business days,the 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 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'RISETO-THE Cl:AIM;AND-FOR ALL C)Tl-IER-^L-AIMS—T--lE AMOUN-T--USTOMER-PAID-NIKE-WITHIN THE
THREE-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.These limitations will apply regardless of whether the legal theory of liability for
damages arises under contract,tort(including negligence and strict liability),or any other theory.
12.MODIFICATION:NIKE may at any time,in NiKE's sole discretion.modify its Terms and Conditions of sale.Each Order will be governed by the Terms and
Conditions in effect at the time Customer submits that Order.Accordingly,Customer will review the then-current version of the Terms and Conditions(available at
the Nike.net website,in the catalogue,or by request from NIKE)before placing each Order.An Order that has been accepted by NIKE may be modified only by a
written instrument which expresses an intent to amend.identifies the provision to be amended,and is signed by an authorized representative of NIKE.
13.CONFIDENTIALITY.
A. Non-Disclosure. Customer acknowledges that it may have access to information owned or controlled by NiKE or NIKE's Affiliates,disclosure of which would
cause substantial or irreparable harm to NIKE("Confidential Information.")Confidential Information includes the NIKE's marketing plans.information reggarding
future releases of NiKE Product.and any other non-public material disclosed to Customer or to which Customer gains access.Customer shall protect NIKE's
Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade
secrets,but in any event no less than reasonable care.Customer shall make Confidential Information available only to those employees of Customer who need to
know the information in connection with Customer's business,and shall not disclose Confidential Information to any third party.
B. Puhliciry Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or.statement about NiKE
or NIKE Products.Customer will not answer questions or give statements about its relationship with NIKE or discuss NIKE Products under circumstances where
Customer knows or has reason to believe that the purpose of the request is to create content for publication in film,television.radio,print or online media,
including blogging Customer will not hold itself out as a representative of NIKE in any interview or statement,whether or not it is recorded.and whether or not it
is intended for such publication.
C. idea Subinission. 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 irrevockle license to use such materials,without
compensation to Customer;and(u)NIKE is under no obligation to use such plans,ideas,or other materials.or to commercially exploit them in any territory.
14.SEVERABILITY\WAIVER\CONSTRUCTION:If a court of competent jurisdiction determines that any provision of the Agreement is invalid or
unenforceable for any reason,that determination will not affect any other provision unless enforcement of the remaining provisions would be grossly inequitable
under the circumstances or would frustrate the primary purpose of the Agreement.A party's delay or failure to enforce or insist on strict compliance with any of the
provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement.and a party's waiver of any right related to the Agreement on one
occasion will not waive any other right,constitute a continuing waiver or waive that right on any other occasion.Customer has had the opportunity to consult with
its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney:therefore.no rule of
construction or interpretation that disfavors NIKE or that favors Customer will apply to its interpretation.
15.ATTORNEYS'FEES\GOVERNING LAWWORUM SELECTION:Customer will Pay all costs,collection agency fees.expenses,reasonable attorney fees
(whether incurred prior to,at trial or on appeal)incurred by NIKE in connection with the collection of any past due sums.The Agreement,and all disputes arising
out of the Agreement or out of the relationship between NIKE and Customer,will be governed by the laws of the state of Oregon. THE UNITED NATIONS
CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer irrevocably consents to the jurisdiction of
the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any
objection that such venue is an inconvenient forum.Customer will not initiate.an action against NIKE in,any other jurisdiction.NIKE may bring an action in any
forum.
16.FORCE MAJEURE:If it becomes impossible for either Customer or NIKE to perform its obligations under the Agreement as a result of fire,flood.
earthquake,or other natural disaster,that party's performance may be delayed for the duration of the force majeure event,except that nothing in this Section 16 will
excuse Customer from its payment obligations.
17.RESTRICTION ON ASSIGNMENT:Customer will not assign any right conferred herein by NIKE without the prior written consent of an authorized NIKE
representative.A change of control of Customer by stock sale or 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 tyre
Agreement unless(a)the authorization expressly releases Customer;(b)the assignee or delegate agrees in writing to be bound by the Agreement:and(c)any
agreement between Customer and the assignee or delegate states that NiKE has the right to enforce Customer's rights against the assignee or delegate.
18.SET-OFF:In the event Customer is indebted to NiKE or to any NIKE affiliate,that debt may be offset against credits otherwise owing to Customer to reduce
or eliminate the credit.
19.RELATIONSHIP:The relationship of NiKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be
construed to create a partnership,joint venture or any other relationship.
20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and
supersedes prior and contemporaneous oral and written agreements,commitments and understandings concerning that subject matter.
Page 3 of 3
. . N I ICE G O LF V Customer Number: 272920 Invoice Number: 948964410
[�� �
Nike Order Number: 861641871 Invoice Date: 03/22/2013
INVOICE OI '+C Nike Delivery Number: 304610911 Terms: Net 120
Customer PO No: CLUB LAUNCH Terms begin as of: 03/22/2013
Ordered by: Due Date: 07/20/2013
DUNS#:05-095-7364 Ordered on: 1010112012 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
GD1462-001 VRS COVERT MRG DR S EA 1 1 206.00 197.76 197.76
R EA 1 1 206.00 197.76 197.76
"Subtotals 2 2 412.00 395.52 395.52
GH0570-001 VRS COVERT MRG HY R EA 1 1 124.00 119.04 119.04
"Subtotals 1 1 124.00 119.04 119.04
GY0845-001 VRS COVERT MRG FW R EA 1 1 138.00 132.48 132.48
"Subtotals 1 1 138.00 132.48 132.48
Shipped From: Nike Golf: Memphis
Date Shipped: 03/22/2013
Order Type: Futures Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 6.700;
Bill of Lading Number:
Pro number: /
Tracking Number: 217508270859024;
Packing list Number: 15516384
Number of Cartons: 1
Special Label Instructions:
Ship-to ID:272920
Store ID:272920
Wholesale Amount Sales Net of Discount Freight Total
674.00 647.04 9.27 656.31
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
o Nike. A service char-e of I '/2c7r, per month will be charge&on all past due invoices. Anticipation discounts are not allowed. No returns without prior
authorization from Nike. Shortage claims must be made within 30 days of receipt. All collection fees and costs must be paid by purchaser. Detailed terms and
conditions on reverse side of page I.
Please remit to: NIKE USA, Inc.
PO Box 847648
Dallas 75284-7648 US
Page 1 of 3
NIKE USA,Inc.
TERNIS AND CONDITIONS OF SALE
NIKE USA.Inc.("NIKE")offer:s certain goods bearing NiKE Trademarks(asdefined below)("Product")for sale to retailers that have been authorized by NIKE to
make purchases of such Product("CLISkmlel'S.") By submitting an order to NIKE(each.an"Order").Customer agrees that such Order will be governed by the
terms and conditions of sale("the Terms and Conditions")in effect at the time the Order is submitted. The Terms and Conditions that are current as of.luly 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,oi'the acknowledgement by NIKE of receipt of a purchase order(Order"confirmation")shall not constitute
NIKE's acceptance of that Order.NIKE ma_v in its sole discretion accept all orally 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 thhat Order on NIKE.net or othervvise.NIKE will in its sole discretion determine which of NIKE's roducts 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 tune.Unless Customer complies with Section S regarding retiu'ms.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
lur 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 he in employee or agar of Customer. Each Order will be subject fo and governed in all respects by
al these Terms and Conditions.and 16)if applicable.Customer's credit application and account agreement. Each Order.together with these Terms and Conditions
and.if applicable Customers credit application and account agreement.may be referred to collectively as the"Agreement"
2.PRICES:NIKE may correct typographical or other errors in pricing.may reduce or cancel any discounts previously offered to Customer.and may change its
prices at any time.Each Order will be invoiced at the pricer prevailing at the time that Order is fully recorded into NiKE's central ordering system.Nothing
contained herein shall obligate Customer to resell the Product at any particular price or on any specific terms and conditions notwithstanding suggested retail prices
published by NIKE.if any_
3.TERNIS OF SALE:Customer will pay for all Product by the date specified on NIKE's invoice.or if none is specified,within 30 days after the date of that
invoice.Any sum not paid when(Inc is subject to a service charge of I.5r7t per month or the niamoRlin 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
Customers 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 reyn-st 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 nut 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_fbl(nwin applies to Customers that are approved to sell Product at a phYsical store location lot "brink and mortar"store).
STORES-Except as expressly permittcd in subsection 6.B and/or 6.0 below.or when otherwise approved by NIKE in writing.Customer will not(a)sell Product
under any store name or at any physical store location other than under the store name and at the particular physical store identified in this Credit Application or.in
the case of multiple store locations.at the location to which the Product was shipped(assuming it was an approved location):(b)sell Product other than to retail
consumers physically present at such store location who are purchasing for their personal use and not for resale:or(c)accept orders or sell Product through the
Internet,e-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 outlet(s)necessary for the proper merchandising and selling of Product.
B.The fillon ine ti flies to Custonters that are approved to sell Product on a website.
INTERNET SALES-If NIKE approves Customer for Internet sales.then Customer is authorized to sell Product to retail consumers via the Internet only from the
website or websites identified in the Credit Application or otherwise approved by NIKE in writing(the"Authorized Website(s)")and to deliver that Product 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.whuh 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 fol(ox'ing tqt flies to Customers that are apl?roved.fbr a non-retail account.
If NIKL approves ustomer for a non-retail account.Customer will distribute Product at no cost to the teams.players and sports participants.and other groups or
individuals specified by NIKE or will sell at no profit(that is.sell at NIKE's invoice price).
7.GENERAL RESTRICTIONS:Customer will not directly or indirectly:(a)sell,consign or otherwise transfer Product(i)outside the United States(and.if a
"brick and mortar"store.other than at the approved physical store location or locations):or(ii)to another retailer.or to an e-taller.distributor.or broker:or(iii)
under circumstances where it knows or should know.based on the circumstances of the transaction,that the Product is intended for resale or will likely be resold:
or(b)purchase or sell.offer to sell.or distribute(including at no cost),counterfeit NIKE goods:or(c)purchase authentic NIKE goods from any third airy: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)ifNIKE 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.
A.CUSTOMER'S GENERAL REPRESENTATIONS,WARRANTIES AND OBLIGATIONS:
tat 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 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 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
e 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 in 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 sift in any amount to a Nike employee.(b)give a non-cash gilt worth more than$200 to a Nike employee.
or(c)give a gift of any kind to any relative,friend,assaiciate 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"Junnpman"logo.and all other trademarks owned Inv NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes
that the NIKE Trademar)s possess substantial goodwill and agrees that it will not use or display NIKE Trademarks in a manner that would disparage or damage
them,or represent that it has any ownership in or attempt to license.the NIKE Trademarks.All goodwill associated with Cus(omer's use of the NIkE Trademarks
will be owned exclusively by NIKE.Customer will comply with NIKE's latest trademark usage Zuidclines,which NIKE may provide and circulate from time to
time,as well as any other policies governing the use of h)NIKE logos and other trademarks.arnkii)product and athlete i nages and other copyrighted materials.
Upon request by NIKE.Customer will submit to NIKE.for its review,any public statements about NiKE or advertising materials hearing NIKE Trademarks.
Product images.athlete images,or Product descriptions.if NIKE does not approve such materials in writing.within five hnSiIICSS clays,the materials shall be
deemed rejected and Customer shall cease anw use of the rejected materials.Customer will 1101 use any marls confusingly similar to the NIKE Trademarks or use
the NIKE Trademarks in combination with ot7ner trademarks.Customer will notify NIKE in writing of any infrinacnicot or improper use of the NIKE Trademarks
that comes to its attention. Customer acknowledges and agrees that the NIKE Tridemarks and the NIKE reputation for quality are exu'cmelw valuable to NIKF...
and that NIKE does not authorize Customer to sell am damaged or defective NIKE Product. Accordingly.Customer agrees that NIKE Product which may be
damaged of defective.for any reason.shall be.at NIKE's soli elect ion.either returned to NIKE,or disposed of according-to NiKE's instructions. NIKE,and its
agents shall have the right to witness such destruction.
10.LIMITED REMEDi';DISCLAIMER OF iMPLIED WARRANTIES: If any Product is defective.NIKE's sole and exclusive liability to Customer will be.
at NIKE's election,if the defect is material,to either(a)replace that defective Product or(b)refund the amount Customer paid NIKE for that defective Product.AS
BETWEEN CUSTOMER AND NIKE,NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES.EXPRESS AND IMPLIED.
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY.FITNESS FOR A PARTICULAR PURPOSE.TITLE AND NONINFRINGEMENT.
11.LIMITATION ON DAMAGES AND ACTIONS:NIKE WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT,INTERRUPTION OF BUSINESS OR
ANY SPECIAL.CONSEQUENTIAL,INCIDENTAL.INDIRECT.SPECIAL.EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR SUSTAINED BY
CUSTOMER OR ANY O 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-'r'OR'THE-PRODUCT GiViNG-RISE"TO"THE"CLAIM-ANN)-FOR ALC'OTHER'CLAINlS-THE Ai\iOUNT 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 lilacing each Order.An Ordcr that has been accepted by NIKE may 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.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 NIKK'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. Pubiicit'Resn-ictions. 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 foe suds 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 irrevocL]e license to use such materials,without
compensation to Customer:and(it)NIKE is under no obligation to use such plans,ideas,or other materials.or to commercially exploit them in any territon.
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 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 light related to the Agreement on one
occasion will not waive any other right,constitute a continuing waiver or waive that right on any other occasion.Customer Teas had the opportunity to consult with
its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney:therefore,no rule of
construction or interpretation that disfavors NIKE or that favors Customer will apply to its interpretation.
15.ATTORNEYS'FEES\GOVERNING 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
CONVENTf6N ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOOIJS 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 giTt,mergee.operation of law.by contract,or otherwise.will be deemed an assignment for
ppurrpposes of this Section.Any attem ted assignment or delegation by Customer will be void. NIKE may grant.withhold or condition its consent to assignment in
NIKE's sole discretion.If NIKE authorizes an assignment or delegation,that authorization will not release Customer from any of its obligations under the
Agreement unless(a)the authorization expressly releases Customer:(b)the assignee or delegate agrees in writing to be bound by the Agreement:and(c)any
agreement between Customer and the assignee or delegate states that NIKE has the right to enforce Customer's rights against the assignee or delegate.
18.SET-OFF:In the event Customer is indebted to NIKE or to any NIKE affiliate.that debt may be offset against credits otherwise owing to Customer to reduce
or eliminate the credit.
19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be
construed to create a partnership,joint venture or any other relationship.
20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and
supersedes prior and contemporaneous oral and written agreements,commitments and understandings concerning that subject matter.
Page 3 of 3
VOUCHER NO. WARRANT NO.
ALLOWED 20
Nike USA, Inc.
IN SUM OF $
P.O. Box 847648
Dallas, TX 75284-7648
$998.07
ON ACCOUNT OF APPROPRIATION FOR
Brookshire Golf Club
PO#/Dept. INVOICE NO. ACCT#/TITLE AMOUNT Board Members
1207 948964410 43-560.07 $656.31 1 hereby certify that the attached invoice(s), or
1207 948964409 43-560.06 $27222 bill(s) is (are) true and correct and that the
1207 949011940 43-560.07 $8.21
materials or services itemized thereon for
1207 949040649 43-560.06 $61.33
which charge is made were ordered and
received except
Wednesday, April 03, 2013
Director, Brookshir 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))
03/22/13 948964410 Hard Goods $656.31
03/22/13 948964409 Soft Goods $272.22
03/25/13 949011940 Hard Goods $8.21
03/26/13 949040649 Soft Goods $61.33
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