HomeMy WebLinkAbout222514 07/30/2013 CITY OF CARMEL, INDIANA VENDOR: 361198 Page 1 of 1
0 ONE CIVIC SQUARE NIKE USA INC CHECK AMOUNT: $1,683.74
CARMEL, INDIANA 46032 PO BOX 847648
o�io DALLAS TX 75284-7648 CHECK NUMBER: 222514
CHECK DATE: 7/30/2013
DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION
1207 4356007 70018014 197 . 76 GOLF HARDGOODS
1207 4356006 951457018 54 . 71 GOLF SOFTGOODS
1207 4356006 951470282 49 . 91 GOLF SOFTGOODS
1207 4356006 951796779 147 . 21 GOLF SOFTGOODS
1207 4356006 951796780 69 . 65 GOLF SOFTGOODS
1207 4356007 951869484 1, 164 . 50 GOLF HARDGOODS
. . N I KE G O LF 4/ Customer Number: 272920 Invoice Number: 951470282
Nike Order Number: 870827039 Invoice Date: 07/08/2Q13
INVOICE Nike Delivery Number: 309833845 Terms: Net 60
Customer PO No: NIKE HERITAGE Terms begin as of: 07/08/2013
Ordered by: Due Date: 09/06/2013
DUNS#:05-095-7364 Ordered on: 07/07/2013 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
552069-001 NIKE HERITAGE III 9 PR 1 1 43.00 41.28 41.28
"Subtotals 1 1 43.00 41.28 41.28
Shipped From: Nike Golf: Memphis
Date Shipped: 07/08/2013
Order Type: At-Once Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 3.200;
Bill of Lading Number:
Pro number:
Tracking Number: 217508272845704;
Packing list Number: 15865408
Number of Cartons: 1
Special Label Instructions:
Ship-to ID:272920
Store ID :272920
Wholesale Amount Sales Net of Discount Freight Total
43.00 41.28 8.63 49.91
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
authorization from Nike. Shortage claims must be made witEin 30 days of receipt. All collection fees and costs must be paid by purchaser. Detailed terms and
conditions on reverse side of page 1.
Please remit to: NIKE USA,Inc.
PO Box 847648
Dallas 75284-7648 US
Page 1 of 3
NIKE USA,Inc.
TERMS AND CONDITIONS OF SALE
NiKE USA.Inc.("NIKE")offers certain goods bearing NIKE Trademarks(asdefined below)("Product")for sale to retailers that have been authorized by NIKE to
make purchases of such Product("Customers.") By submitting an order to NIKE(each,an"Order") Customer agrees that such Order will be governed by the
terms and conditions of sale("the Terms and Conditions")in eftect at the time the Order is submitted. The Terms and Conditions that are current as of Ju y 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 t iat 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 alto,time because the Order contains an incorrect price.
requests Product that Customer is not authorized to sell,or for any other reason,even if NIKE has acknowledged or confirmed that Order or has received payment
for that Order.in the latter case.NIKE will,at its election,either refund the payment or credit Customer's account.Customer may not cancel an Order after its
acceptance by NIKE.Any Order that conflicts with or that includes provisions(other than item and quantity)in addition to these'Terms and Conditions will have
no force or effect to the extent it is inconsistent or includes additional terms.NIKE will be entitled to accept any Order and to rely on anv other written or
telephonic request or notice given by a person that appears to be an employee or agent of Customer. Each Order will be subject to and governed in all respects by
(a)these Terns and Conditions.and(b)if applicable.Customer's credit apphcation and account agreement. Each Order.together withihese Terms and Conditions
and,if applicable Customer's credit application and account agreement.may be referred to collectively as the"Agreement
3.PRICES:NIKE may correct to,pogmphical or other errors in pricing.may reduce or cancel any discounts previously offered to Customer,and may change its
prices at any time.Each Ordcr 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 particulai 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 snecifie(1 on NIKE's invoice-or if'none is specified,within 30 days after the date of that
M\ Any sum not paid when due is arbject to a service charge of I:>c7r per month or the maximum rate permitted by law,whichever is lower.The amount
reflected in each NIKE invoice will be(leeined to be an account stated unless Customer disputes the amount of that invoice in writing within 30 days after the date
that invoice is(lug.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 in(]io disregard Customer s instructions to apply payment to any specific invoice. In the event Customer is indebted to NIKE of 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 amp delay in shipping or failure to ship.
5.RETURNS:Product that was shipped in accordance with the specifications in the Order is not returnable.If Customer wishes to return Products based on a
claim that thev arc defective or that they arc 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 am-credits except for items that were approved by NIKE for return.Customer will ship' at its own expense and will retain title and risk of loss until
receippt ny NIKE at the designated return destination.Restocking fees may apply.Any items that are returned without NIKE's approval will be disposed of by
NIKh:unless Customer prepays shipping costs for their return to Customer.
6.CUSTOMER'S COVENANTS:
A.The/bllowing applies to Custrnaers that are approved to.cell Product crt a pinsicul store locution(it "brick nnA 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 identiied 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 tines provide clean.modern and adequate retail outlet(s)necessary for the proper merchandising and selling of Product.
B.The liillolvin,t'alrfilies to Customers that are approver/to.cell Product on a website.
INTERNET SALlsS-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 othcrtiise 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 Wcbsite(s)will not he co-branded with the name or other trademarks of any other person or entity.
(h) The Authorized Wehsitc(s)will not link to.or provide data feeds to.any transactional website.or permit any transactional websitr to link to the
Authorized Wcbsite(s). For purposes of this Section 614(b).a"transactional website"means a shopping portal.online marketplace.or other site which either(i)is
capable of acccptine 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
websnes for order placement. The term"transactional wcbsite' excludes wehsites Which aggregate images and information about merchandise without conducting
sales transactions.
(c) The Authorized Wchsite(s)will have features and functions that are standard in the industry.including the ability to:(i)confirm ayailahility or
unavailability of NIKF 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 oyernighi.second day air and groanO 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 to,,pt.effective and courteous customer service by telephone for consumers purchasing Product from the Authorized
Website(s)and for other visitors to that or those Websitc(s).Customer will not li)permit any fulfillment house or any other third party to fill consumer orders
placed through the Authorized Wehsite(s):or(ii)(iii)use certain trademarked terms.as designated by NIKE,in metadata:or(iv)purchase certain trademarked
terms,as designated by NIKE.as Internet search terms:or(v)use any NIKE_trademark in any domain name or URL address.
C.The li�lloinn,y aliglies to Customers that 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 fit outside the United States(and,if a
"brick and mortar"store,other than at the approved physical store location or locations):or(ii)to another retailer.or to an c-tailor.distributor.or broker:or(iii)
under circumstances where it knows or should know.based on the circumstances of the transaction,that the Product is intended for resale or will likely he 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 thir(1-party:or(d)
purchase anv NIKE Product front.or sell or offer to sell Product on behalf of or for the account of.any other third party:or(e)ifNIKE sets a 15unch(late for a
particular NIKE Product.sell that product prior to the date and time stated by NIKE:or(f) collect or use any sensitive personal data about consumers other than in
compliance with industry best practices for security standards,and applicable law.
8.CUSTOMER'S GENERAL REPRESENTATIONS,WARRANTIES AND OBLIGATIONS:
(a)Customer will at all times:(i)use security measures to protect credit card and other personally identifiable information from unauthorized access or use in a
manner consistent with industry best practices and applicable law:(ii)render full,prompt.effective and courteous service before.during and after the retail sale of
Product:(iii)vigorously encourage the retail sale of Product.(iv)meet or exceed anv minimum sales volume established by NIKE from tirne to time:(v)establish
and maintain.independently and in con unction with NIKE.advertising and marketma policies and methods that emphasize the quality and performance of the
Producu and(vi)comply with applicable law in connection with performance of its o9ligatons 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
rchase Product solely for business purposes and not for personal,family or household purposes;and(ii)the most recent financial information provided by
Pslomer'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 S200 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'Jumpnran"logo.and all other trademarks owned I y NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes
that the NIKE Trademarks possess substantial goodwill and agrees that it will not use or display NIKE Trademarks in a manner that would disparage or damage
them,or represent that it has any ownership in,or attempt to license.the NIKE Trademarks.All goodwill associated with Customer's use of the NIKE Trademarks
will be owned exclusively by NIKE.Customer will comply with NIKE's latest trademark usage_uidelines.which NIKE may provide and circulate from time to
time.as well as any other policies,governing the use of(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,tie materials shall be
deemed rejected and Customer shall cease any use of the rejected materials.Customer will not use any marls confusingly similar to the NIKE Trademarks or use
the NIKE 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 th- NIKE reputaton 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 Fight 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 COlvIMENCED
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,Iort(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.Accordin an
Jy.Customer will review the then-current version of the Terms d 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.
'l. Nurr-Di.rrleesure. 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 NIKF.Product,and any other non-public material disclosed to Customer or to which Customer gains access.Customer shall protect N1KE's
Confidential Information by using the same deeree 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 reasonahle care.Custorner 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 arry third pang.
B. Public ire Restrietinns. 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 of 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 Submissirm. If Custonrer chooses to submit to NIKE or share with NIKE any business plans,product or marketing ideas,or other materials.Customer
agrees that(it NIKE is not subject to anv restrictions in using such materials:Customer herchy grants to NIKE an irrevocAle 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.
19,SEVERABILITI'\1VAIVER\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 am_•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 m6difv the Agrcenn:nt.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 Naive that right on any other occasion.Custonrerlras had the opportunity to consult with
its attorney in connection with Uhcsr Terms and Conditions and the rest of the Agreement and t6 have the Agreement reviewed by its attorney:therefore.no rule of
construction or interpretation that disfavors NIKE or than favors Customer will appl to its interpretation.
15.ATTORNEYS'FEES\GOVERNING LAWTORUM SELECTION:Customer will p•y 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 arr past due sums.'The Agreement.and all disputes arising
out of the Aiirernrent or out of the relationship between NIKE and Customer.will be L overned by the laws of the state of Oregon. THE UNITED NATIONS
CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALF OF GOODS WILL NOT APPLY.Custonrer irrevocably consents to(he_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 A!reenent and waives any
objection that such venue is an inconvenient forum.Customer will not initiate an action against NIKE in any other
lomnr. Jurisdiction.MKE nray bring an action in any
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 nray 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 safe or gift.merger,operation of law.by contract.or otherwise.will be deemed an assignment for
purposes of this Section.
An�•anempled assignmem or delegation by Customer will be void. NIKE may grant,withhold or condition its consent to assignment in
NIKE's sole discretion. If N KE 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'K Fight to enforce Customer's rights against[hr assigner or delegate.
18.SET-OFF:In the event Customer is indebted to NIKE or to any NIKF_.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
$49.91
ON ACCOUNT OF APPROPRIATION FOR
Brookshire Golf Club
PO#/Dept. INVOICE NO. ACCT#/TITLE AMOUNT Board Members
1207 I 951470282 I 43-560.06 I $49.91 1 hereby certify that the attached invoice(s), or
bill(s) is (are) true and correct and that the
materials or services itemized thereon for
which charge is made were ordered and
received except
Monday, July 15, 2013
i
Director, Brookshir off 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))
07/08/13 951470282 Shoes $49.91
I hereby certify that the attached invoice(s), or bill(s), is (are)true and correct and I have audited same in accordance
with IC 5-11-10-1.6
20
Clerk-Treasurer
� • NIKE� GOLF Page 1 of 1
. ■
Invoice Customer Number: 0000272920 Invoice Number: 70018014
Transaction: SL1-14528 Invoice Date: 06/28/13
Carstock Form: Rep to Customer Payment Terms: Net 60
Customer PO: WM COVER DROP OFF Currency: USD
MAIL TO: Ship To:
CITY OF CARMEL CITY OF CARMEL
12120 BROOKSHIRE PKWY 12120 BROOKSHIRE PKWY
CARMEL, IN 46033-3314 CARMEL, IN 46033-3314
Material Product Description Category Quantity Unit Price Discount% Total
— - GD1 A64-001 VRS COVERT WRG DR -EQ GOLF DIRIVERS 1 206.00 4.00 197.?6-
TOTAL: 197.76
z 113
Signature:
Remit to: Nike Golf
P.O. Box 847648
Dallas, TX 75284-7648
VRLink Corporation 0 1994.2013-fx carinv.fr )-1/31/12 md1-L.6L-SL136ROX.009-06/27/13-20:47:03
N 1 KE G O LF Customer Number: 272920 Invoice Number: 951457018
INVOICE Nike Order Number: 870656685 Invoice Date: 07/05/2013
Nike Delivery Number: 309528279 Terms: Net 60
Customer PO No: CONNOR STUMM Terms begin as of: 07/05/2013
Ordered by: Due Date: 09/03/2013
DUNS#:05-095-7364 Ordered on: 07/02/2013 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
552082-100 NIKE AIR RIVAL 2.5 13 PR 1 1 48.00 46.08 46.08
"Subtotals 1 1 48.00 46.08 46.08
Shipped From: Nike Golf:Memphis
Date Shipped: 07/05/2013
Order Type: At-Once Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 3.770;
Bill of Lading Number:
Pro number:
Tracking Number: 217508272794170;
Packing list Number: 15857259
Number of Cartons: 1
Special Label Instructions:
Ship-to ID:272920
Store ID:272920
Wholesale Amount Sales Net of Discount Freight Total
48.00 46.08 8.63 54.71
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 charge of 1 Y2% per month will be charged"on all past due invoices. Anticipation discounts are not allowed. No returns without prior
authorization from Nike. Shortage claims must be made wi&n 30 days of receipt. All collection tees and costs must be paid by purchaser. Detailed terms and
conditions on reverse side of page 1.
Please remit to: NIKE USA,Inc.
PO Box 847648
Dallas 75284-7648 US
Page 1 of 3
NIKE USA,Inc.
TERNIS AND CONDITIONS OF SALE
NIKE USA,Inc.("NIKE")offers certain goods bearing NIKE Trademarks(asdefined below)("Product")for sale to retailers that have been authorized by NIKE to
make purchases of such Product("Customers.") By submitting an order to NIKE(each,an"Order"),Customer agrees that such Order will be governed by the
terms and conditions of sale("the Terms and Conditions")in effect at the time the Order is submitted. The Terms and Conditions that are current as of 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 NI KE of receipt of a purchase order(Order"confirmation")shall not constitute
NIKE's acceptance of that Order.NIKE ma 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.�'IKE 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 larder 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 une because the Order contains an incorrect price,
requests Product that Customer is not authorized to sell,or for any other reason,even if NIKE has acknowledged or confirmed that Order or has received payment
for that Order.In the latter case.NIKE will,at its election,either refund the payment or credit Customer's account.Customer may not cancel an Order after its
acceptance by NIKE.Any Order that conflicts with or that includes provisions(other than item and quantity)in addition to these Terms and Conditions will have
no force or effect to the extent it is inconsistent or includes additional terms.NIKE will be entitled to accept any Order and to rely on any other written or
telephonic request or notice given by a person that appears to be an employee or agent of Customer. Each Order will be subject to and governed in all respects by
(a)these Terms and Conditions.and(b)if applicable.Customers credit application and account agreement. Each Order.together with these Terms and Conditions
and,if applicable Customer's credit application and account agreement.may be referred to collectively as the"Agreement".
2.PRICES:NIKE may correct typographical or other errors in pricing.may reduce or cancel any discounts previously offered to Customer,and may change its
prices at any time.Each Order will be invoiced at the prices prevailing at the time that Order is fully recorded imo NIKE's central ordering system.Nothing
contained herein shall obligate Customer to resell the Product at any particular price or on any speafic 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 clays after the date of that
invoice.Any sum not paid when due is subject to a service charge of I.'5%per month or the maximum rate permitted by law.whichever is lower.The amount
reflected in each NIKE invoice will be deemed to be an account stated unless Customer disputes the amount of that invoice in writing within 30 days after the date
that invoice is due.Customer will pay the undisputed portion of each invoice. NIKE has the right to apply payments it receives from Customer to any of
Customer's invoices and to disregard Customer s instructions to apply payment to any specific invoice. In the event Customer is indebted to NIKE or to any NIKE
affiliate.that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit.
4.SHIPPING;RISK OF LOSS;TITLE:NIKE will ship Product FCA,the NIKE Distribution Center or other shipping point.NIKE is not responsible for any
loss resulting from any delay in shipping or failure to ship.
5.RETURNS:Product that was shipped in accordance with the specifications in the Order is not returnable.If Customer wishes to return Products based on a
claim that they are defective or that they are not comparable to the items that were ordered.Customer may submit to NIKE a request for return:provided,however.
that NIKE will not approve of return requests received by NIKE 30 days or more after delivery of those Products to Customer.NiKE will not issue any refunds or
apply any credits except for items that were approved by NIKE for return.Customer will ship returns at its own expense and will retain title and risk of loss until
receipt by NIKE at the designated return destination.Restocking fees may apply. Any items that are returned without NIKE's approval will be disposed of by
NIKE unless Custom m
er prepays shipping costs for their return to Customer. '
6.CUSTOMER'S COVENANTS:
A.The Jollowing applies to Customers that are approved to sell Product tit a ph}sical 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.c-mail or any other electronic channel.except that Customer hiay 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 ouilci(s)necessary for the proper merchandising and selling of Product.
B.The following a/��lie.s to Customers that are approved io 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 Wehsite(s)will not he co-branded with the name or other trademarks of any other person or entity.
(b) The Authorized Websitc(s)will not link to.or provide data feeds to,any transactional website,or permit any transactional website to link to the
Authori zed.Webs ite(s). For purposes of this Section 613(b).a"transactional website"means a shoppin_portal,online marketplace.or other site which either(i)is
capable of accepting orders Iron consumers.or(ii)creates the perception that orders are accepted on tKe 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 cre(lit cards.(iii)shin within standard tinie frames with a
choice of overnight.second day air and ground delivery.and(iv)allow retail consumers to search the Authorized Website(s)avid 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 on t.effective and courteous customer service by telephone for consumers purchasing Product from the Authorized
Website(s)and for other visitors to that or t ose 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 lbNondng cq dies to CtWoiners that are approvedtbr 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):c r(ii)to another retailer,or to an e-taller.distributor.or broker:or(iii)
under circumstances where it knows or should know,based on the circumstances of the transaction.that the Product is intended for resale or will likely be resold:
or(b)purchase or sell,offer to sell,or distribute(including at no cost).counterfeit NIKE goods:or(c)purchase authentic NIKE goods from any third part y:or(d)
purchase any NIKE Product from,or sell or offer to sell Product on behalf of or for the account of.any other third party:or(e)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.
S.CUSTOMER'S GENERAL REPRESENTATIONS,WARRANTIES'AND OBLIGATIONS:
(a)Customer will at all times:(i)use security measures to protect credit card and other personally identifiable information from unauthorized access or use in a
manner consistent with industry best practices and applicable law;(ii)render full,prompt,effective and courteous service before,during and after the retail sale of
Product;(iii)vigorously encourage the retail sale of Product,(iv)meet or exceed any minimum sales volume established by NIKE from time to time:(v)establish
and maintain,independently and in conjunction with NIKE,advertising and marketing policies and methods that emphasize the quality and performance of the
Product;and(vi)comply with applicable law in connection with performance of its obligations under the Agreement.
(b)Customer represents and warrants,and each time Customer submits an Order,Customer will be deemed to have represented and warranted,that(i)it wishes to
purchase Product solely for business purposes and not for personal,family or household purposes;and(ii)the most recent financial information provided by
Customer is true.accurate and complete as of the dates indicated in that information and that there has been no material adverse change in Customer's business,
prospects or financial condition since those dates.
Page 2 of 3
(c) Customer has received and reviewed Nike's policy regarding Gifts.Gratuities and Other Payments,available from Nike upon request. Customer shall not
take any action that could reasonably be expected to violate the policy or induce a Nike employee to violate the policy. In particular,but without limiting the
preceding sentence.Customer shall not(a)give a cash Lift 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"71.1mpman"logo,and all other trademarks owned by NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes
that the NIKE Trademarks possess substantial goodwill and agrees that it will not use or display NIKE Trademarks in a manner that would disparage or damage
them.or represent that it has any ownership in,or attempt to license,the NIKE Trademarks.All goodwill associated with Customer's use of the NIKE Trademarks
will be owned exclusively by NIKE.Customer will 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(q NIKE logos and other trademarks,mid-(ii)product and athlete images and other copyrighted materials
Upon request by NIKE.Customer will submit to NIKE,fbFits review,any public statements about NIKE or advertising materials bearing NIKE Trademarks.
Product images' images,or Product descriptions.If NIKE does not approve such materials in writing.within five business days,thie materials shall be
deemed re ected and Customer shall cease any use of the rejected materials.Customer will not use any marls confusingly similar to the NIKE Trademarks or use
the NIKE�rademarks in combination with other trademarks.Customer will notify NIKE in writing of any infringement or improper use of the NIKE Trademarks
that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and theNIKE reputation for quality are extremely valuable to NIKE,
and that NIKE does not authorize Customer to sell any damaged or defective NIKE Product. Accordingly.Customer agrees that NIKE Product which may be
damaged or defective,for any reason.shall be,at NIKE's sole election.either returned to NIKE or disposed of according to NIKE's instructions. NIKE and its
agents shall have the right to witness such destruction.
10.LIMITED REMEDY;DISCLAIMER OF IMPLIED WARRANTIES:If any Product is defective.NIKE's sole and exclusive liability to Customer will be.
at NIKE's election.if the defect is material,to either(a)replace that defective Product or(b)refund the amount Customer paid NIKE for that defective Product.AS
BETWEEN CUSTOMER AND NIKE,NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES.EXPRESS AND IMPLIED.
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,TITLE AND NONINFRINGEMENT.
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 E'vENT WILL'N1K1'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 protect NIKE s
Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade
secrets.but in any event no less than reasonable care.Customer shall make Confidential Information available only to those employees of Customer who need to
know the information in connection with Customer's business.and shall not disclose Confidential Information to any third party.
B. Publicity•Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE
or NIKE Products.Customer will not answer questions or give statements about its relationship with NIKE or discuss NIKE Products under circumstances where
Customer knows or has reason to believe that the purpose of the request is to create content for publication in film,television,radio,print or online media.
including bloggim_.Customer will not hold itself out as a representative of NIKE in any interview or statement.whether or not it is recorded,and whether or not it
is intended for such publication.
C. Idea Submission. It'Customer chooses to submit to NIKE or share with NIKE any business plans.product or marketing ideas.or other materials.Customer
agrees that 0)NIKE is not subject to any restrictions in using such materials:Customer hereby grants to NIKE an irrevocable license to use such materials.without
compensation to Customer:and fin NIKE is under no obligation to use such plans,ideas.or other materials.or to commercially exploit them in any territory.
14.SEVERABILITY\NN'AIVER\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 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 any right related to the Agreement on one
nt
occasion will not waive any other right.constitute a coinuing waiver or waive that right on any other occasion.Customerlias had the opportunity to consult with
its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney:therefore.no rule of
construction or interpretation that disfavors NIKE or that favors Customer will apply to its interpretation.
15.ATTORNEYS'FEES\GOVERNING LANNAFORUM 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 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.Pf5KE 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 gill,merger.operation of law,by contract.or otherwise,will be deemed an assignment for
PPurrpposes of this Section.Any attempted assignment or delegation by Customer will be void. NIKE may grant,withhold or condition its consent to assignment in
NIKE's sole discretion.If NIKE authorizes an assignment or delegation,that authorization will not release Customer from any of its obligations under the
Agreement unless(a)the authorization expressly releases Customer:(b)the assignee or delegate agrees in writing to be bound by the Agreement.and(c)any
agreement between Customer and the assignee or delegate states that NIKE has the right to enforce Customer's rights against the assignee or delegate.
18.SET-OFF:In the event Customer is indebted to NIKE or to any NIKE affiliate,that debt may be offset against credits otherwise owing to Customer to reduce
or eliminate the credit.
19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be
construed to create a partnership.joint venture or any other relationship.
20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and
supersedes prior and contemporaneous oral and written agreements,commitments and understandings concerning that subject matter.
Page 3 of 3
VOUCHER NO. WARRANT NO.
ALLOWED 20
Nike USA, Inc.
IN SUM OF $
P.O. Box 847648
Dallas, TX 75284-7648
$252.47
ON ACCOUNT OF APPROPRIATION FOR
Brookshire Golf Club
PO#/Dept. INVOICE NO. ACCT#/TITLE AMOUNT Board Members
1207 70018014 43-560.07 $197.76 1 hereby certify that the attached invoice(s), or
1207 951457018 43-560.06 $54.71 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, July 12, 2013
Director, Brooksh 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))
06/28/13 70018014 Club $197.76
07/05/13 951457018 Shoes $54.71
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: 951869484
Nike Order Number: 870595441 Invoice Date: 07/22/2013
INVOICE Nike Delivery Number: Terms: Net 60
Customer PO No: ROSE HULMAN Terms begin as of: 07/22/2013
Ordered by: Due Date: 09/20/2013
DUNS#:05-095-7364 Ordered on: 07/11/2013 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
MAIL TO DELIVER GOODS TO
CITY OF CARMEL CITY OF CARMEL
BROOKSHIRE GOLF CLUB BROOKSHIRE GOLF CLUB
12120 BROOKSHIRE PKWY 12120 BROOKSHIRE PKWY
CARMEL IN 46033-3314 CARMEL IN 46033-3314
Material Customer Product Description Size UOM Quantity Quantityl Wholesale Net Unit Total
Product Code Ordered Shipped I Unit Price Price
GLC468-101 CUSTOM PD7 LONG BI MISC EA 85 85 12.00 13.20 1,122.00
"Subtotals 85 85 1,020.00 1,122.00 1,122.00
VAS Customer Charges included in Net Unit Price
Shipped From: DAVE SHEPARD ENTERPRISES
Date Shipped: 07/22/2013
Order Type: Futures Order
Direct Ship Factory PO#: 4502693972
Carrier: United Parcel Service
Weight: 25.000
Bill of Lading Number:
Pro number:
Tracking Number: 1Z57V4660370307769
Packing list Number:
Number of Cartons: 1
Special Label Instructions:
Wholesale Amount Sales Net of Discount Freight Total
1,020.00 1,122.00 42.50 1,164.50
All Nike USA.Inc.products arc sold FCA(Free Carrier-Shipping Point)and payntcm terms are calculated Irom invoice date unless specilically noted othrnvisc by
Nike. A service charge of 1 'hr/r per month will be char ed on all past duc invoices. Anticipation discounts are not allowed. No returns withoul prior
authorization from Nike. Shorwee claims nwst be made within 30 days of receipt. All collection Ices 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.
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 e m
effect at the time the Order is submitted. The Ters 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 may in its sole discretion accepf all or any pan 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 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 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 anv time because the Order contains an incorrect price.
requests Product that Customer is not authorized to sell.or for any other reason.even if NIKE has acknowledged or confirmed that Order or has received payment
for that Order.In the latter case.NIKE will,at its election.either refund the payment or credit CLISIOmer'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 Tanis and Conditions will have
no force or effect to the extent it is inconsistent or includes additional terms.NIKE will be 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 Customer. Each Order will be subject to and govcrned 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 ty sographical or other errors in pricing,may reduce or cancel any discounts previously offered to Customer.and nsav change its
prices at anv time.Each Order will be invoiced at the prices prcvarlmg al the time that Order is fully recorded into NIKE's central ordering system.Nothin
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 1<x all Product by the date specified on NIKE's invoice.or it none is specified.within 30 days after the date of that
invoice.Amy sum 1101 paid when due is subject to a service charge of 1.5% per month or the maxinuun rate permitted by law.whichever is lower.The amount
reflected in each NIKE invoice will be deemed to be an account7stawd 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 avments it receives from Customer to anv of
Customer's invoices and to disregard Customer s instructions to apply payment to any specific invoice. hi 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 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 Custonmr wishes to return Products based on a
claim that the\,are detective or that thev 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 alter 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 uif loss until
receipt by NIKE at the designated return destination.Kestockin.-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 fo)//ow n,,applies'to Cusanmer-s that are approved In sell Prodact at a pinsiral.store location(a "brick aid mortar"store).
STORES-Except as expressly permitted in subsection 6.13 and/or 6.0 helo".or when otherwise approved by NIKE in writin 1.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 nnitiple store locations at the location to which the Product was shipped(assuming it was an approved location):(b)sell Product other than to retail
consumers physically present at such store location who arc 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 ntav advertise Product through those channels to create or enhance consumer awareness of
Product performance textures 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 outict(s)necessary for the proper merchandising and selling of Product.
B.The lol(on iii,a/sl)lies to Customers I/tat are approved to.sell Product nn a rrebsile.
INTERNET SALES-If NIKE a proves Customer for Internet sales.then CUStmner is authorized to sell Product to retail consumers via the Internet ordv from the
website or websitcs 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 Websitc(s)will not be co-branded with the name or other trademarks of any Other person or entity.
(h) The Authorized Website(s)will not link w.or provide data Iecds to.anv transactional website,or permit any transactional website w link to(he
Authorized Website(s). For purposes of this Section 613(b).a"u'ansactional"cbsitc"nxans a shopping portal.online marketplace.or other site ss'hich either li)is
capable of acceptim"prefers from consumers,or(ii)creates the perception that orders are accepted oil the,rte.even it the consunscrs are in fact redirected to other
wehsiles fist order Aicenscnt. The term"transactional wehsitc excludes websitcs which aggregate images and information about merchandise without conducting
sales transactions.
(c) The Authorized Websitels)will have features and functions that are standard in the industr_,includin!the ability to:(i)confirm availability or
unavaiiabilu\ of NIKE Product at the tinse the retail consumer places his or her order,lii)accept all major crerht cards.(iii)ship within standard time 1ranses with a
choice of ovcrni�ght.second day air and ground dcliven,and(is)allow retail consumers to search the Authorized Websitels)and to navigaw to a NIKE"concept"
shop in the Corns of a Web page featuring all Product that Customer sells on the Authorized Wchsitc(s)(except for discounted goods.which must be presented on a
separate discount page).
(d) Customer will at all times provide 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 fulliliment 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 nsetadata:or(iw1 purchase certain trademarked
terms,as designated by NIKE.as Internet search terms or(v)use am'NIKE trademark in any dons:un name or URL address.
C.The Jollosrin,,ap//)lies In Cusamrecs that are approved fora mom-retail arroam.
If NIKE approves Customer for a non-retail account.Customer will distribute Product at no cost to the teams.plavers and spoils 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 1 i)outside the United States(and,if a
"brick and mortar"store,other than at the approved physical store location or locations):Jr(ii)to another retailer,or to an mailer.distributor,or broker:or(iii)
under circunsstances where it knows or should know.based on the circunsstanccs of the u'ansaction.that the Product is intended for resale or will likely be resold.
or lb)purchase or sell oiler w sell.Or distribute(including at no cost).counterfeit NIKE goods or(c)purchase authentic NIKE.!oods from any third-pari :or(d)
purchase:n y NIKE:Product from.or sell or offer to sell Product on behalf of or for the account of.anv other third pony:or let it NIKE sets a launch d ue 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
conspliancc with industn best practices for security standards.and applicable lass'.
8.CUSTOMER'S GENERAL.REPRESENTATIONS,WARRANTIES AND OBLIGATIONS:
lift Customer will at all tinscs:6)use security measures to pprotect credit card and other personally identifiable information from unauthorized access or use in a
manner consistent smith industry best practices and applicable law:(ii)render full.prompt.effccuse 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 andin con unction with NIKE.advertising and marketrn�policies and methods that emphasize the quality and performance of the
Product:and(vi)comply with applicablle law in connection with performance of its o�ingations 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
Custonser 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 em m
employee.(b)give a non-cash gift worth more than 5200 to a Nike eployee.
or(c)give a gift of any kind to any relative.friend,associate or charitable organization favored by a Nike employee if there is any implied expectation of a return
favor.
9.TRADEMARKS:Customer acknowledges NIKE's sole ownership of and exclusive right,title and interest in and to the name"NIKE."the name"Jordan."the
NIKE Swoosh logo design,the Jordan"Jumpman"logo.and all other trademarks owned t y NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes
that the NIKE Trademarks possess substantial goodwill and agrees that it will not use or display NIKE Trademarks 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 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,an(r(ii) product and athlete images and other copvrighted materials.
Upon reyuest by NIKE.Cusfo'nier Neill subinifto NIKE.lot-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 anv use of the rejected materials.Customer will not use anv marls 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 thcTNIKE reputation for quality are extremely valuable to NIKE.
and that NIKE does not authorize Customer to sell anv damaged or defective NIKE Product. Accordingly,Customer agrees that NIKE Product which may be
damaged or defective.for any reason.shall be_at NIKE's sole election.cither returned to NIKE or disposed of according to NIKE's instructions. NIKE and its
agents shall have the right to'witness such destruction.
10.LIMITED REMEDY;DISCLAIMER OF IMPLIED WARRAN'TIES: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.LIMri'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 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 thcorv.
13.MODIFICATION:NIKE may at anv 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 websitc.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-Uisrlositre. 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 NIKr..'s
Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or wade
secrets.but in any event no less than reasonable care.Customer shall make Confidential Information available only to those employees ol'Customer who need to
know the information in connection with Customers business.and shall not disclose Confidential Information to any third pam.
B. Publirirw Re.ari(tions. Customer will immediately notify NIKE in Ariting if it receives a request Irons any third part\'for an interwicvw 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
Custontcr 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 blogeing.Customer%gill not hold itself out as a representative of NIKE:in any intervic" or statement.whether or not it is recorded.and whether or not it
is intentcd for such publication.
C. Jdea subrnissiem_ If'Custontcr chooses to submit to NIKE or share with NIKE am'business plans.product or marketing ideas.or other materials_Customer
agrees that 6)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(n)NIKE is under no obligation to use such plans,ideas.or other materials.or to commercially exploit them in any territory.
ld.SEVERAII1LITl1WAIVER\CONSTRUCTION: 11-a court of conlpetcnt.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 priniar\purpose of the Agrecment.A parry's dcla\or failure to enforce or insist on strict compliancy with and of the
provisions of the Agreement will not constitute a Aai�cr or other\\)sc modify the Agrecment,and a pan\''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 anv other occasion.Customer has had the opportunity to consult N ith
its altornew in connection With these Terms and Conditions and the rest of the Agrecment and ti hire the Agrecment rcwirvwcd by its auornc\:therefore.no rule of
constr[ctiim or interpretation that disfavors NIKE or that la\ors Custontcr will apple to its interpretation.
15.ATTORNEYS'FEES\G OV ERNI NG LAW\FORUNI SELECTION:Customer\'gill yaw all costs,collection a,,enc\'fees.expenses.reasonahle attorneN fees
(whether incurred prior to,at trial or on appeal)incurred h\'NIKE:in Connection with the collection of any past due sunts.*The Agreement.and all disputes arising
out of the Agreement or out of the relationship bemccn NiKE and Customer.will be L ovcrncd by the laws of the state of Oregon. THE UNITED NATIONS
CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Custontcr irrevocably consents to the jurisdiction of
the state and federal courts loc:tied in the state of Orcon in connection\'with ant,action arising out of of in connection\'with the Ag recnient and waidcs any
ohjection that such venue is an inconvenient forum.Customer will not initiate an action against NIKE:in any other jurisdiction.NiKE ma\'bring an action in arm'
Ioruni.
i6.FORCE NiAJEURE: If it becomes impossible for either Customer or NIKE:to perform its ohligations 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 nuljeure event.except that nothing in this Section 16 will
excuse Customer from its payment obligations.
17.RESTR1CT1ON ON ASSIGNMENT:Customer vyill not assign any right conferred herein by NIKE:without the prior v ritten consent of an authorized NIKE
representative.A change of control of Customer h\.stock sale or gilt.incrger.operation of lag.h\ contract.err othcnwise.will be deemed an assignment for
pperrpuses of this Section.Any attempted assignment or delegation h\.Customer will be void. NIKE niaN grant.withhold or condition its consent to assignment in
NIKE's sole discretion.If NiKF authorizes an assignment err delegation.that authorization%\ill not rrlca.c Custontcr from any of its obligations under tlic
Agrernunt unless(a)the authorization expressly rClcascs CUSUtneC(h)the assience or delegate agrees in writing to be bound by the A,greentrnt:and(c)an\'
agreement between Customer and the assignee err delegate states that NIKE.has lie right it)rnlotrcC Customer's rights against the assigner or delegate.
18.SET-OFF:In the event Customer is indebted to NIKE or to an\ NIKE affiliate.that debt ina\ he 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 yenturc or any other relationship.
20.EN"LIRE AGREEMENT:The Agreement contains the entire agreement and understanding bet\wcen the parties with respect w its subject matter and
supersedes prior and ronteniporancous oral and written agrecmicnts,coniniitnients and understandings concerning that subject matter.
Page 3 of 3
VOUCHER NO. WARRANT NO.
ALLOWED 20
Nike USA, Inc.
IN SUM OF $
P.O. Box 847648
Dallas, TX 75284-7648
$1,164.50
ON ACCOUNT OF APPROPRIATION FOR
Brookshire Golf Club
PO#/Dept. INVOICE NO. ACCT#/TITLE AMOUNT
Board Members
1207 I 951869484 I 43-560.07 I $1,164.50 1 hereby certify that the attached invoice(s), or
bill(s) is (are) true and correct and that the
materials or services itemized thereon for
which charge is made were ordered and
received except
Monday, July 29, 2013
Director, Brookshire VIf 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))
07/22/13 951869484 Balls $1,164.50
I hereby certify that the attached invoice(s), or bill(s), is (are)true and correct and I have audited same in accordance
with IC 5-11-10-1.6
, 20
Clerk-Treasurer
. . N I KE G O LF 4/ Customer Number: 272920 Invoice Number: 951796779
p��
C Nike Order Number: 870950678 Invoice Date: 07/19/2013
INVOICE Nike Delivery Number: 310326014 Terms: Net 60
Customer PO No: JULY GLV FILL Terms begin as of: 07/19/2013
Ordered by: Due Date: 09/17/2013
DUNS#:05-095-7364 Ordered on: 07/17/2013 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
GG0421-101 DURA FEEL VII REG XL EA 6 6 6.00 5.76 34.56
"Subtotals 6 6 36.00 34.56 34.56
GG0422-101 DURA FEEL VII CAD ML EA 6 6 6.00 5.76 34.56
L EA 6 6 6.00 5.76 34.56
"Subtotals 12 12 72.00 69.12 69.12
GG0441-101 WMN DURA FEEL IV R S EA 6 6 6.00 5.76 34.56
"Subtotals 6 6 36.00 34.56 34.56
Shipped From: Nike Golf: Memphis
Date Shipped: 07/19/2013
Order Type: At-Once Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 4.280;
Bill of Lading Number:
Pro number:
Tracking Number: 217508273007767;
Packing list Number: 15895784
Number of Cartons: 1
Special Label Instructions:
Ship-to ID:272920
Store ID :272920
Wholesale Amount Sales Net of Discount Freight Total
144.00 138.24 8.97 147.21
All Nike USA.Inc.Products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculared from in\oicc date unless spccificalh noted otherwise b�
Nike. A service charee of 1 'h17r per month will he char�e(t on all past due invoices. Anticipation discounts are not allowed. No returns without prior
an
from Nike. Shortage claims must be made within 30 days of receipt. All collection ccs and costs must be paid by purchaser. Detailed terns 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 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 suibmitting an order to NIKE(each.an"Order").Customer agrees that such Order will be governed by the
terms and conditions of sale("the Terms and Conditions")in effect at the time the Order is submitted. The Terms and Conditions that are current as of July I.2011
are set forth below.
1.ORDERS:All Orders submitted by Customer are subject to acceptance by NIKE.The preparation of a purchase order by a sales representative of NIKE.the
submission by Customer of a purchase order to NIKE.or the acknowledgement by NIKE of receipt of a purchase order(Order"confirmation")shall not constitute
NIKE's acceptance of that Order.NIKE may in its sole discretion accept all or any part of an Order or substitute comparable Product for the items that were
ordered.in either case by shipping Product.NIKE may at any time refuse to ship Product for any reason.even if NIKE has received payment for the applicable
Order and/or has confirmed t rat 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 rescrves the right to discontinue
product lines and to make changes in goods offered at any time.Unless Customer complies with Section>regarding returns.Customer will be deemed to have
accepted those substitute goods on the terms outlined in NIKE's invoice.NIKE may cancel an Order at any time because the Order contains an incorrect price.
requests Product that Customer is not authorized to sell.or for any other reason.even if NIKE has acknowledged or confirmed that Order or has received payment
for that Order.In the latter case.NIKE will,at its election,either refund the payment or credit Customer's account.Customer may not cancel an Order after its
acceptance by NIKE.Anv Order that conflicts with or that includes provisions(other than item and quantity)in addition to these Terms and Conditions will have
no force or effect to the extent it is inconsistent or includes additional terms.NIKE will be entitled to accept any Order and to rely on any other written or
telephonic request or notice given by a person that appears to be an employee or agent of Customer Each Order will be subject to and governed in all respects by
(a)these Terms and Conditions.and(b)if applicable.Customer's credit application and account agreement. Each Order,together with these Terms and Conditions
and,if applicable Customer's credit application and account agreement.may be referred to collectively as the"Agreement
2.PRICES:NIKE may correct tvpographical or other errors in pricing.may reduce or cancel any discounts Treviously offered to Custonrer.and may change its
prices at any time.Each Order will be invoiced at the ekes prevailing at the time that Order is fully recorder]into NIKE's central ordering system.Nothing
contained herein shall obligate Customer to resell the�I-OrIUCI 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 due is subfecl to a service charge of L5% per month or the maximum rate permitted by l:nv.whichever is lower.The amount
reflected in each NIKE invoice will be decined to be an account stated unless Customer disputes the amount of that invoice in writing within 30 days after the date
that invoice is due.Customer will pay the undisputed portion of each invoice. NIKE has the right to apply p rynrents it receives from Customer to any of
Customer's invoices and to of isregardCustarmer s instructions to apply payment to any specific invoice. In the cycnt Customer is indebted to NIKE or to any NIKE
of filiatc.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 lees may apply.Any items that are returned without NIKE's approval will he disposed of by
NIKE unless Customer prepays shipping costs for their return to Customer.
6.CUSTOMER'S COVENANTS:
A.The lollon-i ig applies to Customers that are approved to sell Product cu o physical store locution(a "brick and mnrRa"stare).
STORES-Except as expressly permitted in subsection 6.B and/or 6.0 below,or when otherwise approved by NIKE in writing*.Customer will not(a)sell Product
under any store name or at any physical store location other than under the store name and at the particular physical store identified in this Credit Application or,in
the case of multiple store locations.at the location to which the Product was shipped(assuming it was an approved location):(b)sell Product other than to retail
consumers physically present at such store location who arc 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 Custonrer 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.modem and adequate retail outlet(s)necessary for the proper merchandising and selling of Product.
It.The lollrn-mo,o�f�lies m Cu.slomer.s that ore approved to.sell Product ou a uvebsite.
INTERNET SAL S-If NIKE approves Customer for Internet sales.then Customer is authorized to sell Product to retail consumers via the Internet onl,from the
Uchsite or websites identified in the Credit Application or otherwise approved by NIKE in writing(the"Authorized Website(s)")and to deliver that Product only to
consumers with mailing addresses in the United Stales.its territories and possessions.
tat The AathorizCd Website(s)Hill not he co-branded with the name or other trademarks of any other person or entity.
(bl The Authorized Wcbsite(s)N'ill not link to.or provide data feed,to.any transactional website.or permit any transactional website to link to the
Authorized Websue(s). For purposes of this Section 6B(b).a ,transactional wchsite"means a shopping portal,online marketplace.or other site which either ti)is
capable of accepting orders from consumers,or iii)creates the perception that orders are accepted on the site.even if the consumers are in fact redirected to other
wchsncs for order placement. The term"transactional website excludes Hebsites H'hich 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 wnhin standard time frames with a
choice of overnight.second day air and ground delivery.and(iv)allow retail consumers to search the Authorized Websitels)and to navigate to a NIKE"concept"
shop in the fora of a Web page featuring all Product that Customer sells on the Authorized Wchsite(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 N,:site(s).Customer will not(i)permit any fulfillment house or any other third pally to fill consumer orders
placed through the Authorized Website(s):or di)(iii)use certain trademarked terms,as designated by NIKE.in mctadata:or(iy)purchase certain trademarked
terms,as designated by NIKE.as Internet search terms:or(v)use any NIKE trademark in am domain name or-URL address.
C.The Jollorrin,t'al dies a�Customers that are upprnred Jor a moo-retail account.
If NIKE approves Customer for a non-retail account.Customer"ill 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 cirrunrstances of the transaction,that the Product is intended for resale or will likely be resold:
or(hl purchase or sell,offer to sell or distribute]including at no cost].co NIKE goods:or(c)purchase authentic NIKE goods from anv third part\,:or(d)
pw'chsc 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)it NIKE sets a I:iunch 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 shout consumers other than in
compliance with industry best practices for security standards.and applicable law.
8.CUSTOMER'S GENERAL.REPRESENTATIONS,NVARRANTIES AND OBLIGATIONS:
lal Customer will at all times:li)use secwity measures to protect credit card and other personal]\,identifiable information from unauthorized access or use in a
manner consistent with industry best practices and appplicable law:(ii)render full,prompt.effective and courteous service before.during and after the retail sale of
Product:(iii)viaorousiv encourage the retail sale oCProduct;(iv)meet orexceed anv minimum sales volume established by NIKE from tine 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 applicablfe 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
Cusmnrcr 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 gilt worth m
more than 5200 to a Nike eployee.
or(c)give a gift of any kind to any relative,friend,associate or charitable organization favored by a Nike employee if there is any implied expectation of a return
favor.
9.TRADEMARKS:Customer acknowledges NIKE's sole ownership of and exclusive right.title and interest in and to the name"NIKE."the name'Jordan."the
NIKE Swoosh logo design.the Jordan"Jumpman"logo.and all other trademarks owned by NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes
that the NIKE_Trademarks possess substantial goodwill and agrees that it will not use or display NIKE Trademarks in a manner that would disparage or damage
them,or represent that it has any ownership in.or attempt to license.the NIKE Trademarks.All goodwill associated with Customer's use of the N1`KE Trademarks
will be owned exclusively by DIKE.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(1)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,staternents about NIKE of 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 ofanv infringement or improper use of the NIKE Trademarks
that comes to its attention. Customer ackno),vtedges and agrees that the NIKE Trademarks and the`NIKE re�utauon for quality are extremely valuable to NIKE.
and that NIKE does not authorize Customer to sell any damaged or defective NIKE Product. Accordingly. ustomer agrees that NIKE Product which may be
damaged or defective.for any reason.shall be.at NIKE's sole elcction,cither returned to NIKE or disposed of according to NIKE's instructions. NIKE and its
agents shall have the right to witness such destruction.
10.LIMITED REMEDY;DISCLAIMER OF IMPLIED WARRANTIES: If anv Product is defective.NIKE's sole and exclusive liabihiv 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 aid NIKE for thaf defective Product.AS
BETWEEN CUSTOMER AND NIKE.NIKE EXPRESSLY DISCLAIMS ALL REPRESFNTATIONS 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 NAY 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 W ITHIN THE
THREE-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.These limitations will apply regardless of whether the Icgal theory of liability for
damages arises under contract.tort(including negligence and strict liability).or any other theory.
13.MODIFICATION:NIKE may at any time.in NIKE's sole discretion.modify its Terms and Conditions of sale.Each Order will be governed by the Terms and
Conditions in effect at the time Customer submits that Order.Accordingly.Customer will review the then-current version of the Terms and Conditions(available at
the Nike.nct websitc.in the ca(alogue,or by request from NIKE)before lilacing 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.
11.CONFIDENTIALITY.
;1. 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 WKE("Confidential Information.")Confidential Information includes the NIKE's marketing plans.information regarding
f wore releases of NIKE Product.and any other non-public material disclosed to Customer or to which Customer gains access.Custonlcr shall protect NIKP,'s
Confidential Information by rising the same degree of care with respect to such information that it would exercise with its own confidential intorntaton 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 Customcr's business.and shall not disclose Confidential Information to any third party.
R. Publicity Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third part\'for an interview or statement about NIKE
or NIKE Products.Customer will not answer questions or give statements aboul 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 intendcd 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 6)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 fo use such plans.ideas.or other materials.or to commercially exploit them in anv territory.
14.SEVERABILITl'\WAIVER\CONSTRUCTION: If a court of competent_jurisdiction determines that any provision of the Agreement is invalid or
unenforceable foram reason.that determination will not affect any other provision unless enforcement of the remaining provisions would be grossly inequitable
under the circumstances or would Irustratc the primary purpose of the Agreement.A party's delay or failure to enRxcc or insist on strict compliance with anv of the
provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement,and a party's waiver of ariV 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.CuS1061Ci'bas had the opportunity to consult with
its auomev 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
constructiim or interpretation that disfavors NIKE or that favors Customer will apply w its interpretation.
li.ATTORNEYS'FEES\GOVERNING LAWTORUNI 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 m
past due sus.The Agreement.and all disputes arising
out of the AL reement or out of the relationship between NIKE and Customer.will he 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 irrevocahly 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 A<_recmem 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 pariy'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 assi-n f any right conferred herein by NIKE without the prior written consent o an authorized NIKE
representative_A change of control of Customer by stock sale or girl.ntcrgJ.operation of law.by contract.or othem isc.will he deemed an assignment ter
ppurpuses of this Section.Any auempled assignment or delegation by Cusumter will he void. NIKE may grant.Withhold or condition its consent io assignment in
NIKF's sole discretion. If NIKE authorizes an assignment or delegation,that authorization will not release Customer from any of its obligations under fllc
Agreement unless(a)the authorization expressly releases Customer:(h)the assignee or delegate agrees in writing to br hound by the Agreement:and(c)any
agreement bx:twcen 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 w 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 0 KE G O LF Lw--- Customer Number: 272920 Invoice Number: 951796780
Nike Order Number: 871334018 Invoice Date: 07/19/2013
INVOICE Nike Delivery Number: 310397336 Terms: Net 60
Customer PO No: SHOCKEY Terms begin as of: 07/19/2013
Ordered by: Due Date: 09/17/2013
DUNS#:05-095-7364 Ordered on: 07/18/2013 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
549576-001 WMNS NK AIR EMBELL 8 PR 1 1 64.00 61.44 61.44
"Subtotals 1 1 64.00 61.44 61.44
Shipped From: Nike Golf:Memphis
Date Shipped: 07/19/2013
Order Type: At-Once Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 2.600;
Bill of Lading Number:
Pro number:
Tracking Number: 217508273017490;
Packing list Number: 15899821
Number of Cartons: 1
Special Label Instructions:
Ship-to ID:272920
Store ID:272920
Wholesale Amount Sales Net of Discount Freight Total
64.00 61.44 8.21 69.65
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 char2c of I 1/z1/c per month will be chars e(I on all past due invoices. Antici ation discounts arc not allowed. No returns without prior
authorization from Nikc. Shortage claims must be made within 30 days of receipt. All collection fees and costs must be paid by purchaser. Detailed terms and
conditions on reverse side of page 1.
Please remit to: NIKE USA, Inc.
PO Box 847648
Dallas 75284-7648 US
Page 1 of 3
NIKE USA,Inc.
TERMS AND CONDITIONS OF SALE
NIKE USA.Inc.("NIKE")offers certain goods bearin,,NIKE Trademarks(asdefined below)("Product")for sale to retailers that have been authorized by NIKE to
make purchases of such Product("Customers.") By sabrnitting 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 L 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 accepi all or anv part of an Order or substitute comparable Product for the items that were
ordered.in either case by shipping Product.NIKE,may at any time refuse to ship Product for any reason.even if NIKE has received payment for the applicable
Order and/or has confirmed that Order on NIKE.net or otherwise.NIKE will in its sole discretion determine which of NIKE's products are made available to
Customer for Orders.and determine how to allocate Product among Customer and NIKE's other customers.Accordingly.NIKE reserves the right to discontinue
product lines and to make changes in goods offered at any time.Unless Customer complies with Section>regarding returns.Customer will be deemed to have
accepted those substitute goods�on the terms outlined in NIKE's invoice.NIKE may cancel an Order at anv tine 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.III 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'Terns 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 he subject to and governed in all respcots by
(a)these Terms and Conditions.and(b)if applicable.Customer's credit application and account agreement. Each Order.together withihese Terms and Conditions
and.rf applicable Customer's credit applicator and account agreement.may be refered to collectively as the"Agreement"
2.PRICES:NIKE may correct typographical or other errors in pricing.may reduce or cancel any discounts previously offered to Customer.and may change its
prices at any time Each Order will be invoiced at the prices prevailing at the time that Order is fully recorded into NIKE's central ordering system.Nothing
contained herein shall obligate Customer to resell the Product at any particular price or on any specific terms and conditions notwithstanding suggested retail prices
published by NIKE.if any`
3.TERMS OF SALE:Customer will pay for all Product by the date specified on NIKE's invoice.or if none is specified.within 30 days after the(late of that
invoice.Any sum not paid when due is subject to a service charge of 1.�4r per month or the maximum rate permitted by lase.whichever is lower.The amount
reflected in each NIKE invoice will be deemed to be an 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 anv 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.11 Customer swishes 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 oh loss until
receipt by NIKE at the designated return destination.Restocking fees may apply.Any items that are returned without NIKE's approval will be disposed of by
NIKE unless Customer prepays shipping costs for their return to Customer.
6.CUSTOMER'S COVENANTS:
A.The following applies to Customers that are approved to sell Product at a physical scorn]ocalinn(u "brink and nror7ur"store).
STORES-Except as expressly permitted in subsection 6.B and/or 6.0 below.or when otherwise approved by NIKE in writing.Customer will not(a)sell Product
under any store name or at any physical store location other than under the store name and at the particular physical store idenuficd 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-r ail 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)necessan'for the proper merchandising and selling of Product.
B.The follow in,a r�rlies to Customers that are approved to.sell Product on a it ebsite.
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 Stales.its territories and possessions.
(a) The Authorized Website(s)will not be co-hranded with the name or other trademarks of am other person or entity.
(b) The Authorized Websiie(s)will not link to.or provide data feeds to.any transactional website.or permit any transactional Aebsite to link to the
Authorized Website(s). For purposes of this Section 613(b).a"transactional ticbsite"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
,A chsites for order placement. The term"transactional website excludes websites which aggregate images and information about merchandise without conducting
g_
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 Cvnsumcr places his or herorder,III)accept all major cre(fiit cards.(iii)ship syithin standard time frames with a
choice of overnight.second day air and ground delivery,and liv)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 Websitc(s)(except for discounted goads.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 Wcbsite(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)(iiiI use certain trademarked terms.as designated by NIKE'_,in mctadata.or(iw)purchase certain trademarked
terms.as designated by NIKE.as Internet search terms:or(w)use any NIKE trademark in any domain name or URL address.
C.The(ollou•im,ap dies m Cfsloo('i-.P that are approved Jig'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 mill not directly or indirectly:(a)sell consign or otherwise transfer Product I i)outside the United States land.it a
"brick and mortar"store.other than at the approved physical store location or locations):Jr(ii)to another retailer.or to an c-tailor.distributor.or broker:or(iii)
under circumstances where it knows or should know.based on the circumstances of the tansacuon.that the Produce is intended for resale or will likely be resold:
or(hl purchase or sell,otter to sell,or distribute lincluding at no cost),co NIKE'goods:or(c)purchase authentic NIKE goods from any third pacv:or(d)
purchase anv NIKE Product from.or sell or offer to sell Product on behalf of or for the account of,any other third party or(e)ifs 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 sensinvc personal data about consumers other than in
compliance with industry best practices for security standards.and applicahlc law.
K.CUSTOMER'S GENERAL REPRESENTATIONS,WARRANTIES AND OBLIGATIONS:
(a)Customer will at all times:(i)use security measures to pprotect credit card and other personally identifiable information from unauthorized access or use in a
manner consistent with industry best practices and applicablc lasw;(ii)render full.prompt.effective and courteous service before.during and after the retail safe of
Product: vigorously encourage the retail sale of ProducC(I%,)meet or exceed any minimum sales volume established by NIKE from time to time:(v)establish
and maintain.independently and rn con unction with NIKE.advertising and marketng policies and methods that emphasize the quality and performance of the
Product:and(vi)comply with applicable law in connection with performance of its obligations under the Agreement.
(b)Customer represents and warrants.and each time Customer submits an Order.Customer will be deemed to have represented and warranted.that(i)it wishes to
purchase Product solely for business purposes and not for personal.family or household purposes:and(ii)the most recent financial information provided by
Customer is true.accurate and complete as of the dates indicated in that information and that there has been no material adverse change in Customer's business.
prospects or financial condition since those dates.
Page 2 of 3
(c) Customer has received and reviewed Nike's policy regarding Gifts.Gratuities and Other Pavments,available from Nike upon request. Customer shall not
take any action that could reasonablv 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 ofany 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"Junrpman"logo.and all other trademarks owned Iiy NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes
that the NIKE TrnderiiA-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 anv ownership in,or attempt to license.the NIKE Trademarks.All goodwill associated with Customers use of the Ni`KE Trademarks
will be owned exclusively by DIKE.Customer will comply with NIKE's latest trademark usage_uidelines.which NIKE may provide and circulate from time to
time.as well as any other policies governing the use of(t)NIKE logos and other trademarks.an(r(ii)product and athlete images and other copyri-hted 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 anv use of the rejected materials.Customer will not use anv marks confusinJv 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 reputat`or for quality are extremely valuable to NIKE.
and that NIKE does not authorize Customer to sell anv damaged or defective NIKE Product. Accordingly.Customer agrees that NIKE Product which may be
damaged 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 FILL NIKES 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.Thcsc limitations will apply regardless of whether the legal theory of liability for
damages arises under contract.ton(including negligence and strict liability).or any other theory.
12.NIODiFICATION:NIKE may at anv time.in NIKE's sole discretion.modify its Terms and Conditions of sale.Each Order will be govened 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 Nikc.net wcbsite.in the catalogue.or by request from NIKE)before placing each Order.An Order that has been accepted by NIKE may he modified only by a
written instrument"!Inch expresses an intent to amend,identities the provision to be amended,and is signed by an authorized representative of"NIKE.
13.CONFIDENTIALITY.
A. Non-Dist-losnre. Customer acknowledges that it may ha\,c 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 ie<_*arding
future releases of NIKE Product.and any other non-public material disclosed to Customer ur fo which Customer gains access.CUSICIFuCr shall protect MKF's
Confidential Information by usin_the same degree of care with respect to such information that it would exercise with its own confidential inlorinaton or trade
secrets.but in am-event no less than reasonable care.Customer shall make Confidential Information available only to those employees of CUSIOIIrer who need to
know the information in connection with Customers business.and shall not disclose Confidential Information to any third party.
H. Publicity Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third part\,for an interview or statement about NIKE
or NIKE Products.Customer will not answer questions or give statements about its relationship with NIKE or discuss NIKE Products under circumstances where
Customer knows or has reason to believe that the purpose of the request is to create content for publication in film.television,radio.print or online media.
including blogging.Customer will not hold itself out as a representative of NIKE in am interview or statement.whether or not it is recorded and whether or not it
is imentied for sudr publication.
C. /deu 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 comnicrcially exploit them in any territory.
1.1.SEN'F.RABiLITY\WAIVER\CONSTRUCTION: If a court of competent.jurisdiction determines that any provision of the Agreement is invalid or
unenforceable fin-anv reason.that determination will not affect anv 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 modifv the Agreement.and a party's waiver of any right related to the Agreement on one
occasion will not yaivc any other right.constitute a cuntinuinL waiscr or Aaive that right on anv other occasion.Custotixrlias had the opportunity to consult with
its auorncy in connection\-ilh lhcse Tcrnis and Conditions and the rest of the Agreement and ti have fhc Agreement rcyic\ed by its auomey:theietore.no rule of
construction or interpretation that disfavors NIKE.or that favors Customer Will appiv to its interpretation.
15.ATTORNFYS'FEES\GOVERNING LAWWORUNI SELECTION:Customer Will pay all costs.collection agcncv fees.expenses.reasonable attorney fees
(whether incurred prior to.at trial or on appeal)incurred by NIKE in connection with file collection of any past due sinus.The Agreement.and all disputes ansing
out of the AL recnrent or out of the relationship between NIKE and Customer.will he goyerncd b\ the l:nvs ul the slate of Oregon. THE UNITED NATIONS
CONVENTION ON CONTRACTS FOR THE'INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer irrcyorably consents tr the jurisdiction of
the state and federal courts located in the state of Orc!on in connection with am'action arising out of or in connection\ith the Agreement and\'aives any
objection that such vcnue is an inconvenient flaunt.Customer\ill not initiate an action against NIKE in any other jurisdiction.N1KE may bring an actioii in any
loruni.
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 delaved for the duration of the force nrajcure event.except that nothing in this Section 16 will
excuse Customer from its payment obligations.
17.RESTRICTION ON ASSIGNMENT:Customer will not assign any right conferred herein b_y NIKE without the prior written consent of an authorized NIKE
representative.A change of control of Custonrer by stock sale or giTl.merger,operation of lass.by contract.or otherwise.Nall be deemed an assignment for
p.rgoses of this Section.Any atlemr tcd assignment or delegation by CustZ)iner will Nc void. NIKE pray gram.withhold or condition its consent to assignment in
NIKE s sole discrciiun.If NiKE authorizes an assignment or delegation.that authorization\ill not release Customer front any of its obligations under the
Agreement unless(:u the authorization expressh releases Customer.(hu the assigner or dcicgme agrees in\riling fo b bound M'the Agrcenicnf:and(r)any
agreci ent bet\ecn Customer and the assizncc 6r delegate states that NIKE has 7rc r_ht to enforce Customers rights against the assignee or dele_ate.
18.SET-OFF:In the event Customer is indebted to NIKE or fu any, NIKE affiliate.that debt may be offset against credits otherwise owing to Custinirr to reduce
or eliminate the credit.
19.RELATIONSHIP:The relationship of NIKE and Custonrer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be
construed to create a partnership.joint venture or any other relationship.
20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and
supersedes prior and contemporaneous oral and written agreements.commitments and understandings concerning that subject matter.
Page 3 of 3
VOUCHER NO. WARRANT NO.
ALLOWED 20
Nike USA, Inc.
IN SUM OF $
P.O. Box 847648
Dallas, TX 75284-7648
$216.86
ON ACCOUNT OF APPROPRIATION FOR
Brookshire Golf Club
PO#/Dept. INVOICE NO. ACCT#/TITLE AMOUNT Board Members
1207 951796779 43-560.06 $147.21 I hereby certify that the attached invoice(s), or
1207 951796780 43-560.06 $69.65 bill(s) is (are) true and correct and that the
materials or services itemized thereon for
which charge is made were ordered and
received except
Thursday, July 25, 2013
Director, Brooksryre 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))
07/19/13 951796779 Gloves $147.21
07/19/13 951796780 Shoes $69.65
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
120
Clerk-Treasurer