BJ’s Business™ (B2B) Terms of Sale

These BJ’s Business™ (B2B) Terms of Sale (“B2B Terms”) apply to all purchases of goods you make from BJ’s Wholesale Club, Inc. (“BJ’s”) through its BJ’s Business (B2B) department pursuant to a BJ’s Business sales quote or other mutually agreed method (“Sales Quote”). The goods you purchase pursuant to a Sales Quote are referred to herein as “Products”.

You agree to submit/approve all Sales Quotes in written form via e-mail or electronic data interchange, unless otherwise agreed to by BJ’s. All approved Sales Quotes (“Orders”) are final, and no refunds are allowed, except as otherwise outlined herein or approved by BJ’s in writing. Any variations made to these B2B Terms by you in any Sales Quote are void and have no force or effect. BJ’s may amend or cancel a Sales Quote, in whole or in part, in its sole discretion upon written notice to you (electronic or otherwise).

Price; Costs; Taxes. The prices for Products sold will be outlined in the applicable Sales Quote. Prices are not valid for future orders. Unless otherwise agreed by BJ’s in writing, you will be responsible for all: (i) freight, shipping, transportation, transit insurance, insurance deductible (in the event of a claim or loss) and any other similar costs (collectively, “Transportation Costs”); and (ii) sales, use and excise taxes, value added taxes (“VAT”) and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by you under these B2B Terms (“Taxes”), regardless of whether such costs are included in the total price stated on the Sales Quote or invoice. In the event BJ’s elects to pay any such Transportation Costs on your behalf, you will remain solely responsible for such costs and BJ’s will be entitled to reimbursement immediately upon request. Transportation Costs will be included as a line item on invoices issued to you. None, some, or all Taxes may be itemized on invoices issued to you. You will remain solely responsible for remitting Taxes that are imposed by the tax authorities or otherwise payable. You will pay interest on all late payments in connection with these B2B Terms, calculated daily, at the lesser of the rate of 2% per month or the highest rate permissible under applicable law. You relinquish any right to set off amounts charged by BJ’s under these B2B Terms.

Payment. Unless BJ’s has established other terms and methods of payment with you in a separate written agreement, you will pre-pay via such methods as determined by BJ’s, from time to time, for any Product. In the event you fail to make any payment when due, you agree to reimburse BJ’s for all reasonable costs of collection, including, but not limited to, attorney’s fees, court costs, and collection agency fees.

Shipment; Delivery. BJ’s will select the method of shipment and the carrier for the Products, unless mutually agreed for you to pick up the Products (commonly referred to as customer pickup, or “CPU”). BJ’s will deliver the Products to the location(s) outlined on the Sales Quote using the Product manufacturer’s standard methods for packaging and shipping. Any time quoted for delivery in a Sale Quote is an estimate only and non-binding. BJ’s will use commercially reasonable efforts to make deliveries of Products by the dates specified in the Sales Quote. In the event of interruption of any delivery due to causes beyond BJ’s reasonable control, including but not limited to force majeure, fire, labor disturbances, riots, accidents, or shipping restrictions, BJ’s has the right, in its sole discretion and upon oral or written notice to you, to delay or terminate a delivery. BJ’S HAS NO LIABILITY OR RESPONSIBILITY TO YOU OR ANYONE CLAIMING THROUGH YOU FOR ANY LOSS OR DAMAGE (INCLUDING, GENERAL, DIRECT, INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL AND CONSEQUENTIAL DAMAGES) ARISING OUT OF ANY FAILURE OR DELAY IN DELIVERY, LATE DELIVERY, OR PARTIAL DELIVERY OF ANY ORDER. BJ’s reserves the right to deliver all or a portion of any Order, including partial Orders. BJ’s is permitted to deliver as and when Products are or become available and you will pay for the portion of the delivery that is actually delivered.

For CPU Orders, the purchased Products must be picked up in full within 48 hours of notification. In the event you fail to comply with the foregoing pick up obligation, in addition to and without limiting any of BJ’s other rights and remedies, BJ’s reserves the right to cancel the Order, charge a restocking fee, and/or charge a holding fee (holding fees are $10/pallet/day for days 1-3, $25/pallet/day for days 4-7, $50/pallet/day for days 8-14, and $100/pallet/day thereafter unless otherwise agreed by BJ’s in writing) as determined by BJ’s in its sole discretion. Restocking and holding charges must be paid in full prior to pick up, and accrual of restocking or holding charges will not limit BJ’s rights to cancel an Order or deem an Order abandoned. In addition, for any canceled/abandoned Order(s), BJ’s reserves the right to withhold from any repayment of your deposit, and/or to charge you for, any and all reasonable costs BJ’s incurs in disposing of such Products, including its expenses incurred in reselling such Products. In addition, you agree to pay any bottle deposit and/or taxes applicable to the Products that are required under any law or regulation, unless you provide BJ’s with evidence of a valid exemption therefrom.

Risk of Loss; Title; Importer of Record.
(a) For all Products shipped within the U.S.: All Orders shipped by BJ’s will be E.X.W. via common carrier, unless otherwise specified by BJ’s or the parties mutually agree to CPU, and risk of loss to all Products will pass to you once the Products are delivered to the common carrier by BJ’s or upon CPU (as applicable). Title to the Products will pass to you upon payment in full to BJ’s in accordance with these B2B Terms.
(b) For all Products shipped to non-U.S. locations: For BJ’s provided freight transportation: (i) title passes to you either when the Products are tendered to a commercial carrier at BJ’s designated U.S. distribution center for Products being shipped from the U.S., or once the vessel enters international waters for Products being shipped from outside of the U.S.; and (ii) risk of loss to all Products passes to you once Products are discharged from the vessel at the initial port of entry. For non-BJ’s provided freight transport (i.e., you provide freight), title and risk of loss passes to you when your commercial carrier departs the dock. You will be (1) the importer of record for the Products; (2) solely responsible for clearing the Products through customs and ensuring compliance with all import laws and regulations; and (3) solely responsible for payment of any duties, import VAT, tariffs, and similar fees in connection with subsections (1) & (2) above.

Product Acceptance; Recalls. You agree to inspect Products received under these B2B Terms upon delivery or upon CPU (as applicable). You will be deemed to have accepted the Products unless you notify BJ’s in writing in accordance with these B2B Terms and furnish written evidence or other documentation as reasonably requested by BJ’s that the Products are damaged, defective or were delivered to you as a result of BJ’s error (“Non-Conforming Products”). If you timely notify BJ’s of any alleged Non-Conforming Products, then BJ’s will determine, in its sole discretion, whether to replace or refund, all or a portion of the Non-Conforming Products. You will be responsible for returning any Non-Conforming Product back to BJ’s, or destroying such Non-Conforming Product, upon BJ’s request and election. Except as provided under these B2B Terms, all sales of Products to you under these B2B Terms are final and you have no other right to return Products purchased under these B2B Terms. You hereby waive any return rights under any posted return policies or otherwise. All claims regarding Non-Confirming Products must be submitted to BJ’s within fifteen (15) days of delivery or CPU (as applicable) (“Claim”). The Claim must be in writing on a claim form provided or pre-approved in writing by BJ’s and must include photographs that clearly depict the claimed nonconformities or defects.

If BJ’s, the Product manufacturers, or any governmental authority determines that any Products sold to you are defective and a recall is necessary, you will reasonably cooperate with BJ’s to address any such recall, including, without limitation, immediately removing such recalled items from your shelves, informing you customers of the recall (whether by phone, mail, email, or a posted sign), returning or destroying the recalled Products upon BJ’s request, and any other actions BJ’s may deem necessary to effectuate the recall. Notwithstanding the foregoing, BJ’s reserves the right to notify your affected customers by any means deemed appropriate in BJ’s sole discretion. You acknowledge that all Products sold hereunder are not manufactured by BJ’s (regardless of whether they are private labeled), and as such, financial liability of any recalled Product(s) is at all times the responsibility of the Product manufacturer. In the event of a nationally branded Product recall, you will look exclusively to the Product manufacturer for monetary relief, and for all private label Products, BJ’s will assist you in coordinating with the manufacturer for relief to the extent available.

Trademark Ownership. BJ’s retains all right, title, and interest in and to its trademarks, service marks, trade names, logos, and other brand identifiers (“Trademarks”). Nothing in these terms shall be construed to grant you any ownership interest or other right in or to the Trademarks.

Volume Pricing. You acknowledge that the price of the Products listed on the Sales Quote reflects a price based on a bulk purchase of goods; consequently, you agree that any BJ’s or manufacturers’ coupons otherwise applicable to the purchase of the same goods will not apply towards the Products purchased under these B2B Terms. Additionally, you acknowledge and agree that any awards or other benefits under any credit card or membership loyalty program offered by BJ’s shall not apply to any purchases under these B2B Terms, except for the BJ’s Volume Rewards Program.

BJ’s Volume Rewards. You may opt-in to the BJ’s Volume Rewards program which provides the opportunity to earn 1.6% in rewards on eligible purchases of goods under these Terms (minus any redeemed rewards, returns, refunds, or credit adjustments). Eligible purchases exclude shipping, sales tax, bottle deposits, alcoholic beverages, cigarettes and tobacco-related products, lottery tickets, gift cards, propane, BJ’s Gas®, optical purchases, and any purchase made with a BJ’s One® Mastercard®. Rewards earned under BJ’s Volume Rewards program will be applied to the primary member’s account and may be used or redeemed by the primary member (or either the primary or complimentary supplemental member if the members opt-in to rewards sharing).

Rewards are applied pro-rata to all items in an eligible purchase. Use of rewards will not create a negative balance for any purchase. Rewards may be rounded to the nearest hundredth. Rewards will be decremented at the time of redemption. All rewards redemptions are final, except as outlined in these B2B Terms. BJ’s reserves the right to verify and adjust your reward balance at any time. Returns and refunds of your BJ’s purchases are subject to BJ’s return policy. A return of any item will result in a corresponding credit of the pro-rata rewards amount to your rewards balance.

You cannot sell, purchase, broker, barter, transfer, or alter rewards in any way. Any attempted transaction of such sort will automatically be void. Any violation of these provisions may result in termination of your BJ’s membership and forfeiture of unused rewards. If you believe BJ’s failed to properly credit earned rewards, you must make a claim for such missing rewards within 90 days of the date on which the purchase giving rise to such rewards was made. Any missing rewards not claimed within such time period will be forfeited. If you cancel your BJ’s membership entirely, all rewards balances will be forfeited. you will not be entitled to and will not receive any compensation from BJ’s for rewards that are forfeited.

BJ’s reserves the right to terminate the BJ’s Volume Rewards program at any time for any reason or no reason. In the event of BJ’s termination of the program, your accrued but unredeemed rewards will expire upon the earlier of (i) 6 months from the program termination date; (ii) the expiration or termination of your membership; or (iii) your non-compliance with these Terms.

Online Marketplaces. You agree not to sell any of the Products on any online marketplace (e.g., Amazon, EBay, etc.) without BJ’s express prior written approval.

Compliance with Law. You represent and warrant to BJ’s that you will comply with all applicable laws and legal obligations for the purchase, sale, resale, shipment, transfer, import, export, delivery, use and marketing of the Products and obtain, at your own expense, any necessary licenses, certifications, or registrations for the receipt and/or sale of the Products. You agree to not submit Orders for Products to be sold in California (it being understood that Products are not labeled for resale in California) or outside of the U.S., except as otherwise agreed to in writing by BJ’s. Certain electronic goods may be subject to electronic waste and other recycling regulations (e.g., New Jersey Electronic Waste Management Act) and certain products may be subject to state packaging and recycled content laws (e.g., New Jersey's Recycled Content Law). It is Customer’s responsibility to comply with all applicable laws including without limitation all electronic waste, recycling, and packaging and recycled content laws for any covered goods sold by Customer, including the requirement to inform the final retailers/resellers, if applicable.

BJ’s is unable to provide additional information regarding ingredients/labeling beyond what is on the Product packaging; therefore, you are solely responsible for ensuring compliance with all labeling requirements for the resale of all Products by you. You acknowledge that you will be solely responsible (and BJ’s assumes no responsibility) for compliance with U.S. and foreign laws, rules, regulations and other requirements applicable to any exportation of the Products by you, or on your behalf, from the U.S. or importation or sale of goods into another country, including without limitation, customs, labeling, or other product requirements of foreign jurisdictions. Accordingly, you warrant that you alone will obtain, make and maintain in full force and effect all required export licenses and government authorizations, approvals and notices and filings required in connection with its purchase, sale, resale, shipment, transfer, export, or import of the Products. You warrant that you will not sell, divert, resell, transfer, tranship or otherwise dispose of the Products contrary to applicable U.S. or foreign laws, including without limitation, any export restrictions. You agree to indemnify, defend and hold BJ’s harmless against any and all damages or liabilities arising from your failure to comply with these B2B Terms.

BJ’s Limited Warranties and Disclaimer. BJ’s warrants that upon release of the Products to you, BJ’s will have good title to the Products. You acknowledge that the Products are not manufactured by BJ’s and therefore, BJ’s disclaims any warranty or obligations with respect to such Products (as further outlined below). EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION, BJ'S MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO THE SALE OR RESALE OF THE PRODUCTS, THE SHIPMENT OR DELIVERY OF THE PRODUCTS, THE PRODUCTS THEMSELVES AND/OR YOUR USE THEREOF, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; (E) COMPLIANCE WITH LABELING, PACKAGING OR SHIPMENT REQUIREMENTS; OR (F) PRODUCT DEFECTS OR NONCONFORMITIES; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. YOU ACKNOWLEDGE THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY BJ'S, OR ANY OTHER PERSON ON BJ'S BEHALF, IN ENTERING INTO OR PERFORMING UNDER THESE B2B TERMS.

Indemnification. You agree to indemnify, hold harmless, and defend BJ's and its parent, officers, directors, partners, members, shareholders, employees, agents, affiliates, successors, and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees (“Losses”) arising out of any third-party (other than an affiliate) claim or proceeding related to or arising out of: (a) breach of any representation, warranty, or other material provision of these B2B Terms by you (including your agents and personnel); (b) your (including your agents and personnel) negligent or more culpable acts or omissions; or (c) your (including your agents and personnel) violation or infringement of any intellectual property right; or (d) governmental or regulatory authority action resulting from your (including your agents and personnel) acts or omissions. You will not be responsible for indemnifying BJ’s to the extent any claim under this provision is proximately caused by the negligence, willful misconduct, or infringement of any intellectual property by BJ’s.

Limitation on Liability. EXCEPT FOR YOUR OBLIGATIONS TO MAKE PAYMENT UNDER THESE B2B TERMS, LIABILITY FOR INDEMNIFICATION, LIABILITY FOR MATERIAL BREACH OF THESE B2B TERMS, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT WILL (A) EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, IN CONNECTION WITH THESE B2B TERMS, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED, AND EVEN IF SUCH DAMAGES WERE FORESEEABLE AND SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) BJ’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE B2B TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID OR PAYABLE UNDER THESE B2B TERMS BY YOU IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF THE REMEDIES UNDER THESE B2B TERMS FAIL THEIR ESSENTIAL PURPOSE.

Force Majeure. Except for your payment obligations, the parties will not be liable for any delays or nonperformance resulting from circumstances or causes beyond their reasonable control, including fire, pandemic, or other casualty; act of God; labor disputes; war or other violence; or any law, order, or requirement of any governmental agency or authority (each a “Force Majeure Event”). If either party cannot perform any of its obligations due to a Force Majeure Event, then the nonperforming party will promptly notify the other party and take all commercially reasonable steps to resume performance as soon as possible.

General. These B2B Terms represent the complete agreement and understanding between you and BJ’s and supersede all prior agreements and representations between the parties with respect to the subject matter of these B2B Terms. These B2B Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and BJ’s. Headings used in these B2B Terms are for reference purposes only and in no way define or limit the scope of the section. The invalidity, illegality, or unenforceability of any provision does not affect any other provision of these B2B Terms. These B2B Terms shall be interpreted and governed by the applicable laws of the Commonwealth of Massachusetts without regard to choice-of-law principles. Failure to enforce any provision hereof or exercise any rights hereunder will not be construed as a waiver of such provision; any waiver of any provision must be in writing. You may not assign, transfer, or sublicense any or all of your rights or obligations under these B2B Terms without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under these B2B Terms without restriction.