BJ’s B2B Sales Department Terms of Sale
BJ’s Wholesale Club, Inc. (“BJ’s”) cannot confirm the prices and availability of goods until receipt of Customer’s signed Quote sheet, or other type of confirmation, indicating Customer’s acceptance thereof. Customer’s purchase of goods is subject to the terms and conditions of this Quote Sheet.
1. This Quote Sheet represents an offer to sell the goods identified above when signed by an authorized BJ’s representative and transmitted to the Customer. By signing and returning this Quote Sheet, or issuing a purchase order to BJ’s for the goods described above, Customer acknowledges and agrees to the terms of this Quote Sheet. BJ’s shall have the right to cancel or amend this Quote Sheet upon notice to Customer if any of the following occur:
• Customer does not countersign and return this Quote Sheet to BJ’s within ten (10) days of its issuance by BJ’s in which case this Quote Sheet shall expire;
• The quantity of goods, or the goods themselves, cannot be shipped pursuant to the terms of this Quote Sheet due to unavailability, in which event BJ’s will refund any monies paid to Customer;
• The price of the goods quoted to BJ’s by its supplier has increased, in which event, BJ’s will refund any monies paid to the Customer;
• Customer fails to comply with the terms and conditions of this Quote Sheet; or
• Customer does not maintain an active BJ’s Membership.
2. The following information is required for all international (offshore) shipments: Freight Forwarder name, address, phone number, contact name, email address, fax number, and container number as soon as is available. Customer acknowledges that BJ’s shall not be the shipper of record with respect to the bill of lading for any goods purchased under this Quote Sheet.
3. Acceptable methods of payment are Wire Transfer, Certified Bank Check, cash, credit card (excluding BJ’s Perks Elite® and BJ’s Perks® Plus credit cards) or Standby Letter of Credit in a form satisfactory to BJ’s, subject to Section 8 below. Customer shall provide all certificates of exemption required for any requested state sales tax exemption.
4. All orders must be picked up in full within 48 hours of notification, or BJ’s reserves a right to charge a restocking fee and/or holding charge. Furthermore, for any canceled/abandoned order(s), BJ’s reserves the right to withhold from any repayment of Customer’s deposit and/or to charge Customer for any and all reasonable costs BJ’s incurs in disposing of such merchandise, including its expenses incurred in reselling such goods. In addition, Customer agrees to pay any bottle deposit and/or taxes applicable to the goods that are required under any federal, state or local law, which Customer may redeem in compliance with such applicable laws, unless Customer provided BJ’s with evidence of a valid exemption therefrom.
5. Customer acknowledges that it shall be solely responsible (and BJ’s assumes no responsibility) for compliance with U.S. and foreign laws, rules, regulations and other requirements applicable to Customer’s export of the goods 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, Customer warrants that it 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. By either signing above, accepting or otherwise confirming in writing this Quote Sheet, Customer certifies that the goods are being purchased for resale in the ultimate destination designated on the Quote Sheet and that Customer warrants that it shall not sell, divert, resell, transfer, tranship or otherwise dispose of the goods contrary to applicable U.S. or foreign laws, including without limitation, any export restrictions. Customer agrees to indemnify, defend and hold BJ’s harmless against any and all damages or liabilities arising from Customer’s failure to comply with the terms of this Section 5.
6. BJ’s warrants that upon release of the Products to Customer, BJ’s shall have good title to the Products. BJ’s shall use its best efforts to cause any manufacturer’s warranty available to BJ’s to be passed on to Customer. EXCEPT AS OTHERWISE STATED HEREIN, BJ’s MAKES NO WARRANTY OF ANY KIND WITH REGARD TO THE PRODUCTS. BJ’s DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE AND ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. In no event shall BJ’s be liable for anticipated profits or for incidental or consequential damages. BJ’s LIABILITY ON ANY CLAIM OF ANY KIND OF ANY LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM THIS ORDER OR FROM THE PERFORMANCE OR BREACH THEREOF SHALL IN NO CASE EXCEED THE PRICE ALLOCABLE TO THE PRODUCTS OR ANY UNIT THEREOF WHICH GIVES RISE TO SUCH CLAIM. BJ’s SHALL NOT BE LIABLE FOR INTEREST CHARGES OR PENALTIES OF ANY DESCRIPTION. Although BJ’s will make reasonable commercial efforts to confirm that the manufacturer’s sell-by date for any goods will not expire in less than 30 days from the date of Customer’s pickup of goods from BJ’s, due to unanticipated shipping, customs, loading, unloading and other delays that Customer may thereafter encounter, BJ’s cannot guarantee and hereby disclaims liability for expiration of such sell-by dates prior to the time the goods reach Customer’s ultimate destination, which is unknown to BJ’s.
7. Unless otherwise prohibited by law, ALL SALES ARE FINAL unless otherwise approved in advance and in writing by BJ’s Senior Vice President, General Merchandise Manager as a merchant of the goods, hereby waives any return rights under any posted return policies or otherwise. ALL CLAIMS MUST BE SUBMITTED TO BJ’s WITHIN 30 DAYS OF CUSTOMER’S PICK-UP AND ASSUMPTION OF TITLE.
8. Customer acknowledges that the price of the goods listed in this Quote Sheet reflects a price based on a bulk purchase of merchandise; consequently, Customer agrees that any BJ’s or manufacturers’ merchandise coupons otherwise applicable to the purchase of the same goods offered by BJ’s online or in BJ’s Clubs shall not apply toward the goods purchased hereunder and Customer hereby agrees that any such coupon may not be combined with or redeemed in connection with the purchase(s) contemplated under this Quote Sheet. In addition, Customer acknowledges and agrees that should Customer elect to participate in any credit card or other Membership loyalty program offered by BJ’s, any awards or benefits under such other program may not apply to or be combined with those of the BJ’s Volume Rewards Program. Accordingly, the terms applicable to purchases subject to any Quote Sheet shall be those set forth above and in the BJ’s Volume Rewards Program and Customer waives any other awards or benefits under any such other program.
9. This Agreement is governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, United States of America, without regard to its principals of conflicts of laws and all suits or causes of action, shall be brought only in courts of proper jurisdiction located in the Commonwealth of Massachusetts. The parties hereby agree that the United Nations Convention for the International Sale of Goods shall not apply to the purchase and sale of Products by the parties under this or any other order. No lawsuit may be brought against BJ’s on account of any breach by BJ’s unless the suit shall be instituted within one year of the date of the breach.