BJ’s B2B Sales Department Terms of Sale
Customer’s purchase of goods is subject to the terms and conditions of these B2B Sales Department Terms of Sale and the quote sheet terms provided by BJ’s Wholesale Club, Inc. (“BJ’s”) to Customer (collectively, “Quote Sheet”). BJ’s cannot confirm the prices and availability of goods until receipt of Customer’s Evidence of Agreement (as defined below).
- This Quote Sheet represents an offer to sell the goods identified above when transmitted to Customer by an authorized BJ’s representative. By signing and returning this Quote Sheet, providing other confirmation of the Quote Sheet acceptable to BJ’s, or issuing a purchase order or shipping goods to BJ’s for the goods described above (each of the foregoing, “Evidence of Agreement”), Customer acknowledges and agrees to the terms of this Quote Sheet. BJ’s will have the right to cancel or amend this Quote Sheet upon notice to Customer if any of the following occur:
- Customer does not provide Evidence of Agreement within three (3) business days, in which case this Quote Sheet will 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;
- An inadvertent typographical error or misquote by BJ’s of any terms in the Quote Sheet;
- 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.
- 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 will not be the shipper of record with respect to the bill of lading for any goods purchased under this Quote Sheet.
- For all shipments, the bill of lading will serve as proof of delivery when the goods are delivered, and the bill of lading is signed by the Customer or its agent or representative. In the event Customer receives goods not of the kind, quantity, and condition set forth in the specifications of the applicable Quote Sheet, it is Customer’s responsibility to declare a claused bill of lading (also known as a “dirty bill of lading”) at the time of delivery to Customer or pick-up by Customer in accordance with Section 8 below.
- 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, and any other or successor BJ’s cobranded credit cards however named) or standby letter of credit in a form satisfactory to BJ’s, subject to Section 8 below. Customer will provide all certificates of exemption required for any requested state sales tax exemption.
- All orders must be picked up in full within 48 hours of notification. In the event Customer fails 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 Customer’s deposit, and/or to charge Customer for, any and all reasonable costs BJ’s incurs in disposing of such goods, 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.
- Customer acknowledges that it 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 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 providing Evidence of Agreement, 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 will 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 6.
- BJ’s warrants that upon release of the goods to Customer, BJ’s will have good title to the goods. BJ’s will use its reasonable commercial 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 GOODS. 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 WILL 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 QUOTE SHEET, THE ORDER, THE GOODS, OR FROM THE PERFORMANCE OR BREACH THEREOF WILL IN NO CASE EXCEED THE PRICE ALLOCABLE TO THE GOODS OR ANY UNIT THEREOF WHICH GIVES RISE TO SUCH CLAIM. BJ’S WILL 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.
- 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, and Customer hereby waives any return rights under any posted return policies or otherwise. ALL CLAIMS FOR A CLAUSED BILL OF LADING RELATED TO IMMEDIATELY VISIBLE DEFECT(S) IN THE KIND, QUANTITY, AND CONDITION OF GOODS ACCORDING TO THE SPECIFICATIONS SET FORTH IN THE APPLICABLE QUOTE SHEET, MUST BE MADE IN WRITING ON THE BILL OF LADING IMMEDIATELY UPON CUSTOMER PICK UP OR DELIVERY TO CUSTOMER, AS APPLICABLE. FOR ALL CLAIMS FOR A CLAUSED BILL OF LADING RELATED TO LATENT DEFECTS IN THE KIND, QUANTITY, AND CONDITION OF GOODS ACCORDING TO THE SPECIFICATIONS SET FORTH IN THE APPLICABLE QUOTE SHEET, CUSTOMER MUST NOTIFY BJ’S IN WRITING (EMAIL SUFFICING) WITHIN TWENTY-FOUR (24) HOURS OF CUSTOMER’S PICK UP OR DELIVERY TO CUSTOMER, AS APPLICABLE, AND BEFORE ANY SUBSTANTIAL CHANGE IN CONDITION OF THE GOODS WHICH IS NOT DIRECTLY CAUSED BY SUCH LATENT DEFECTS (“Notification”). With respect to each Notification, Customer must also file a formal written claim with BJ’s within fourteen (14) business days from the Notification (“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 defects.
- Customer acknowledges that the price of the goods listed in this Quote Sheet reflects a price based on a bulk purchase of goods; 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, through the BJ’s mobile app, or in BJ’s Clubs will 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 will 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.
- At any time after the effective date of the Quote Sheet, the price for the goods listed on the Quote Sheet may be increased, at BJ’s option and upon 30 days’ written notice to Customer (email sufficing), by a percentage equal to the CPI Increase. The “CPI Increase” means the change (as of the date most recently available) in the Bureau of Labor Statistics Consumer Price Index – All Items (as reported in the Wall Street Journal) from January of the calendar year in which the Quote Sheet became effective through the date of the proposed price change.
- 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, will 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 will not apply to the purchase and sale of goods 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 will be instituted within one year of the date of the breach.
- NOTE: Goods are not labeled for resale in California. Ensuring proper labeling compliance for resale is your responsibility. BJ’s cannot provide additional information about ingredients or labeling beyond what is on the package. Certain electronic goods may be subject to electronic waste and other recycling regulations (e.g., California Code of Regulations Title 14, Division 7) and certain products may be subject to state packaging and recycled content laws (e.g., California’s Plastic Pollution Prevention and Packaging Producer Responsibility Act, 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. 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 12.