Memberships:
SAM’S CLUB memberships are valid at all SAM’S CLUB locations. Please show your membership card when entering SAM’S CLUB. SAM’S CLUB reserves the right to refuse membership to any applicant and reserves the right to revoke membership privileges at any time. All Direct memberships are subject to SAM’S CLUB rules which may change without notice. If you are not satisfied with your membership for any reason, we will refund the total amount of your membership fees.

Memberships Fees:
The Direct membership fee is $35* annually. This entitles the primary Direct member to purchasing privileges at SAM’S CLUB. Membership fees will be directly billed to the Direct account. The Direct primary member may assign unlimited Add-On Cardholders to membership to purchase on account. Each Add-On is $15* annually.

Membership Renewal:
Annual membership renewal fees will be charged to the Direct account and must be renewed at the same time. The primary cardholder must authorize membership renewal and/or Add-On cardholder changes and is responsible for the Direct account. Cancellation of an Add-On cardholder may be done by phone, in writing or in person. Authorization of Add-On cardholders must be handled by the primary member, in writing or, if in person, by an authorized signatory of the primary Member. You will not receive a new card each year.

Guests, Children and Other Rules:
Members may bring up to two guests and children, but only members and authorized Add-On cardholders may purchase. Members are responsible for any items opened or damaged by their guests, children or themselves. SAM’S CLUB may refuse entry to anyone at our discretion. Smoking is prohibited inside. Please wear shoes and a shirt.

Tax Exempt (Resale) Purchasing:
1) It is the Member’s responsibility to declare, at the point of sale, merchandise that is being purchased for resale or otherwise tax exempt. The Member must identify such items to the cashier.
2) In such event that the Member fails to pay said tax, the Member agrees not to hold SAM’S CLUB liable against any claims, losses or expenses by such non-payment, and that its membership in SAM’S CLUB will be subject to immediate forfeiture.
3) In the event any taxable property purchased without tax is used for any purpose other than retention, demonstration, or display while holding it for sale in the regular course of business, it is understood that the Member is required by Sale and Use Tax Law to report and pay tax, measured by the purchase price of such property or other authorized amount.
4) ) A valid Tax License (or photocopy thereof) must be presented with this application for membership.

*plus sales tax if applicable

GENERAL.This SAM’S CLUB Commercial Charge Account Agreement (“Agreement”) governs the use of your SAM’S CLUB Direct card account (your “Account”). Please read and keep this Agreement for your records. In this Agreement and on your billing statement (“Statement”), the words “you” and “your” refer to each person or business entity that signs the Application (which is incorporated herein by reference) or on whose behalf the Application and Agreement is signed. “We, “us” and “our” refer to SAM’S CLUB, a division of Wal-Mart, Inc. (“SAM’S CLUB”), and any Assignee(s) to which this Agreement or the Account and/or indebtedness hereunder is assigned. “Account” means the SAM’S CLUB Direct Account with us governed by this Agreement which shall be used for the purchase of merchandise and/or services (“Purchases”) from SAM’S CLUB (“Seller”) for your business use from SAM’S CLUB. “Card” means the plastic card that you requested be issued to you under this Agreement for Purchases you make from Seller from time to time under your Account. The effective date (“Effective Date”) of this Agreement will be the earlier of the (i) date you sign an Account application that is approved by us, or (ii) the first date that any authorized person uses the Account (in NY, the first date that you or someone authorized by you signs a sales slip or memorandum indicating a Purchase on the Account). You may use your Card to make Purchases on credit from time to time under your Account, up to any credit limit we may establish for your Account (your “Credit Limit”).

ASSIGNMENT. It is expected that this Agreement, your Account, and all Purchases made on your Account will be submitted for approval to General Electric Capital Corporation (“GE Capital”), 570 Lexington Avenue, New York, NY 10022, without further notice to you, and if approved, your indebtedness will be assigned to GE Capital. All of our rights under this Agreement and any related guaranty will apply to GE Capital and any other holder of this Agreement or assignee of the Account or any amounts owed under this Agreement or the Account.

You may not assign any of your rights or obligations under this Agreement or the Account without our prior written permission; we may withhold such permission in our sole discretion. We are not required to give you notice of our assignment of our rights, obligations and interest in this Agreement or the Account to GE Capital or any other subsequent assignee.

ACCOUNT FOR COMMERCIAL PURPOSES ONLY. This Account will be opened in the name of the business identified for that purpose in the Application for this Account. This Account is established only for the purpose of purchasing goods and/or services to be used for business, commercial or organizational purposes on behalf of the business. You agree that this Account shall be used only for the Purchase of goods/services for commercial or business purposes, and not for personal, family or household (or, in NC, SC and WI, agricultural) purposes. You understand that your agreement not to use this Account to Purchase goods/services for personal, family or household (or, in NC, SC and WI, agricultural) purposes means that important duties imposed upon us, and important rights conferred upon a consumer, pursuant to certain federal or state laws, will not apply to this Account. You also understand that we will be unable to determine whether any given Purchase conforms to the requirements of this section. You agree that a breach by you of the provisions of this section will not affect our right to enforce your promise to pay for all amounts owed under this Agreement, or to use any remedy legally available to us even if that remedy would not have been available had the Account been established as a consumer Account.

Any person signing the Application personally attests that the buyer is a valid business entity in good standing under the laws of the jurisdiction of its organization, or a qualified religious, educational or other non-profit entity, or a government agency or instrumentality; and that the buyer has duly authorized the execution of the Application and the person signing the Application to execute and deliver the Application and the Agreement on its behalf.

PROMISE TO PAY. You may buy from the Seller goods and/or services described in the sales invoice(s) for the cash price(s) shown on such invoice(s). By signing the Application accompanying this Agreement, you have requested that we establish this SAM’S CLUB Direct Account for your business use and that we permit you to charge Purchases under the terms of this Agreement. If you elect to make Purchases under the Account from time to time, you agree to pay for all Purchases charged to your Account and all other charges mentioned below, according to the terms of this Agreement. You understand that we will be unable to determine whether any given Purchase you charge to your Account was in fact authorized by and for the benefit of the business in whose name the Account is established. You agree that your promise to pay, as contained in this section, will apply to all Purchases made by you or by anyone on your behalf whether or not the Purchase was in fact authorized by and for the benefit of that business. The amount of the Purchases made by you under this Agreement are reflected in the sales slips provided to you in connection with your Purchases made under this Agreement from time to time. Such sales slips are deemed a part of this Agreement and are hereby incorporated by reference. All Purchases charged to this Account made during a monthly billing period and any service fees will be shown on the Statement for that period and payment of the entire balance (the “New Balance”) is due in full promptly.

TERMS AND CONDITIONS OF SALE. You agree that any Purchase of goods and/or services charged to your Account under this Agreement will be solely governed and controlled by the terms and conditions found in the Seller’s invoices, order forms and this Agreement, and any other terms set out in your purchase order or any other or different form shall not apply, even though such purchase order or other or different form may be submitted to or accepted by us in connection with a Purchase.

LATE PAYMENT CHARGE. In the event that we do not receive your payment of the New Balance by the Payment Due Date shown on your Statement, you will be in default (except in VA, where failure to pay the New Balance within 60 days of the date of the Statement constitutes default). You agree that your default in paying the amount owing on your Account will damage us, insofar as we will incur expenses (a) associated with monitoring and collecting your Account and (b) for bank or similar credit we will have to obtain because you have not paid in a timely fashion. We may assess a Late Payment Charge on the unpaid amount at a rate permitted by applicable law. The Late Payment Charge will be calculated on that balance at a rate of 1.5000% per month (annualized rate 18%) in all states, except in the states below:

The Late Payment Charge will be figured by applying the above-stated percentage to the adjusted balance in the Account, which we get by taking the balance you owed at the end of the previous billing period after subtracting any unpaid Late Payment Charge and any payments received and credit issued during the present billing cycle. This amount will be added to your Account balance at the end of each monthly billing cycle while your default continues, except that no Late Payment Charge will be imposed in the billing cycle in which your default is cured by repayment of all amounts owing on your Account.

PAYMENTS. When there is a New Balance shown on your Statement, you agree to pay the entire New Balance in time for receipt by us by the Payment Due Date shown on the Statement.

All payments, except disputed payments, must be mailed or delivered to us at the address shown on your Statement (the “Payment Address”). Any payments received after 5:00 p.m. Eastern Time on any business day will be credited on the next business day. Credit to your Account may be delayed up to five days if payment is (a) not received at your Payment Address, (b) not made in U.S. dollars drawn on a U.S. financial institution located in the U.S., or (c) not accompanied by the top portion of your Statement. Delayed crediting may cause you to incur a Late Payment Charge. You understand, however, that payments may not be made, and may not be deemed received by us, at any location other than your Payment Address. Except as specified in section 8 below with respect solely to the determination of the extent of our security interest and subject to any requirements of applicable law, we reserve the right to select the method by which payments are allocated to your Account in our sole discretion. The particular payment allocation method selected by us may cause you to pay more in service fees depending on the transactions on your Account, including the amount and timing of payments you make. Although we post your payments in the manner described above, your available Credit Limit may not be restored for up to seven (7) days after we receive your payment. In rare circumstances, restoring the credit available to you by reason of your payments may be further delayed. All credits for payments to your Account are subject to final payment by the institution on which the item of payment was drawn.

All written communications concerning disputed amounts, including any check or other payment instrument that (i) indicates that the payment constitutes “payment in full” or is tendered as full satisfaction of a disputed amount, or (ii) is tendered with other conditions or limitations, must be mailed or delivered to us at the address for billing inquiries shown on your Statement, not your Payment Address.

SECURITY INTEREST. Except in CT, MO (on merchandise under $150), NC, and NY (on any merchandise under $200), you grant us a purchase money security interest in each item of merchandise purchased on your Account to secure its unpaid purchase price until such merchandise is paid in full (in NY, not to exceed five years from the date the merchandise is posted to your Account). Solely for the purpose of determining the extent of our security interest in each item of merchandise, your payments will be allocated to pay off each Purchase on the Account in the order in which the Purchase was made (if more than one item was purchased on the same day, your payments will be allocated to pay off the lowest priced item first). For purposes of determining the amount owing on your Account, payments will be credited only once at the time of payment to the then-outstanding balance of your Account. We agree that no security interest is or will be retained or acquired under this Agreement in any real property which is used or is expected to be used as your dwelling (and in NY, in any motor vehicle or in any goods likely to be affixed to a motor vehicle or real property so as to become a part thereof).

DIRECT ACCOUNT SERVICES FEE. . In exchange for providing you with your Credit Limit as shown on your monthly billing statement and the provision of the invoice-level billing summary information, toll-free customer service, multi-account billing, purchase order tracking and maintenance and certain other services provided hereunder, you agree to pay a nonrefundable annual Direct Account Services Fee of $50.00 for each Account. Such fee will be automatically billed to your Account when your Account is opened and annually thereafter. If you do not wish to receive the services described above, you may notify us in writing, and we will suspend the fee for future periods; however, you will not receive such services thereafter. If you notify us in writing that you do not wish to receive these services within 30 days of the date that the renewal of this fee appears on your Statement, then we will credit your Account for the fee, and you will not receive the services associated therewith.

MEMBERSHIP BILLING/CANCELLATION. Your SAM’S CLUB Direct annual membership fees and annual Direct Account Services Fee will be automatically billed to your Account by us, and your acceptance of the Card constitutes your agreement to such billing. You are not required to have a SAM’S CLUB Commercial Charge Account in order to have a SAM’S CLUB Membership, but you must be a Member in order to have an Account. If your SAM’S CLUB Membership is suspended or canceled for any reason, including but not limited to a breach of any of the terms of the Membership Conditions, then you understand that you will not be able to use this Account. In addition, if your Account is 60 days or more past due, then your Membership may be suspended or canceled as SAM’S CLUB shall determine.

CREDIT AUTHORIZATION. Some purchases will require our prior authorization and you may be asked to provide identification. If our authorization system is not working, we may not be able to authorize a transaction, even if you have sufficient available credit. We will not be liable to you if any of these events happen.

TERMINATION/CHANGE IN TERMS. You may at any time terminate this Agreement. We may, at any time and subject to applicable law: (a) terminate this agreement; (b) terminate your right to make future Purchases; (c) change your Credit Limit; or (d) change or delete any term or condition of, or add new terms to, this Agreement relating to your Account. Unless prohibited by applicable law, we may apply any changed or new terms to any outstanding balance of your Account on the effective date of the change and to any future balances created after that date. Without implying any liability for us for any other matter, you acknowledge that you have been advised that credit may be denied by us, and you release Seller, GE Capital, and any other assignee from any liability for failure to approve extending of credit. When required by applicable law, we will mail a notice of any change(s) or addition(s) to you. Upon any termination of this Agreement by you or us, you will continue to be obligated to pay all amounts owing under, and to otherwise perform the terms and conditions of, this Agreement.

DEFAULT. Subject to the limitations of applicable law, we may declare that you are in default under this Agreement if you (a) fail to pay your New Balance when due as described in section 4 above; (b) violate any other term of this Agreement; (c) become the subject of bankruptcy or insolvency proceedings; or (d) exceed the Credit Limit on your Account. After your default or your death, in addition to imposing the Late Payment Charge described in section 6 and subject to the limitations of applicable law, we have the right to: (i) reduce your Credit Limit; (ii) terminate your Account, in which case the terms of this Agreement will apply until full payment is received of the amount owing on your Account; (iii) require immediate payment of your entire Account balance and all fees and other charges listed in this Agreement; (iv) bring an action to collect all amounts owed; (v) repossess, to the extent permitted by applicable law, the goods for which full payment has not been received; and (vi) take any other action allowed by law. If, after your default, we refer your Account for collection to an attorney who is not our salaried employee, we may, to the extent permitted by applicable law, charge you or collect from you our collection costs, including court costs and reasonable attorneys’ fees.

LIABILITY FOR UNAUTHORIZED USE. The Card is issued to you by us at your request and you agree to destroy it upon demand. You may be liable for the unauthorized use of your Card or Account. You agree to promptly notify us if your Card is lost or stolen or of possible unauthorized use of your Card or Account by writing to P.O. Box 981064, El Paso, TX 79998-1064 or by calling us at 1-800-362-6196. You will not be liable for unauthorized use that occurs after you notify us of the loss, theft, or possible unauthorized use and, in any case, your liability for unauthorized use will not exceed $50 (in NY, you will have no liability for unauthorized use of the Card prior to the Effective Date). If you orally give us notice concerning loss or theft, you agree to confirm it in writing. You agree that unauthorized use does not include use by any persons whom you have given authority to use the Card or Account and that you will be liable for all use by such persons. To terminate that authority, you must notify us at 1-800-362-6196.

CREDIT REPORTS AND ACCOUNT INFORMATION. You give us permission to request information and to make whatever inquiries we consider necessary and appropriate (including obtaining information from third parties and requesting reports from consumer reporting agencies or business rating agencies) for the purpose of considering your Application for this Account and subsequently, in connection with any updates, renewals or extensions of credit or reviewing or collecting your Account. You also authorize us to report information concerning you or your Account, including information about your performance under this Agreement, to consumer reporting agencies, business rating agencies, and others who may properly receive such information. If you believe that we have reported inaccurate information about you to a consumer reporting or business rating agency, please contact us at P.O. Box 981064, El Paso, TX 79998-1064. In doing so, please identify the inaccurate information and tell us why you believe it is incorrect. If you have a copy of the credit report that includes the inaccurate information, please send a copy of that report to us as well. You are hereby notified that a negative credit report reflecting on your credit record may be submitted to a consumer reporting or business rating agency if you fail to ful-fill the terms of this Agreement.

. USE OF INFORMATION ABOUT YOU AND YOUR ACCOUNT. FROM TIME TO TIME, SUBJECT TO APPLICABLE LAW, WE MAY USE OR FURNISH TO THIRD PARTIES INFORMATION ABOUT YOU AND YOUR ACCOUNT. FOR EXAMPLE, APPLICABLE LAW PERMITS US TO SHARE WITH THIRD PARTIES INFORMATION ABOUT YOU OR YOUR ACCOUNT, INCLUDING OUR EXPERIENCES OR TRANSACTIONS WITH YOU, AND ALSO PERMITS US TO SHARE ADDITIONAL INFORMATION ABOUT YOU AND YOUR ACCOUNT (SUCH AS INFORMATION FROM CONSUMER REPORTING OR BUSINESS RATING AGENCIES) WITH THOSE THIRD PARTIES WHO ARE RELATED TO US BY COMMON CONTROL OR OWNERSHIP (“AFFILIATES”). YOU AGREE TO THIS USE AND DISCLOSURE OF INFORMATION. YOU CAN REQUEST THAT WE DISCONTINUE FURNISHING TO OUR AFFILIATES INFORMATION ABOUT YOU OR YOUR ACCOUNT THAT DOES NOT RELATE SOLELY TO OUR EXPERIENCES OR TRANSACTIONS WITH YOU BY WRITING TO US AT P.O. BOX 981064, EL PASO, TX 79998-1064. You may also request exclusion from lists we may make available to other third parties from time to time for the purpose of offering products or services to you, by writing to us at P.O. Box 981064, El Paso, TX 79998-1064 or by calling us at 1-800-362-6196.

TELEPHONE MONITORING. We treat every customer call confidentially. To ensure that you receive accurate and courteous customer service, on occasion your call may be monitored by other employees and you agree to any such monitoring.

NO WAIVER BY US. . We reserve the right, at any time and in our sole discretion, not to impose part or all of any fee or other amount imposed pursuant to this Agreement or not to exercise any of our other rights under this Agreement and, should we do so, we will not waive our right to impose such fee or other amount or exercise the right as set forth in this Agreement in the future. Without limiting the foregoing, we may, at our option: (a) accept late or partial payments or checks or money orders marked “payment in full’’ or tendered with other conditions or limitations, (b) agree to extend the due date of any payment due under this Agreement for any length of time, (c) release any security interest we have in connection with this Agreement, and/or (d) release any other person responsible under this Agreement, without notifying you and without releasing you from the obligation to pay all amounts owing under this Agreement in full, or to otherwise perform the terms and conditions of this Agreement.

CHANGE OF ADDRESS. You agree to notify us promptly if your company changes its address. Until we are notified that your company’s address has changed, we will continue to send Statements and other notices to the last address for the company we maintained on your Account. You agree that when we are notified that your company has a new address, the terms of this Agreement specifically applicable to the state of the billing address on the Account will apply to the entire balance of your Account.

GOVERNING LAW. THIS AGREEMENT AND YOUR ACCOUNT ARE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO INTERNAL PRINCIPLES OF CONFLICTS OF LAW), AND APPLICABLE FEDERAL LAW. THE LEGALITY, ENFORCEABILITY AND INTERPRETATION OF THIS AGREEMENT AND THE AMOUNTS CONTRACTED FOR, CHARGED AND RECEIVED UNDER THIS AGREEMENT WILL BE GOVERNED BY SUCH LAWS.

SEVERABILITY. If any provision of this Agreement is determined to be void or unenforceable under applicable law, rule, or regulation, all other provisions of this Agreement shall still be valid and enforceable.

ENTIRE AGREEMENT. This Agreement and any Application you signed or otherwise submitted in connection with this Agreement constitute the entire agreement between you and us relating to your Account and supersedes any other prior or contemporaneous agreement between you and us relating to your Account. This Agreement may not be amended except in accordance with the provisions of this Agreement.

CERTAIN WAIVERS. You and any guarantor of this Agreement each waive the right of “presentment” and “notice of dishonor” to the fullest extent permitted by applicable law. “Presentment” means the right to require us to demand payment of amounts due under this Agreement. “Notice of dishonor” means the right to require us to give notice to other persons that amounts due under this Agreement have not been paid. You and any guarantor of this Agreement each also waive demand for payment, protest, notice of protest, and all other notices and demands, to the fullest extent permitted by applicable law.

DATE OF AGREEMENT. If your application for credit is approved, this Agreement is deemed dated as of the date of your signature on the Application.