TERMS AND CONDITIONS

PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY

THESE ARE THE CDW MEMBERSHIP SHIPPING PROGRAM TERMS AND CONDITIONS (“MEMBERSHIP SHIPPING TERMS AND CONDITIONS”) BETWEEN THE CDW AFFILIATE IDENTIFIED ON YOUR CDW INVOICE (“SELLER”) AND YOU (“YOU”, “YOUR”, OR “CUSTOMER”), AND SETS FORTH OUR RESPECTIVE RIGHTS AND OBLIGATIONS GOVERNING THE CDW  MEMBERSHIP SHIPPING PROGRAM. THESE CDW  MEMBERSHIP SHIPPING TERMS AND CONDITIONS ARE IN ADDITION TO AND SUPPLEMENT CDW’S TERMS AND CONDITIONS OF PRODUCT SALES AND SERVICE PROJECTS FOR ANY PRODUCTS THAT CUSTOMER PURCHASES FROM CDW, UNLESS CUSTOMER AND SELLER HAVE SIGNED A SEPARATE AGREEMENT, IN WHICH CASE THESE  MEMBERSHIP SHIPPING TERMS AND CONDITIONS ARE IN ADDITION TO AND SUPPLEMENT SUCH SEPARATE AGREEMENT FOR ANY PRODUCTS THAT CUSTOMER PURCHASES FROM CDW. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THESE MEMBERSHIP SHIPPING TERMS AND CONDITIONS AND EITHER THE TERMS AND CONDITIONS OF PRODUCT SALES AND SERVICE PROJECTS OR THE SEPARATE AGREEMENT, AS APPLICABLE, THESE MEMBERSHIP SHIPPING TERMS AND CONDITIONS SHALL PREVAIL TO THE EXTENT OF ANY SUCH CONFLICT.

ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS IN ANY FORM DELIVERED BY CUSTOMER ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN.

BY SIGNING UP FOR THE CDW MEMBERSHIP SHIPPING PROGRAM, CUSTOMER AGREES TO BE BOUND BY AND ACCEPTS THESE MEMBERSHIP SHIPPING TERMS AND CONDITIONS.

Membership and Sign-Up

Upon sign up and full payment of applicable fees (“Fees”), Your Membership Shipping Program membership (“Membership”) will last for one (1) year from your sign up date (“Term”).  The Term will automatically renew for additional yearly terms (each a “Renewal Term”) unless You cancel Your Membership as set forth below. Seller only offers Membership to eligible customers, and eligibility will be determined by CDW in its sole discretion.  Seller also reserves the right to deny Membership Shipping Program membership to any party as required by law.  You will not share the benefits of Your Membership with any third party.  You will only utilize Your Membership in accordance with applicable laws.  You will not utilize Your Membership to purchase Products for the purpose of resale to third parties.

Membership Shipping Program Benefits, Product Eligibility and Other Conditions

• The Membership Shipping Program benefits only apply to Customer’s purchase of eligible products, which will be determined by Seller in its sole discretion ("Eligible Products"), provided that Customer is an organization with 50 or fewer IT Users.
• Eligible Products will be clearly identified as such on the applicable product and search result pages on the CDW.ca website.
• Designation of Products as Eligible Products is subject to change at any time at Seller's sole discretion.
• Customer will get ground shipping at no charge for Eligible Products weighing less than 75lbs. Some orders for Eligible Products may be subject to additional handling or other fees, and taxes.
• The Membership Shipping Program benefits only apply to Product orders placed by Customers within Canada for shipment to Customer or Customer locations in Canada, excluding Nunavut, Yukon and the Northwest Territories.
• Seller will select the lowest cost shipping method and carrier for shipping Eligible Products. Carriers for the shipment may include FedEx, UPS and Purolator.
• If Customer’s order contains Eligible and Non-Eligible Products, the Membership Shipping Program benefits will only apply to the Eligible Products. Seller will apply applicable shipping charges to all Non-Eligible Products.

Membership Shipping Program Fees and Payment Obligations

Customer agrees to pay the Fees for Membership of $75.00 plus applicable taxes. Invoices are due and payable within the time period specified on the invoice, measured from the date of invoice, subject to continuing credit approval by Seller.  Seller, or any of its Affiliates on behalf of Seller may issue an invoice to Customer.  UNLESS YOU CANCEL YOUR MEMBERSHIP AS SET FORTH ABOVE, YOUR MEMBERSHIP WILL AUTOMATICALLY RENEW, AND YOU HEREBY AUTHORIZE SELLER (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGE AND COLLECT FROM YOU THE THEN-CURRENT MEMBERSHIP FEE FOR THE APPLICABLE RENEWAL TERM, BY EITHER CHARGING YOUR CREDIT CARD OR UTILIZING ANY OTHER ELIGIBLE PAYMENT METHOD SELLER HAS ON RECORD FOR YOUR ACCOUNT.  Customer agrees to pay interest on all past-due sums at the lower of one and one-half percent (1.5%) per month or the highest rate allowed by law. Customer will pay for, and will indemnify and hold Seller and its Affiliates harmless from, any applicable sales, use, transaction, excise or similar taxes and any federal, provincial or local fees or charges (including, but not limited to, environmental or similar fees), imposed on, in respect of or otherwise associated with Customer’s Membership.  Taxes may apply to the Fee and to the waived shipping charges.  Customer must claim any exemption from such taxes, fees or charges at the time of purchase and provide Seller with the necessary supporting documentation. In the event of a payment default, Customer will be responsible for all of Seller’s costs of collection, including, but not limited to, court costs, filing fees and attorneys’ fees. In addition, if payments are not received as described above, Seller reserves the right to suspend Customer’s Membership until payment is received.

Membership Shipping Program Cancellation/Termination

You may cancel Your Membership within seventy-two (72) hours after sign up, provided that You have not purchased Products and received any benefits (e.g., free shipping, etc.) through the Membership Shipping Program prior to such cancellation.  Seller will give You a prorated refund of Your Membership fees based on the number of days remaining in the Term.  Otherwise, all fees are non-refundable.  If You want to cancel Your Membership at the end of the Term or any Renewal Term, you must provide written notice of cancellation to Seller at least thirty (30) days prior to the expiration of the Term or Renewal Term.  Please contact your Account Manager or call 800-972-3922 or email membershipshipping@cdw.ca.

Seller may terminate or cancel the Membership Shipping Program in its entirety or Your Membership without cause at any time in Seller’s sole discretion.  Seller may also terminate Your Membership in the event you breach these Membership Shipping Terms and Conditions.  If Seller terminates or cancels Your Membership without cause, Seller will give You a prorated refund of Your Membership fees based on the number of days remaining in the Term.

Limitation of Liability

UNDER NO CIRCUMSTANCES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH HEREIN, WILL SELLER, ITS AFFILIATES OR ITS OR THEIR SUPPLIERS, SUBCONTRACTORS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS, REVENUES OR SAVINGS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE FORESEEABLE, IN EACH CASE, WHETHER A CLAIM FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY. IN THE EVENT OF ANY LIABILITY INCURRED BY SELLER OR ANY OF ITS AFFILIATES, THE ENTIRE LIABILITY OF SELLER AND ITS AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED THE DOLLAR AMOUNT PAID BY CUSTOMER FOR ITS MEMBERSHIP IN SELLER’S MEMBERSHIP SHIPPING PROGRAM.

Arbitration

Any claim, dispute, or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and including, but not limited to, statutory, common law, intentional tort and equitable claims) arising from or relating to the Membership Shipping Program or application of these Membership Shipping Terms and Conditions, or the breach, termination or validity thereof, the relationships which result from these Membership Shipping Terms and Conditions (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories hereto) (collectively, a “Claim”) WILL BE RESOLVED, UPON THE ELECTION OF ANY OF SELLER, CUSTOMER OR THE THIRD PARTIES INVOLVED, EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. If arbitration is chosen, it will be conducted pursuant to the National Arbitration Rules of the ADR Institute of Canada, Inc. If arbitration is chosen by any party with respect to a Claim, neither Seller nor Customer will have the right to litigate that Claim in court or to have a jury trial on that Claim or to engage in pre-arbitration discovery, except as provided for in the applicable arbitration rules or by agreement of the parties involved. Further, Customer will not have the right to participate as a representative or member of any class of claimants pertaining to any Claim. Notwithstanding any choice of law provision included in these Membership Shipping Terms and Conditions, this arbitration agreement is subject to the Arbitration Act, 1991 (Ontario), as amended. The arbitration will take place exclusively in Toronto, Ontario. The language of the arbitration shall be conducted in English. Any court having jurisdiction may enter judgment on the award rendered by the arbitrator(s). Each party involved will bear its own cost of any legal representation, discovery or research required to complete arbitration. The existence or results of any arbitration will be treated as confidential. Notwithstanding anything to the contrary contained herein, all matters pertaining to the collection of amounts due to Seller arising out of the Products or Services will be exclusively litigated in court rather than through arbitration.

Governing Law

THESE MEMBERSHIP SHIPPING TERMS AND CONDITIONS AND CUSTOMER’S MEMBERSHIP WILL BE GOVERNED BY THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. ANY ARBITRATION, ENFORCEMENT OF AN ARBITRATION OR LITIGATION WILL BE BROUGHT EXCLUSIVELY IN TORONTO, ONTARIO AND CUSTOMER CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF ONTARIO WITH RESPECT TO ANY SUBJECT MATTER ARISING HEREUNDER OR RELATING THERETO AND WAIVES THE RIGHT TO CHANGE VENUE. CUSTOMER FURTHER CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH RESPECT TO ANY SUCH PROCEEDING. Except in the case of nonpayment, neither party may institute any action in any form arising out of these Membership Shipping Terms and Conditions more than one (1) year after the cause of action has arisen.  The rights and remedies provided Seller under these Membership Shipping Terms and Conditions are cumulative, are in addition to, and do not limit or prejudice any other right or remedy available at law or in equity.

Miscellaneous

Customer may not assign these Membership Shipping Terms and Conditions, its Membership, or any of its rights or obligations herein without the prior written consent of Seller. Subject to the restrictions in assignment contained herein, these Membership Shipping Terms and Conditions will be binding on and inure to the benefit of the parties hereto and their successors and assigns.  No provision of these Membership Shipping Terms and Conditions will be deemed waived, amended or modified by either party unless such waiver, amendment or modification is in writing and signed by both parties.  If any term or condition of these Membership Shipping Terms and Conditions is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or conditions hereof or thereof or the whole of these Membership Shipping Terms and Conditions. Any delay or failure by either party to exercise any right or remedy will not constitute a waiver of that party to thereafter enforce such rights.

Version Date: 03-14-2023