Commercial Terms of Sale
These Commercial Terms of Sale (“CTS”) apply to orders for hardware, software, and services by direct commercial and public sector purchasers and to commercial end-users who purchase through a reseller (“Customer”), unless Customer and Suppliers (defined below) have entered into a separate written CTS that applies to Customer’s orders for specific products or services, in which case, the separate written CTS governs Customer’s purchase and use of such specific products or services. Supplier reserves the right to modify these CTS at any time, respecting the terms of any ongoing contracts at the time.
Supplier means:
EMC INFORMATION SYSTEMS INTERNATIONAL (“EMC”)
70 Sir John Rogerson’s Quay, Dublin 2
Ovens, County Cork, Ireland
and
Dell World Trade L.P. (“Dell”)
One Dell Way Round Rock, Texas 78682
Legal Notices: Legal.Latam.Notices@Dell.com
1. Subject Matter and Parts of CTS.
1.1 Scope. This CTS governs Customer’s procurement and Supplier’s provisioning of Products, Services and Third-Party Products (if applicable) (collectively “Offerings”), for Customer’s own internal use.
1.2 Products and Services. “Products” are either: (i) Supplier-branded IT hardware products (“Equipment”) or (ii) Supplier-branded generally available software, whether microcode, firmware, operating systems or applications (“Software”). “Services” are: (a) Supplier’s standard service offerings for maintenance and support of Products (“Support Services”) and (b) consulting, deployment, implementation and any other services that are not Support Services (“Professional Services”). “Third Party Products” means hardware, software, products, or services that are not “Dell” or “Dell EMC” branded. Products exclude Services and Third-Party Products.
1.3 Framework. This CTS consists of the main body with the terms and conditions applicable to all Offerings that are in scope, as may be supplemented by additional schedules, containing terms applicable to all or only specific Offerings and shall form an integral part of this CTS (“Schedule(s)”). This CTS does not establish a commitment of Customer to procure, nor an obligation of Supplier or Affiliate to supply, any Offerings unless the parties have agreed on an Order (as defined below).
1.4 Affiliates. Transactions under this CTS may also involve affiliated companies of the parties. With respect to Customer, “Affiliate” means any other entity that directly or indirectly controls, is owned by, controlled by or under common ownership or control with Customer, and with respect to Supplier, “Affiliate” means Dell Inc. and its wholly owned or wholly controlled subsidiaries. “Control” means more than 50% of the voting power or ownership interests.
2. Quoting and Ordering.
2.1 Process. Customer or its Affiliates based in the same country as Customer may request a quote from Supplier or its Affiliate (depending on the Offerings purchased), either in the form of a written quotation or online via www.dell.com or any other online process (“Quote”). Quoted prices are effective until the expiration date of the Quote but may change due to shortages in materials or resources, increase in the cost of manufacturing, or other factors. Customer may order the Offerings quoted by: (i) issuing a Customer purchase order that references such Quote and, if applicable, contract code; (ii) executing Supplier or Affiliate order forms; (iii) ordering online through either www.dell.com or other online process; or (iv) ordering through an authorized reseller. Orders are subject to credit approval and are subject to acceptance by Supplier; unless Supplier has already otherwise accepted an order, shipment of the Offerings shall be deemed Supplier’s acceptance of the order. An accepted order is hereinafter referred to as an “Order.” Supplier may split an Order into separate transactions, each of which will form an Order. Orders may contain charges for shipping and handling. Orders are subject to availability and are cancellable only by Supplier except as expressly permitted in a Schedule. Supplier is not responsible for pricing, typographical or other errors in any offer and may cancel Orders affected by such errors. Customer may change or cancel an Order only as expressly permitted in a Quote or Schedule.
2.2 Orders Submitted Through Reseller. If Customer’s purchase is made through a reseller, then clauses Quoting and Ordering, Product Delivery and Invoicing; Payment Terms and Taxes do not apply and all credit, invoicing, payment, returns, ordering, pricing and cancellation terms for the purchase will be as agreed between Customer and reseller.
2.3 Incorporation by Reference. Each Order which covers the procurement and sale of any Offering that is within the scope of a Schedule listing certain specific Offerings and signed under this CTS shall be deemed to incorporate by reference the terms of this CTS.
2.4 Product- and Service-Specific Terms. Scope and details of Services and Product-specific terms are specified in the applicable standard service description that is attached to or referred in a Schedule or Quote, or is made available through the then-current Supplier website for product- or service-specific terms, currently located at www.dell.com/offeringspecificterms. Such standard descriptions are from time to time referred to as “Service Description(s)”, “Product Notices” or “Service Briefs.” The version of the applicable document that is effective as of the date of the applicable Quote, shall be deemed incorporated into the Order. Scope and details of customized Professional Services not covered by such a standard description shall be documented in a mutually agreed Statement of Work (“SOW”).
2.5 Order of Precedence. This CTS including the documents referenced herein shall apply to the exclusion of all other general terms and conditions incorporated in or referred to in any documentation submitted by Customer to Supplier.
Subject to the foregoing, in case of any conflict or inconsistency the following order of precedence shall apply:
A. The terms of the Order, where either: (i) this CTS expressly provides for the parties to optionally deviate from the relevant provision of this CTS; or (ii) where the Order states that the parties wish to deviate from the terms of this CTS for the purpose of the individual transaction and the parties expressly accept the deviation;
B. The terms of any Schedule to this CTS; and
C. The main body of this CTS
D. Other terms of a Quote not covered by section A above; and
E. Terms established in a Purchase Order issued by Customer only if it is signed by Supplier.
2.6 Revision of Offerings. Supplier may revise its Offerings, including after Customer places an Order but prior to Supplier’s shipment or performance. As a result, Offerings Customer receives may differ from those ordered, as long as they still substantially meet or exceed the specifications as per the documentation of the originally ordered Offerings.
3. Product Delivery.
3.1 Shipment. Unless otherwise agreed, Supplier shall arrange for shipment of the ordered Products to the ship-to address indicated in the Order, that cannot be modified by the Customer except with the express consent of the Supplier in that sense through a common carrier designated by Supplier. Delivery dates are indicative. Software may be provided by delivery of physical media or through electronic means. Customer shall notify Supplier within 21 days of the invoice date if Customer believes any Product included in its Order is missing, wrong, or damaged, and shall ensure that the intended installation site meets the specifications as per the product documentation. If delivery dates have not been specified in the order confirmation, delivery of will be done in the shortest term possible. Unless a legal disposition states so, delivery dates are estimated and will not constitute an essential consideration by the parties in order to enter into these CTS. Deliveries may be segmentated.
Any delivery due dates that may be informed by Supplier to the Customer, even if estimated, may be affected if any of the following situations occurs: (1) force majeure event (2) a delay caused by Customer or its Affiliates; (3) industry shortages and other events outside Supplier’s reasonable control; (4) Customer breaches any of its obligations under this proposal/quote; (5) delays caused by credit review and approval of a lessor; and/or (6) delays caused by the need to obtain an export license. On these cases, Supplier may not comply with the respective delivery due dates informed and parties agree that no liability or fines will apply.
Customer agrees to receive the Product(s) object of the Order(s) within a reasonable period of time as from the moment the Product(s) are shipped.
If Provider is not able to deliver the Products for reasons attributable to Customer, such as lack of delivery instructions, documents, licenses or authorizations required, the Products will be deemed delivered for all legal purposes, and the Customer will be responsible for them and Provide might:
· Store the Products. Customer will bear the related costs and expenses for the Product storing, including but not limited to warehousing and insurance; or
· Sell the Products and charge Customer with the difference between the sale price and the applicable storing fees.
3.2. Transfer of Risk and Title; Costs. Risk of loss for Equipment and for physical media containing licensed Software transfers to Customer upon Delivery. Title to sold Equipment passes to Customer upon Delivery. “Delivery” for Equipment occurs when Supplier provides the Equipment to the carrier at Supplier’s designated point of shipment; “Delivery” for Software occurs either when Supplier provides physical media (or the Equipment on which it is installed) to the carrier at Supplier’s designated point of shipment, or the date Supplier notifies Customer that Software is available for electronic download. Unless otherwise agreed, cost of transit insurance on behalf of Customer shall be included in the total price stated on the Quote. Until payment is made in full, Customer must keep the Products free and clear from any liens or encumbrances and may not sell, destroy, damage or change any of its identification marks.
3.3. Acceptance. All Products and Third-Party Products will be deemed to be accepted upon Delivery. Notwithstanding such acceptance, Customer retains all rights and remedies under the warranty terms stated below. Customer may only return Products to Supplier that are permitted to be returned pursuant to the return policy at Returns | Dell Latin America.
4. Software Licenses.
Customer’s rights to use the Software delivered by Supplier are governed by the terms of the applicable end-user license CTS. Unless different terms have been agreed between the parties, the terms posted on www.dell.com/eula (the “EULA”) shall apply. Supplier will provide a hard copy of the applicable terms upon request. Unless expressly otherwise agreed, microcode, firmware or operating system software required to enable the Equipment with which it is shipped to perform its basic or enhanced functions, is licensed for use solely on such Equipment. Supplier (and its suppliers) will not by liable regarding any damages resulting from the actual or desired use of Third-Party Software, Free Software or Development Tool; all of which have been defined in the abovementioned EULA.
5. Services
5.1. Support Services
A. Scope and Term. Supplier shall provide Support Services in accordance with the applicable Service Description or Product Notice, for the (initial or renewal) period agreed in the applicable Order. Unless otherwise agreed therein, the initial Support Services procured together with the purchase of a Product start on the commencement date of the applicable warranty period (as specified in the Warranty clause).
B. Support Availability and Release Cycles. Availability of Support Services is governed by Supplier’s “End-of-Service-Life” policies, to be made available to Customer upon request. Subject to such policies, Support Services for Software apply to the current and the immediately prior release of the Software.
C. Limitations. Support Services do not cover any of the following: (i) problems that are excluded from warranty coverage according to the Warranty Limitations clause below; (ii) problems that cannot be reproduced at Supplier’s facility or via remote access to Customer’s facility; (iii) onsite activities for Equipment that is located outside of the applicable service area (unless otherwise provided in a Service Description); (iv) providing media replacement, operating supplies, cosmetic accessories or parts such as frames, and cover or support on those items; or (v) repairing damage or defects in Equipment that are purely cosmetic and do not affect device functionality.
D. Maintenance Tools and Spare Parts. Supplier may, at its discretion, store tools and spare parts used by Supplier to perform diagnostic or remedial activities in connection with Products at the Customer’s site or on Customer’s systems, and Customer agrees that such are for use only by Supplier authorized personnel and further authorizes Supplier to remove and/or disable them when no longer needed by Supplier to provide its Services.
E. Replacements. All replaced Equipment or components thereof shall be returned to Supplier and become the property of Supplier upon receipt of the replaced Equipment or components at the specified Supplier facility unless specifically agreed otherwise in an Order. If Customer does not return a replaced component or Equipment within 15 days after receipt of Supplier’s request, then Customer must pay Supplier at the then-current spare parts list price for the Equipment or portions that Customer has failed to return. If Supplier determines that a component of a defective Equipment product is “customer-replaceable”, i.e. one that is easily disconnected and reconnected, or if the Supplier determines that the Equipment should be replaced as a whole, Supplier reserves the right to send Customer a component or whole replacement Equipment for exchange.
F. Data Responsibility. Supplier shall not access or use any Customer production data stored on the Products, unless Customer has expressly authorized Supplier to do so. Unless a data deletion service is expressly ordered from Supplier, Customer is responsible for removing all information and data stored on replaced parts, or on any other items or Product before it is returned to Supplier.
G. Customer-Initiated Changes. If the Product is covered by Support Services and Customer intends: (i) to relocate Equipment to a different installation site (where applicable to the Product); (ii) to change the hardware configuration on its own; or (iii) to deny the activation or to disable remote support features of a Product, Customer shall notify Supplier in advance. Where any of such action limits Supplier’s ability to provide Support Services for the affected Product or increases the Supplier’s cost of providing Support Services, Supplier is entitled to make the continuation of Support Services dependent on Customer paying a reasonable adjustment of the ongoing fees and a reasonable charge for any re-certification services Supplier reasonably considers necessary for continued support; agreed upon proactive support capabilities, response times, or other service levels may no longer apply.
H. Support services may be provided remotely or on site by Supplier’s technicians. Once a Quote is accepted the access to the Customer’s site of the Supplier’s technicians.
I. Supplier may, at its own discretion propose to renew the Support Service by sending an invoice to the Customer or, with a previous notice, by continuing the Service Support to the Customer. It is understood that the Customer has accepted the renewal when the corresponding invoice has been paid during the term there established or if Customer continues to request or use the Support Services.
5.2. Professional Services.
A. Scope of Services. Supplier shall provide Professional Services including any Deliverables (as defined below) in accordance with the applicable Service Description, SOW or other agreed upon documentation containing the specifics of such services (“Service Specification”). Professional Services are provided as a separate and independent service even if mentioned together with the sale or licensing of Products by Supplier in the same Order. Supplier is not providing legal or regulatory advice in any Professional Services.
B. Grant of License Rights in Deliverables.
(1) “Deliverables” means any reports, analyses, scripts, code, or other work results that Supplier delivers to Customer within the framework of fulfilling obligations under a Service Specification. “Proprietary Rights” mean all patents, copyrights, trademarks, trade secrets, or other intellectual property rights of a party.
(2) Subject to Customer’s compliance with the terms of this CTS and any applicable Service Specification, Customer’s payment of applicable amounts due, and Supplier’s Proprietary Rights in any underlying intellectual property incorporated into any Deliverables or used by Supplier to perform Professional Services, Supplier grants Customer a non-exclusive, non-transferable, revocable (in case of non-payment, or any breach of this CTS or any applicable Service Specification) license to use (without the right to sublicense) the Deliverables provided by Supplier for Customer’s internal business purposes, only and solely in accordance with the applicable Service Specification and subject to this CTS. Customer may authorize its service providers to use the Deliverables, but solely on Customer’s behalf, solely for Customer’s internal business purposes, and Customer shall be responsible for service provider’s compliance with these restrictions.
(3) Supplier reserves for itself all Proprietary Rights that it has not expressly granted to Customer herein. The license granted in this Professional Services clause does not apply to: (i) any Products; or (ii) items licensed or otherwise provided under a separate CTS. Supplier is not limited in developing, using, or marketing services or products that are similar to the Deliverables or Professional Services provided hereunder, any Service Specification, or, subject to Supplier’s confidentiality obligations to Customer, in using the Deliverables or performing similar Professional Services for any other projects.
C. Customer Furnished Materials. Customer retains its Proprietary Rights in materials it furnishes to Supplier for use in connection with the performance of Professional Services. Customer grants Supplier a non-exclusive, non-transferable right, under Customer’s Proprietary Rights, to use the Customer-provided materials solely for the benefit of Customer in fulfilling Supplier’s obligations under this CTS.
D. Responsibility for Personnel. Supplier is solely responsible for personnel placement as well as for all other human resource issues (e.g. vacation) concerning its personnel. The parties are independent entities and recognize that there is no labor relationship between them and their counterpart’s employees. Supplier will indemnify Customer for any labor sentences awarding damages, costs or expenses to Supplier’s employees under these CTS, except if the origin of the labor claims is originated on the customer’s negligence or wishful misconduct.
5.3. Customer Responsibilities. In connection with Support Services or Professional Services (if applicable), at no charge to Supplier, Customer shall: (i) provide Supplier personnel with timely access to appropriate facilities, space, power, documentation, files, data, information, additional software (if needed); (ii) use skilled and authorized Customer personnel to assist and cooperate with Supplier in the provision of the Services as reasonably requested by Supplier; (iii) be responsible for physical and network security and all conditions in its business necessary for due performance of Services; (iv) allow Supplier remote and onsite access to the Products and Customer’s infrastructure environment, as required; and (v) where applicable, promptly notify Supplier when Products fail and provide Supplier with sufficient details of the failure such that the failure can be reproduced by Supplier. For Professional Services, details may be set forth in the Service Specification.
6. Education Services.
Trainings will be provided from 9am to 5 pm, at the venue appointed by Supplier or at Customer´s premises, if agreed by the parties. The credits purchased, TC´s (Training Credits), Value Package, One Year Subscriptions or any other type of educational credit, as set forth in the respective purchase order will be valid for 12 months as of the date of the invoicing of the purchase order by Supplier. Open Room sessions can be requested via email at education@emc.com and they will be delivered once the minimum quorum set by Supplier is met. Dedicated Classes (specifically set up for Customer) must be scheduled at least 45 days in advance or as expressly agreed by the parties. Any modification or cancelation of the classes already scheduled shall be requested 14 days in advance of the date in which the class is scheduled. For more information about the Education Services, please access: https://education.dellemc.com/content/emc/es-mx/home.html.
7. Invoicing; Payment Terms and Taxes.
7.1 Independent Scope. For Dell-quoted Offerings ("Dell Scope"), billing will be done exclusively by Dell, independent of EMC. In addition, payments must be made from Customer to Dell, regardless of payments due to EMC; the same reasoning should apply to all Quotes issued by EMC (“EMC Scope”). In the event that Dell and EMC jointly issue a Quote to the Customer, these CTS establish that said Quote must expressly define Dell's Scope and EMC's Scope in exact terms, for the purposes of payment and for the assignment of responsibilities, obligations and contractual rights. Each must cover its specific scope. In this sense, each Supplier, whether Dell or EMC, will be responsible for complying with its obligations regarding the delivery of its Offers in accordance with the provisions of the CTS and the corresponding Quote.
7.2. Invoicing. Supplier shall invoice the Offerings to Customer in the currency agreed in the Order. If Supplier is obligated by applicable law to collect and remit any taxes or fees, then Supplier will add the appropriate amount to Customer’s invoices as a separate line item in accordance with statutory requirements. Supplier may invoice parts of an Order separately or together in 1 invoice. All invoice terms will be deemed accurate unless Customer advises Supplier in writing of a material error within 10 days following receipt. If Customer advises Supplier of a material error, (a) any amounts corrected by Supplier in writing must be paid within 14 days of correction, and (b) all other amounts shall be paid by Customer by the due date. If Customer withholds payment because Customer believes an invoiced amount is incorrect, and Supplier concludes that the amount is accurate, Customer must pay interest on the unpaid disputed amount from the due date until Supplier’s receipt of payment. Customer may not offset, defer or deduct any invoiced amounts that Supplier determines are correct following the notification process stated above.
7.3. Payment Terms. Customer shall pay Supplier’s invoices in full and in the same currency as Supplier’s invoice within the time noted on Supplier’s invoice, or if not noted, then within 30 days after the date of the invoice, with interest accruing after the due date at the lesser of 1.5% per month or the highest lawful rate. In case of Customer’s default in payment Supplier shall, until arrangements as to payment or credit have been stablished, be entitled to: (i) cancel or suspend its performance of such Order and/or (ii) withhold performance under this CTS.
7.3.1. In the event Services are provided in milestones, Customer shall issue its acceptance in writing in each completed stage of the contractual scope, as defined in the SOW, if applicable. This acceptance shall be issued by the Customer within 5 business days from the completion of each milestone by Supplier. After this period and if Customer has not issued its acceptance in writing or has not expressly manifested on technical/operational problems and/or on irregularities, the milestone will be considered tacitly accepted. After the acceptance, the Services shall be billed by Supplier. The payment for such Services shall be made in accordance with this proposal/quote or the SOW, if applicable. The above does not prejudice the billing and Customer’s obligation to pay for the Products and/or Software, since they are not subject to acceptance.
7.4. Taxes. The charges due hereunder are exclusive of, and Customer shall pay or reimburse Supplier for all value added (VAT), sales, use, excise, withholding, personal property, goods and services and other similar taxes, governmental fees, levies, customs and duties resulting from Customer’s purchase, except for taxes based on Supplier’s net income, gross revenue, or employment obligations. If Customer qualifies for a tax exemption, Customer must provide Supplier with a valid certificate of exemption or other appropriate proof of exemption. In the event that Customer is required by law to make a withholding or deduction in respect of the price payable to Supplier, Customer shall ensure that the actual amount received by Supplier after deduction or withholding (and after payment of any additional taxes due as a consequence of such additional amount) shall equal the amount that would have been payable to Supplier if such deduction or withholding were not required.
7.5. Leasing. In the event Customer intends to enter into a leasing arrangement (“Leasing Agreement”) for the Products and/or Services offered by Supplier through a funding source pre-approved by Supplier (“FS”), Customer may issue its purchase order to Supplier or to FS. If issued to FS, Supplier will invoice FS and fulfill the order upon receipt of: (a) the written confirmation that Customer agrees with terms and conditions of the Proposal and (b) the billing authorization letter and/or a purchase order from FS. If Customer issues its purchase order to Supplier, then Supplier will require the billing authorization letter and/or a purchase order from FS in order to invoice FS.
Notwithstanding the Leasing Agreement, Customer’s use of the Products and Services is subject to the Proposal´s terms and conditions, except that Equipment title shall transfer from Supplier to FS instead of to Customer.
In case (a) FS notifies Supplier after shipment that Customer is no longer pursuing a Leasing Agreement for these items, or (b) Customer fails to enter into such Leasing Agreement and/or to sign the Acceptance Certificate, as may be applicable, within a maximum of 15 (fifteen) days after the delivery of the Products by Supplier, Customer shall promptly pay Supplier the amounts invoiced by Supplier, according to the terms and conditions of the Proposal.
Customer acknowledges that the FS interest rates have an expiration date, counted from the date FS sends its proposal to the Customer. In case the Products and/or Services have a delivery date longer than the term of the interest rate, FS may change the interest rates applied and Supplier may submit a new proposal/quote.
8. Warranty.
8.1. Equipment Warranty. Supplier warrants that Equipment, under normal usage and with regular recommended service, will be free from material defects in material and workmanship, and that Equipment will perform substantially in accordance with the corresponding standard documentation issued by Supplier for the applicable Equipment. Unless provided otherwise in a Schedule, additional terms governing the limited warranties for Equipment are found at www.dell.com/warrantyterms or in the applicable documentation or Product Notice for the specific Equipment.
8.2. Customer Resources. Supplier's entire liability for the breach of this warranty shall be for the Supplier, at its cost and option, the repair or replace the affected Equipment, excluding any type of preventive maintenance. Faced with the need for replacement parts, these may be new or reconditioned (with the same quality as new ones), in compliance with the original Product specifications. If the Supplier cannot do so within a reasonable period of time, in that case, the Supplier will reimburse the amount paid by the Customer with respect to the affected Equipment as it would have been linearly depreciated over a period of five (5) years at the time of the return of said Equipment to the Supplier.
8.3. Software Warranty. The following terms apply to the specific Software (“Warranted Software”) listed in the table located at https://www.delltechnologies.com/content/dam/digitalassets/active/en/unauth/manual-warranty-informations/h4276-emc-prod-warranty-maint-table.pdf (the “Dell EMC Product Warranty and Maintenance Table”). Supplier warrants that Warranted Software will substantially conform in all material respects to its then-current documentation during the applicable warranty period specified in the Software Warranty Table (the “Software Warranty Period”). Any breach of this warranty must be reported to Supplier during the Software Warranty Period. Customer’s sole and exclusive remedy and Supplier’s entire liability for a breach of this warranty is for Supplier, at its sole discretion, to either use commercially reasonable efforts to remedy the non-conformance or to terminate the license for the affected Software and provide a pro-rata refund of the license fees received by Supplier for such Software.
8.4. Services Warranty. Supplier will perform Services in a workmanlike manner in accordance with generally accepted industry standards. Customer must notify Supplier of any failure to so perform within 10 days after the date on which such failure first occurs. In such case, Supplier will use reasonable efforts to correct such failure within a reasonable period of time. If, after reasonable efforts, Supplier is not able to correct such deficiencies for reasons for which Supplier is responsible, then Customer may terminate the affected Services for cause by providing written notice to Supplier.
8.5. Limitations. The warranties set forth in this clause do not cover problems that arise from: (i) accident or neglect by Customer or any third party; (ii) any third party items or services with which the Product is used or other causes beyond Supplier’s control; (iii) installation, operation or use not in accordance with Supplier’s instructions and the applicable documentation; (iv) use in an environment, in a manner or for a purpose for which the Product was not designed; (v) modification, alteration or repair by anyone other than Supplier personnel or (vi) causes attributable to normal wear and tear. Supplier has no obligation for: (1) Software installed or used beyond the licensed use, or (2) Product whose original identification marks have been altered or removed. Products and Services are not fault-tolerant and are not designed or intended for use in hazardous environments requiring fail-safe performance, such as any application in which the failure of the Products or Services could lead to death, bodily injury, or physical or property damage (collectively, “High-Risk Activities”). Supplier expressly disclaims any express or implied warranty of fitness for High-Risk Activities.
8.6. Warranty Disclaimer. Other than the warranties set forth in this clause and the Schedules, and to the maximum extent permitted by applicable law, Supplier and Supplier Affiliates: (i) make no other express warranties; (ii) disclaim all implied warranties, including merchantability, fitness for a particular purpose, title and non-infringement; and (iii) disclaim any warranty arising by statute, operation of law, course of dealing or performance or usage of trade.
9. Limitation of Liability.
9.1. Limitations on Damages. The limitations, exclusions and disclaimers stated below apply to all disputes, claims or controversies (whether in contract, tort (including negligence) or otherwise) related to or arising out of the CTS or any Quote or Order (“Dispute”). The terms of this clause are agreed allocations of risk constituting part of the consideration for Supplier’s and its Affiliates’ sale of Products and Services to Customer and will apply even if there is a failure of the essential purpose of any limited remedy, and regardless of whether a party has been advised of the possibility of the liabilities.
A. Limitation on Direct Damages. Except for Customer’s obligations to pay for Offerings, Customer’s violation of the restrictions on use of Products and Services or Supplier’s or its Affiliates’ intellectual property rights, or a party’s indemnity obligation stated in the clause above titled “Indemnity”, Supplier’s (including its suppliers) and Customer’s total liability arising out of any Dispute or any matter under this CTS, is limited to the amount Customer paid to Supplier during the 12 months before the date that the matter or Dispute arose for the Product, Services or both that are the subject of the Dispute, but excluding amounts received as reimbursement of expenses or payment of taxes.
B. Disclaimer of Certain Other Damages. Except for Customer’s payment obligations and violation of Supplier’s or its Affiliates’ intellectual property rights, neither Supplier (and its suppliers) nor Customer has liability to the other for special, consequential, exemplary, punitive, incidental or indirect damages, or for lost profits, loss of revenue, loss or corruption of data, loss of use or procurement of substitute products or services.
9.2. Prevention and Mitigation. Customer is solely responsible for its data. Customer shall implement IT architecture and processes enabling Customer to prevent and mitigate damages in line with the criticality of the systems and data for Customer’s business and its data protection requirements, including a business recovery plan. In that regard, Customer shall: (i) provide for a backup process on a regular (at least daily) basis and backup relevant data before Supplier performs any remedial, upgrade or other works on Customer’s IT systems; (ii) monitor the availability and performance of its IT environment during the performance of Services; and (iii) promptly react to messages and alerts received from Supplier or through notification features of the Products and immediately report any identified issue to Supplier. To the extent that Supplier has any liability for data loss, Supplier shall only be liable for the cost of commercially reasonable and customary efforts to recover the lost data from Customer’s last available backup.
9.3. Limitation Period. Except as stated in this clause, all claims must be made within the period specified by applicable law. If the law allows the parties to specify a shorter period for bringing claims, or the law does not provide a time at all, then claims must be made within 18 months after the cause of action accrues.
10. Third Party Products.
Supplier may offer to supply Third Party Products that are provided by a third party manufacturer/supplier, e. g. under Supplier’s “Dell EMC Select” program, Supplier’s “Brokerage” program or Supplier’s Software & Peripherals (S&P) program, and may include offerings from Supplier Affiliates using different brands other than “Dell” “EMC” or “Dell EMC”. Notwithstanding any other provisions herein, such Third-Party Products are subject to the standard license, services, warranty, indemnity and support terms of the third-party manufacturer/supplier (or an applicable direct agreement between Customer and such manufacturer/supplier), to which Customer shall adhere. Even if support fees are invoiced through Supplier, such Third-Party Products are not supported by Supplier and Customer shall contact such third party directly for support. Any warranty, damages or indemnity claims against Supplier in relation to such Third-Party Products are expressly excluded. References to warranty and support information for Dell EMC Select products is currently available through //dell.com/offeringspecificterms.
11. Confidentiality.
11.1 Scope. “Confidential Information” shall mean any information, pricing, technical data or know-how furnished in connection with the scope of this CTS, whether in written, oral, electronic, website-based, or other form, by a Customer or a Customer Affiliate to Supplier or a Supplier Affiliate or vice versa and that: (i) is marked, accompanied or supported by documents clearly and conspicuously designating such documents as "confidential", “internal use” or the equivalent; (ii) is identified by the discloser as confidential before, during or promptly after the presentation or communication; or (iii) should reasonably be known by the recipient to be confidential. Confidential Information does not include information that is: (a) rightfully in the receiving party’s possession without prior obligation of confidentiality from the disclosing party; (b) a matter of public knowledge (or becomes a matter of public knowledge other than through breach of confidentiality by the other party); (c) rightfully furnished to the receiver by a third party without confidentiality restriction; or (d) independently developed by the receiver or its Affiliates without reference to the discloser’s Confidential Information.
11.2 Protection. Each party shall ensure that, where it or one of its Affiliates is the receiver of Confidential Information hereunder, the receiver shall (a) use Confidential Information of the discloser only for the purposes of exercising rights or performing obligations in connection with this CTS or any Order hereunder; and (b) protect from disclosure to any third parties any Confidential Information disclosed by the discloser, both for a period commencing upon the date of disclosure until 3 years thereafter. Subject to the terms of this Section, the foregoing obligations shall never expire in relation to technical information about a discloser’s products and services or any information about possible unreleased products or services and shall survive any termination or expiration of this CTS.
11.3. Exceptions. Notwithstanding the foregoing, either party and its Affiliates may disclose Confidential Information (1) to an Affiliate, or to a subcontractor used by Supplier to provide Services under this CTS, as long as the Affiliate or subcontractor has a need-to-know and complies with the foregoing; (2) to either party’s directors, officers, employees, and professional advisors and those of its Affiliates, and (3) if required by law or regulatory authorities provided the receiver has given the discloser prompt notice. For the purposes of this clause “Affiliates” of Supplier include other members of Dell Technologies group.
12. Term and Termination of this CTS.
The term of this CTS begins with (i) the acceptance of the respective Quote in writing, including by e-mail; (ii) the issuance of a purchase order from the Customer referring to such Quote; (iii) the acceptance or signature of Supplier or its Affiliate order forms; or (iv) through the acquisition via a reseller, whichever occurs first, and continues until the obligations contained in this CTS are met by the parties or until terminated in accordance with this clause. Either party may terminate this CTS for material breach by the other party if such other party has failed to cure the breach within a reasonable grace period of no less than 30 days as set forth by the other party in writing. Termination of this CTS will not give rise to a full and/or partial refund of the amounts relating to this CTS already paid to the Supplier until termination. In addition, termination will not relieve the Customer from making payments for Products and/or Services already provided that have not yet been charged and/or paid after termination. If the Quote contains rules and/or terms applicable for its termination that are different from this CTS, the provisions of the Quote will prevail. A termination for convenience of Services shall only be permitted if expressly agreed between the parties.
13. General.
13.1. Governing Law; Jurisdiction. The CTS and any Dispute (excluding the conflicts of law rules) is governed by the laws of the State of Texas and the federal laws of the United States for all matters involving Dell; and for all matters involving EMC, the laws of Ireland. The U.N. Convention on Contracts for the International Sale of Goods does not apply. To the extent permitted by law, the state and federal courts located in Texas will have exclusive jurisdiction for any Disputes. Customer and Supplier agree to submit to the personal jurisdiction of the state and federal courts located within Travis or Williamson County, Texas, and agree to waive any and all objections to the exercise of jurisdiction over the parties by those courts and to venue in those courts.
13.2. Trade Compliance. Customer is subject to and responsible for compliance with the export control and economic sanctions laws of the United States, the European Union and other applicable jurisdictions (collectively, “Applicable Trade Laws”). Offerings are for Customer’s own/internal use, and may not be used, sold, leased, exported, imported, re-exported, or transferred except in compliance with the Applicable Trade Laws. Customer represents and warrants that it is not the subject or target of, or located in a country or territory that is the subject or target of economic sanctions under the Applicable Trade Laws. For further information about geographical restrictions and compliance with Applicable Trade Laws, visit www.dell.com/tradecompliance.
13.3. Customer Responsibility. Customer agrees that it will obtain all necessary rights, permissions and consents associated with: (a) technology or data (including personal data) that Customer and its Affiliates provide to Supplier or its Affiliates, and (b) non-Supplier software or other components that Customer and its Affiliates direct or request that Supplier or its Affiliates use with, install, or integrate as part of the Supplier’s Offerings. Customer will defend and indemnify Supplier and its Affiliates against any third party claim resulting from a breach of the foregoing, or from Customer’s infringement or misappropriation of intellectual property rights of Supplier, its Affiliates or third parties.
13.4. U.S. Government Restricted Rights. The software and documentation provided are “commercial products” as defined in Federal Acquisition Regulation (“FAR”) Section 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as these terms are used in FAR 12.212 and Defense Federal Acquisition Regulation Supplement (“DFARS”) Section 227.7202, as applicable. Consistent with FAR 12.212 and DFARS Section 227.7202, all U.S. Government end users acquire the software and documentation with only those rights set forth herein.
13.5. Entire Agreement. This CTS, the Schedules and each Order hereunder comprise the complete statement of the CTS of the parties regarding the subject matter thereof and may be modified only by written CTS. Pre-printed terms on any Order or any term or condition on a Customer form, have no legal effect and do not modify or supplement the CTS, even if Supplier does not expressly object to those terms when accepting a Customer Order. The Schedule(s) and information which are incorporated by reference (including reference to information contained in a URL or policy) form an integral part of the CTS.
13.6. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any of its obligations (other than for the payment of fees) caused by Force Majeure. If such delay or failure lasts longer than 30 days, then the other party may immediately terminate, in whole or in part, the relevant Order by giving written notice to the delayed party. “Force Majeure” refers to circumstances beyond a party’s reasonable control including, without limitation, act of God, war, riot, civil commotion, terrorist acts, malicious damage, governmental or regulatory actions, accident, breakdown of plant or machinery, local or national emergency, explosions, fire, natural disasters, severe weather or other catastrophes, epidemics/pandemics, general import/export/customs process problems affecting supplies to Supplier or to Customer, shortages in materials, failure of a utility service or transport network, embargo, strike, lock out or other industrial dispute (whether involving Supplier’s workforce or any other party), or default of suppliers or subcontractors due to any of the preceding events.
13.7. Assignment and Subcontracting. Neither party shall assign, transfer or novate this CTS, any Order, or any right or obligation thereunder or delegate any performance without the other party’s prior written consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing: (i) Supplier may use Affiliates or other qualified subcontractors to perform it obligations hereunder, provided that the relevant party to the Order shall remain responsible for the performance thereof; and (ii) either party may assign rights to payments arising under any Order without consent of the other party.
13.8. Independent Contractors. The parties are independent contractors for all purposes under this CTS and cannot obligate any other party without prior written approval. The parties do not intend anything in this CTS to allow any party to act as an agent or representative of a party, or the parties to act as joint venturers or partners for any purpose. No party is responsible for the acts or omissions of any other.
13.9. Third Party Rights. There are no third-party beneficiaries to this CTS or any Order under any laws.
13.10. Succession. The group of companies that Dell and EMC are part of, have engaged globally in an acquisition transaction. Therefore, Dell and EMC could adopt all legal and operational proceedings and measures necessary to conclude a merger operation that will result in one operating company within a specific territory. In case these corporate operations are concluded, then: (a) this CTS and the respective Quotes in force will automatically be transferred to the successor company, which will honor all the obligations undertaken by the merged company automatically and without interruption; and (b) Customer agrees to comply with its contractual obligations, including payment obligations, before the surviving entity.
13.11. Restrictions on Advertising. Through these CTS, the parties acknowledge that, unless previously agreed to in writing by the other party, it is expressly prohibited to use of any logo, trademark, trade name, signs or insignia of the another party and its Affiliates in any documents, tools or systems, as well as in advertising and/or promotional materials, during and after the term of this CTS.
13.12. Waiver and Severability. Failure to enforce a provision of this CTS will not constitute a waiver of that or any other provision of this CTS. If any part of this CTS or an Order is held unenforceable, the validity of the remaining provisions shall not be affected.
13.13. Notices. All notices and other required communications must be in writing, in the English language, and will be transmitted to the addresses shown on the first page of this CTS, either by: (i) personal delivery deemed accepted at time of delivery with written verification; (ii) internationally recognized overnight delivery courier with verification of receipt; (iii) registered or certified mail, postage prepaid first-class mail with return receipt requested; or (iv) email with confirmed receipt. All such notices will be effective upon receipt.
13.14. Rules regarding ticket purchases to Dell Technologies events. If applicable to this CTS, by acquiring tickets to any Dell Technologies Group event, Customer may appoint certain personnel or employee(s) in the exact number of the quantity of tickets purchased. The ticket does not include expenses such as flight tickets, accommodations, meals, transportation, insurance and other related expenses, being limited to the event entrance. Customer must confirm its participation in the event and register its employee(s) or representative(s) that Will attend the event 30 days before the date of the event, otherwise Customer might lose the ticket(s).
Commercial Terms of Sale
Revision Date: February 26, 2024.
These Commercial Terms of Sale (“CTS”) apply to orders for hardware, software, and services by direct commercial and public sector purchasers and to commercial end-users who purchase through a reseller (“Customer”), unless Customer and Suppliers (defined below) have entered into a separate written CTS that applies to Customer’s orders for specific products or services, in which case, the separate written CTS governs Customer’s purchase and use of such specific products or services. Supplier reserves the right to modify these CTS at any time, respecting the terms of any ongoing contracts at the time.
Supplier means:
EMC INFORMATION SYSTEMS INTERNATIONAL (“EMC”)
70 Sir John Rogerson’s Quay, Dublin 2
Ovens, County Cork, Ireland
and
Dell World Trade L.P. (“Dell”)
One Dell Way Round Rock, Texas 78682
Legal Notices: Legal.Latam.Notices@Dell.com
1. Subject Matter and Parts of CTS.
1.1 Scope. This CTS governs Customer’s procurement and Supplier’s provisioning of Products, Services and Third-Party Products (if applicable) (collectively “Offerings”), for Customer’s own internal use.
1.2 Products and Services. “Products” are either: (i) Supplier-branded IT hardware products (“Equipment”) or (ii) Supplier-branded generally available software, whether microcode, firmware, operating systems or applications (“Software”). “Services” are: (a) Supplier’s standard service offerings for maintenance and support of Products (“Support Services”) and (b) consulting, deployment, implementation and any other services that are not Support Services (“Professional Services”). “Third Party Products” means hardware, software, products, or services that are not “Dell” or “Dell EMC” branded. Products exclude Services and Third-Party Products.
1.3 Framework. This CTS consists of the main body with the terms and conditions applicable to all Offerings that are in scope, as may be supplemented by additional schedules, containing terms applicable to all or only specific Offerings and shall form an integral part of this CTS (“Schedule(s)”). This CTS does not establish a commitment of Customer to procure, nor an obligation of Supplier or Affiliate to supply, any Offerings unless the parties have agreed on an Order (as defined below).
1.4 Affiliates. Transactions under this CTS may also involve affiliated companies of the parties. With respect to Customer, “Affiliate” means any other entity that directly or indirectly controls, is owned by, controlled by or under common ownership or control with Customer, and with respect to Supplier, “Affiliate” means Dell Inc. and its wholly owned or wholly controlled subsidiaries. “Control” means more than 50% of the voting power or ownership interests.
2. Quoting and Ordering.
2.1 Process. Customer or its Affiliates based in the same country as Customer may request a quote from Supplier or its Affiliate (depending on the Offerings purchased), either in the form of a written quotation or online via www.dell.com or any other online process (“Quote”). Quoted prices are effective until the expiration date of the Quote but may change due to shortages in materials or resources, increase in the cost of manufacturing, or other factors. Customer may order the Offerings quoted by: (i) issuing a Customer purchase order that references such Quote and, if applicable, contract code; (ii) executing Supplier or Affiliate order forms; (iii) ordering online through either www.dell.com or other online process; or (iv) ordering through an authorized reseller. Orders are subject to credit approval and are subject to acceptance by Supplier; unless Supplier has already otherwise accepted an order, shipment of the Offerings shall be deemed Supplier’s acceptance of the order. An accepted order is hereinafter referred to as an “Order.” Supplier may split an Order into separate transactions, each of which will form an Order. Orders may contain charges for shipping and handling. Orders are subject to availability and are cancellable only by Supplier except as expressly permitted in a Schedule. Supplier is not responsible for pricing, typographical or other errors in any offer and may cancel Orders affected by such errors. Customer may change or cancel an Order only as expressly permitted in a Quote or Schedule.
2.2 Orders Submitted Through Reseller. If Customer’s purchase is made through a reseller, then clauses Quoting and Ordering, Product Delivery and Invoicing; Payment Terms and Taxes do not apply and all credit, invoicing, payment, returns, ordering, pricing and cancellation terms for the purchase will be as agreed between Customer and reseller.
2.3 Incorporation by Reference. Each Order which covers the procurement and sale of any Offering that is within the scope of a Schedule listing certain specific Offerings and signed under this CTS shall be deemed to incorporate by reference the terms of this CTS.
2.4 Product- and Service-Specific Terms. Scope and details of Services and Product-specific terms are specified in the applicable standard service description that is attached to or referred in a Schedule or Quote, or is made available through the then-current Supplier website for product- or service-specific terms, currently located at www.dell.com/offeringspecificterms. Such standard descriptions are from time to time referred to as “Service Description(s)”, “Product Notices” or “Service Briefs.” The version of the applicable document that is effective as of the date of the applicable Quote, shall be deemed incorporated into the Order. Scope and details of customized Professional Services not covered by such a standard description shall be documented in a mutually agreed Statement of Work (“SOW”).
2.5 Order of Precedence. This CTS including the documents referenced herein shall apply to the exclusion of all other general terms and conditions incorporated in or referred to in any documentation submitted by Customer to Supplier.
Subject to the foregoing, in case of any conflict or inconsistency the following order of precedence shall apply:
A. The terms of the Order, where either: (i) this CTS expressly provides for the parties to optionally deviate from the relevant provision of this CTS; or (ii) where the Order states that the parties wish to deviate from the terms of this CTS for the purpose of the individual transaction and the parties expressly accept the deviation;
B. The terms of any Schedule to this CTS; and
C. The main body of this CTS
D. Other terms of a Quote not covered by section A above; and
E. Terms established in a Purchase Order issued by Customer only if it is signed by Supplier.
2.6 Revision of Offerings. Supplier may revise its Offerings, including after Customer places an Order but prior to Supplier’s shipment or performance. As a result, Offerings Customer receives may differ from those ordered, as long as they still substantially meet or exceed the specifications as per the documentation of the originally ordered Offerings.
3. Product Delivery.
3.1 Shipment. Unless otherwise agreed, Supplier shall arrange for shipment of the ordered Products to the ship-to address indicated in the Order, that cannot be modified by the Customer except with the express consent of the Supplier in that sense through a common carrier designated by Supplier. Delivery dates are indicative. Software may be provided by delivery of physical media or through electronic means. Customer shall notify Supplier within 21 days of the invoice date if Customer believes any Product included in its Order is missing, wrong, or damaged, and shall ensure that the intended installation site meets the specifications as per the product documentation. If delivery dates have not been specified in the order confirmation, delivery of will be done in the shortest term possible. Unless a legal disposition states so, delivery dates are estimated and will not constitute an essential consideration by the parties in order to enter into these CTS. Deliveries may be segmentated.
Any delivery due dates that may be informed by Supplier to the Customer, even if estimated, may be affected if any of the following situations occurs: (1) force majeure event (2) a delay caused by Customer or its Affiliates; (3) industry shortages and other events outside Supplier’s reasonable control; (4) Customer breaches any of its obligations under this proposal/quote; (5) delays caused by credit review and approval of a lessor; and/or (6) delays caused by the need to obtain an export license. On these cases, Supplier may not comply with the respective delivery due dates informed and parties agree that no liability or fines will apply.
Customer agrees to receive the Product(s) object of the Order(s) within a reasonable period of time as from the moment the Product(s) are shipped.
If Provider is not able to deliver the Products for reasons attributable to Customer, such as lack of delivery instructions, documents, licenses or authorizations required, the Products will be deemed delivered for all legal purposes, and the Customer will be responsible for them and Provide might:
· Store the Products. Customer will bear the related costs and expenses for the Product storing, including but not limited to warehousing and insurance; or
· Sell the Products and charge Customer with the difference between the sale price and the applicable storing fees.
3.2. Transfer of Risk and Title; Costs. Risk of loss for Equipment and for physical media containing licensed Software transfers to Customer upon Delivery. Title to sold Equipment passes to Customer upon Delivery. “Delivery” for Equipment occurs when Supplier provides the Equipment to the carrier at Supplier’s designated point of shipment; “Delivery” for Software occurs either when Supplier provides physical media (or the Equipment on which it is installed) to the carrier at Supplier’s designated point of shipment, or the date Supplier notifies Customer that Software is available for electronic download. Unless otherwise agreed, cost of transit insurance on behalf of Customer shall be included in the total price stated on the Quote. Until payment is made in full, Customer must keep the Products free and clear from any liens or encumbrances and may not sell, destroy, damage or change any of its identification marks.
3.3. Acceptance. All Products and Third-Party Products will be deemed to be accepted upon Delivery. Notwithstanding such acceptance, Customer retains all rights and remedies under the warranty terms stated below. Customer may only return Products to Supplier that are permitted to be returned pursuant to the return policy at Returns | Dell Latin America.
4. Software Licenses.
Customer’s rights to use the Software delivered by Supplier are governed by the terms of the applicable end-user license CTS. Unless different terms have been agreed between the parties, the terms posted on www.dell.com/eula (the “EULA”) shall apply. Supplier will provide a hard copy of the applicable terms upon request. Unless expressly otherwise agreed, microcode, firmware or operating system software required to enable the Equipment with which it is shipped to perform its basic or enhanced functions, is licensed for use solely on such Equipment. Supplier (and its suppliers) will not by liable regarding any damages resulting from the actual or desired use of Third-Party Software, Free Software or Development Tool; all of which have been defined in the abovementioned EULA.
5. Services
5.1. Support Services
A. Scope and Term. Supplier shall provide Support Services in accordance with the applicable Service Description or Product Notice, for the (initial or renewal) period agreed in the applicable Order. Unless otherwise agreed therein, the initial Support Services procured together with the purchase of a Product start on the commencement date of the applicable warranty period (as specified in the Warranty clause).
B. Support Availability and Release Cycles. Availability of Support Services is governed by Supplier’s “End-of-Service-Life” policies, to be made available to Customer upon request. Subject to such policies, Support Services for Software apply to the current and the immediately prior release of the Software.
C. Limitations. Support Services do not cover any of the following: (i) problems that are excluded from warranty coverage according to the Warranty Limitations clause below; (ii) problems that cannot be reproduced at Supplier’s facility or via remote access to Customer’s facility; (iii) onsite activities for Equipment that is located outside of the applicable service area (unless otherwise provided in a Service Description); (iv) providing media replacement, operating supplies, cosmetic accessories or parts such as frames, and cover or support on those items; or (v) repairing damage or defects in Equipment that are purely cosmetic and do not affect device functionality.
D. Maintenance Tools and Spare Parts. Supplier may, at its discretion, store tools and spare parts used by Supplier to perform diagnostic or remedial activities in connection with Products at the Customer’s site or on Customer’s systems, and Customer agrees that such are for use only by Supplier authorized personnel and further authorizes Supplier to remove and/or disable them when no longer needed by Supplier to provide its Services.
E. Replacements. All replaced Equipment or components thereof shall be returned to Supplier and become the property of Supplier upon receipt of the replaced Equipment or components at the specified Supplier facility unless specifically agreed otherwise in an Order. If Customer does not return a replaced component or Equipment within 15 days after receipt of Supplier’s request, then Customer must pay Supplier at the then-current spare parts list price for the Equipment or portions that Customer has failed to return. If Supplier determines that a component of a defective Equipment product is “customer-replaceable”, i.e. one that is easily disconnected and reconnected, or if the Supplier determines that the Equipment should be replaced as a whole, Supplier reserves the right to send Customer a component or whole replacement Equipment for exchange.
F. Data Responsibility. Supplier shall not access or use any Customer production data stored on the Products, unless Customer has expressly authorized Supplier to do so. Unless a data deletion service is expressly ordered from Supplier, Customer is responsible for removing all information and data stored on replaced parts, or on any other items or Product before it is returned to Supplier.
G. Customer-Initiated Changes. If the Product is covered by Support Services and Customer intends: (i) to relocate Equipment to a different installation site (where applicable to the Product); (ii) to change the hardware configuration on its own; or (iii) to deny the activation or to disable remote support features of a Product, Customer shall notify Supplier in advance. Where any of such action limits Supplier’s ability to provide Support Services for the affected Product or increases the Supplier’s cost of providing Support Services, Supplier is entitled to make the continuation of Support Services dependent on Customer paying a reasonable adjustment of the ongoing fees and a reasonable charge for any re-certification services Supplier reasonably considers necessary for continued support; agreed upon proactive support capabilities, response times, or other service levels may no longer apply.
H. Support services may be provided remotely or on site by Supplier’s technicians. Once a Quote is accepted the access to the Customer’s site of the Supplier’s technicians.
I. Supplier may, at its own discretion propose to renew the Support Service by sending an invoice to the Customer or, with a previous notice, by continuing the Service Support to the Customer. It is understood that the Customer has accepted the renewal when the corresponding invoice has been paid during the term there established or if Customer continues to request or use the Support Services.
5.2. Professional Services.
A. Scope of Services. Supplier shall provide Professional Services including any Deliverables (as defined below) in accordance with the applicable Service Description, SOW or other agreed upon documentation containing the specifics of such services (“Service Specification”). Professional Services are provided as a separate and independent service even if mentioned together with the sale or licensing of Products by Supplier in the same Order. Supplier is not providing legal or regulatory advice in any Professional Services.
B. Grant of License Rights in Deliverables.
(1) “Deliverables” means any reports, analyses, scripts, code, or other work results that Supplier delivers to Customer within the framework of fulfilling obligations under a Service Specification. “Proprietary Rights” mean all patents, copyrights, trademarks, trade secrets, or other intellectual property rights of a party.
(2) Subject to Customer’s compliance with the terms of this CTS and any applicable Service Specification, Customer’s payment of applicable amounts due, and Supplier’s Proprietary Rights in any underlying intellectual property incorporated into any Deliverables or used by Supplier to perform Professional Services, Supplier grants Customer a non-exclusive, non-transferable, revocable (in case of non-payment, or any breach of this CTS or any applicable Service Specification) license to use (without the right to sublicense) the Deliverables provided by Supplier for Customer’s internal business purposes, only and solely in accordance with the applicable Service Specification and subject to this CTS. Customer may authorize its service providers to use the Deliverables, but solely on Customer’s behalf, solely for Customer’s internal business purposes, and Customer shall be responsible for service provider’s compliance with these restrictions.
(3) Supplier reserves for itself all Proprietary Rights that it has not expressly granted to Customer herein. The license granted in this Professional Services clause does not apply to: (i) any Products; or (ii) items licensed or otherwise provided under a separate CTS. Supplier is not limited in developing, using, or marketing services or products that are similar to the Deliverables or Professional Services provided hereunder, any Service Specification, or, subject to Supplier’s confidentiality obligations to Customer, in using the Deliverables or performing similar Professional Services for any other projects.
C. Customer Furnished Materials. Customer retains its Proprietary Rights in materials it furnishes to Supplier for use in connection with the performance of Professional Services. Customer grants Supplier a non-exclusive, non-transferable right, under Customer’s Proprietary Rights, to use the Customer-provided materials solely for the benefit of Customer in fulfilling Supplier’s obligations under this CTS.
D. Responsibility for Personnel. Supplier is solely responsible for personnel placement as well as for all other human resource issues (e.g. vacation) concerning its personnel. The parties are independent entities and recognize that there is no labor relationship between them and their counterpart’s employees. Supplier will indemnify Customer for any labor sentences awarding damages, costs or expenses to Supplier’s employees under these CTS, except if the origin of the labor claims is originated on the customer’s negligence or wishful misconduct.
5.3. Customer Responsibilities. In connection with Support Services or Professional Services (if applicable), at no charge to Supplier, Customer shall: (i) provide Supplier personnel with timely access to appropriate facilities, space, power, documentation, files, data, information, additional software (if needed); (ii) use skilled and authorized Customer personnel to assist and cooperate with Supplier in the provision of the Services as reasonably requested by Supplier; (iii) be responsible for physical and network security and all conditions in its business necessary for due performance of Services; (iv) allow Supplier remote and onsite access to the Products and Customer’s infrastructure environment, as required; and (v) where applicable, promptly notify Supplier when Products fail and provide Supplier with sufficient details of the failure such that the failure can be reproduced by Supplier. For Professional Services, details may be set forth in the Service Specification.
6. Education Services.
Trainings will be provided from 9am to 5 pm, at the venue appointed by Supplier or at Customer´s premises, if agreed by the parties. The credits purchased, TC´s (Training Credits), Value Package, One Year Subscriptions or any other type of educational credit, as set forth in the respective purchase order will be valid for 12 months as of the date of the invoicing of the purchase order by Supplier. Open Room sessions can be requested via email at education@emc.com and they will be delivered once the minimum quorum set by Supplier is met. Dedicated Classes (specifically set up for Customer) must be scheduled at least 45 days in advance or as expressly agreed by the parties. Any modification or cancelation of the classes already scheduled shall be requested 14 days in advance of the date in which the class is scheduled. For more information about the Education Services, please access: https://education.dellemc.com/content/emc/es-mx/home.html.
7. Invoicing; Payment Terms and Taxes.
7.1 Independent Scope. For Dell-quoted Offerings ("Dell Scope"), billing will be done exclusively by Dell, independent of EMC. In addition, payments must be made from Customer to Dell, regardless of payments due to EMC; the same reasoning should apply to all Quotes issued by EMC (“EMC Scope”). In the event that Dell and EMC jointly issue a Quote to the Customer, these CTS establish that said Quote must expressly define Dell's Scope and EMC's Scope in exact terms, for the purposes of payment and for the assignment of responsibilities, obligations and contractual rights. Each must cover its specific scope. In this sense, each Supplier, whether Dell or EMC, will be responsible for complying with its obligations regarding the delivery of its Offers in accordance with the provisions of the CTS and the corresponding Quote.
7.2. Invoicing. Supplier shall invoice the Offerings to Customer in the currency agreed in the Order. If Supplier is obligated by applicable law to collect and remit any taxes or fees, then Supplier will add the appropriate amount to Customer’s invoices as a separate line item in accordance with statutory requirements. Supplier may invoice parts of an Order separately or together in 1 invoice. All invoice terms will be deemed accurate unless Customer advises Supplier in writing of a material error within 10 days following receipt. If Customer advises Supplier of a material error, (a) any amounts corrected by Supplier in writing must be paid within 14 days of correction, and (b) all other amounts shall be paid by Customer by the due date. If Customer withholds payment because Customer believes an invoiced amount is incorrect, and Supplier concludes that the amount is accurate, Customer must pay interest on the unpaid disputed amount from the due date until Supplier’s receipt of payment. Customer may not offset, defer or deduct any invoiced amounts that Supplier determines are correct following the notification process stated above.
7.3. Payment Terms. Customer shall pay Supplier’s invoices in full and in the same currency as Supplier’s invoice within the time noted on Supplier’s invoice, or if not noted, then within 30 days after the date of the invoice, with interest accruing after the due date at the lesser of 1.5% per month or the highest lawful rate. In case of Customer’s default in payment Supplier shall, until arrangements as to payment or credit have been stablished, be entitled to: (i) cancel or suspend its performance of such Order and/or (ii) withhold performance under this CTS.
7.3.1. In the event Services are provided in milestones, Customer shall issue its acceptance in writing in each completed stage of the contractual scope, as defined in the SOW, if applicable. This acceptance shall be issued by the Customer within 5 business days from the completion of each milestone by Supplier. After this period and if Customer has not issued its acceptance in writing or has not expressly manifested on technical/operational problems and/or on irregularities, the milestone will be considered tacitly accepted. After the acceptance, the Services shall be billed by Supplier. The payment for such Services shall be made in accordance with this proposal/quote or the SOW, if applicable. The above does not prejudice the billing and Customer’s obligation to pay for the Products and/or Software, since they are not subject to acceptance.
7.4. Taxes. The charges due hereunder are exclusive of, and Customer shall pay or reimburse Supplier for all value added (VAT), sales, use, excise, withholding, personal property, goods and services and other similar taxes, governmental fees, levies, customs and duties resulting from Customer’s purchase, except for taxes based on Supplier’s net income, gross revenue, or employment obligations. If Customer qualifies for a tax exemption, Customer must provide Supplier with a valid certificate of exemption or other appropriate proof of exemption. In the event that Customer is required by law to make a withholding or deduction in respect of the price payable to Supplier, Customer shall ensure that the actual amount received by Supplier after deduction or withholding (and after payment of any additional taxes due as a consequence of such additional amount) shall equal the amount that would have been payable to Supplier if such deduction or withholding were not required.
7.5. Leasing. In the event Customer intends to enter into a leasing arrangement (“Leasing Agreement”) for the Products and/or Services offered by Supplier through a funding source pre-approved by Supplier (“FS”), Customer may issue its purchase order to Supplier or to FS. If issued to FS, Supplier will invoice FS and fulfill the order upon receipt of: (a) the written confirmation that Customer agrees with terms and conditions of the Proposal and (b) the billing authorization letter and/or a purchase order from FS. If Customer issues its purchase order to Supplier, then Supplier will require the billing authorization letter and/or a purchase order from FS in order to invoice FS.
Notwithstanding the Leasing Agreement, Customer’s use of the Products and Services is subject to the Proposal´s terms and conditions, except that Equipment title shall transfer from Supplier to FS instead of to Customer.
In case (a) FS notifies Supplier after shipment that Customer is no longer pursuing a Leasing Agreement for these items, or (b) Customer fails to enter into such Leasing Agreement and/or to sign the Acceptance Certificate, as may be applicable, within a maximum of 15 (fifteen) days after the delivery of the Products by Supplier, Customer shall promptly pay Supplier the amounts invoiced by Supplier, according to the terms and conditions of the Proposal.
Customer acknowledges that the FS interest rates have an expiration date, counted from the date FS sends its proposal to the Customer. In case the Products and/or Services have a delivery date longer than the term of the interest rate, FS may change the interest rates applied and Supplier may submit a new proposal/quote.
8. Warranty.
8.1. Equipment Warranty. Supplier warrants that Equipment, under normal usage and with regular recommended service, will be free from material defects in material and workmanship, and that Equipment will perform substantially in accordance with the corresponding standard documentation issued by Supplier for the applicable Equipment. Unless provided otherwise in a Schedule, additional terms governing the limited warranties for Equipment are found at www.dell.com/warrantyterms or in the applicable documentation or Product Notice for the specific Equipment.
8.2. Customer Resources. Supplier's entire liability for the breach of this warranty shall be for the Supplier, at its cost and option, the repair or replace the affected Equipment, excluding any type of preventive maintenance. Faced with the need for replacement parts, these may be new or reconditioned (with the same quality as new ones), in compliance with the original Product specifications. If the Supplier cannot do so within a reasonable period of time, in that case, the Supplier will reimburse the amount paid by the Customer with respect to the affected Equipment as it would have been linearly depreciated over a period of five (5) years at the time of the return of said Equipment to the Supplier.
8.3. Software Warranty. The following terms apply to the specific Software (“Warranted Software”) listed in the table located at https://www.delltechnologies.com/content/dam/digitalassets/active/en/unauth/manual-warranty-informations/h4276-emc-prod-warranty-maint-table.pdf (the “Dell EMC Product Warranty and Maintenance Table”). Supplier warrants that Warranted Software will substantially conform in all material respects to its then-current documentation during the applicable warranty period specified in the Software Warranty Table (the “Software Warranty Period”). Any breach of this warranty must be reported to Supplier during the Software Warranty Period. Customer’s sole and exclusive remedy and Supplier’s entire liability for a breach of this warranty is for Supplier, at its sole discretion, to either use commercially reasonable efforts to remedy the non-conformance or to terminate the license for the affected Software and provide a pro-rata refund of the license fees received by Supplier for such Software.
8.4. Services Warranty. Supplier will perform Services in a workmanlike manner in accordance with generally accepted industry standards. Customer must notify Supplier of any failure to so perform within 10 days after the date on which such failure first occurs. In such case, Supplier will use reasonable efforts to correct such failure within a reasonable period of time. If, after reasonable efforts, Supplier is not able to correct such deficiencies for reasons for which Supplier is responsible, then Customer may terminate the affected Services for cause by providing written notice to Supplier.
8.5. Limitations. The warranties set forth in this clause do not cover problems that arise from: (i) accident or neglect by Customer or any third party; (ii) any third party items or services with which the Product is used or other causes beyond Supplier’s control; (iii) installation, operation or use not in accordance with Supplier’s instructions and the applicable documentation; (iv) use in an environment, in a manner or for a purpose for which the Product was not designed; (v) modification, alteration or repair by anyone other than Supplier personnel or (vi) causes attributable to normal wear and tear. Supplier has no obligation for: (1) Software installed or used beyond the licensed use, or (2) Product whose original identification marks have been altered or removed. Products and Services are not fault-tolerant and are not designed or intended for use in hazardous environments requiring fail-safe performance, such as any application in which the failure of the Products or Services could lead to death, bodily injury, or physical or property damage (collectively, “High-Risk Activities”). Supplier expressly disclaims any express or implied warranty of fitness for High-Risk Activities.
8.6. Warranty Disclaimer. Other than the warranties set forth in this clause and the Schedules, and to the maximum extent permitted by applicable law, Supplier and Supplier Affiliates: (i) make no other express warranties; (ii) disclaim all implied warranties, including merchantability, fitness for a particular purpose, title and non-infringement; and (iii) disclaim any warranty arising by statute, operation of law, course of dealing or performance or usage of trade.
9. Limitation of Liability.
9.1. Limitations on Damages. The limitations, exclusions and disclaimers stated below apply to all disputes, claims or controversies (whether in contract, tort (including negligence) or otherwise) related to or arising out of the CTS or any Quote or Order (“Dispute”). The terms of this clause are agreed allocations of risk constituting part of the consideration for Supplier’s and its Affiliates’ sale of Products and Services to Customer and will apply even if there is a failure of the essential purpose of any limited remedy, and regardless of whether a party has been advised of the possibility of the liabilities.
A. Limitation on Direct Damages. Except for Customer’s obligations to pay for Offerings, Customer’s violation of the restrictions on use of Products and Services or Supplier’s or its Affiliates’ intellectual property rights, or a party’s indemnity obligation stated in the clause above titled “Indemnity”, Supplier’s (including its suppliers) and Customer’s total liability arising out of any Dispute or any matter under this CTS, is limited to the amount Customer paid to Supplier during the 12 months before the date that the matter or Dispute arose for the Product, Services or both that are the subject of the Dispute, but excluding amounts received as reimbursement of expenses or payment of taxes.
B. Disclaimer of Certain Other Damages. Except for Customer’s payment obligations and violation of Supplier’s or its Affiliates’ intellectual property rights, neither Supplier (and its suppliers) nor Customer has liability to the other for special, consequential, exemplary, punitive, incidental or indirect damages, or for lost profits, loss of revenue, loss or corruption of data, loss of use or procurement of substitute products or services.
9.2. Prevention and Mitigation. Customer is solely responsible for its data. Customer shall implement IT architecture and processes enabling Customer to prevent and mitigate damages in line with the criticality of the systems and data for Customer’s business and its data protection requirements, including a business recovery plan. In that regard, Customer shall: (i) provide for a backup process on a regular (at least daily) basis and backup relevant data before Supplier performs any remedial, upgrade or other works on Customer’s IT systems; (ii) monitor the availability and performance of its IT environment during the performance of Services; and (iii) promptly react to messages and alerts received from Supplier or through notification features of the Products and immediately report any identified issue to Supplier. To the extent that Supplier has any liability for data loss, Supplier shall only be liable for the cost of commercially reasonable and customary efforts to recover the lost data from Customer’s last available backup.
9.3. Limitation Period. Except as stated in this clause, all claims must be made within the period specified by applicable law. If the law allows the parties to specify a shorter period for bringing claims, or the law does not provide a time at all, then claims must be made within 18 months after the cause of action accrues.
10. Third Party Products.
Supplier may offer to supply Third Party Products that are provided by a third party manufacturer/supplier, e. g. under Supplier’s “Dell EMC Select” program, Supplier’s “Brokerage” program or Supplier’s Software & Peripherals (S&P) program, and may include offerings from Supplier Affiliates using different brands other than “Dell” “EMC” or “Dell EMC”. Notwithstanding any other provisions herein, such Third-Party Products are subject to the standard license, services, warranty, indemnity and support terms of the third-party manufacturer/supplier (or an applicable direct agreement between Customer and such manufacturer/supplier), to which Customer shall adhere. Even if support fees are invoiced through Supplier, such Third-Party Products are not supported by Supplier and Customer shall contact such third party directly for support. Any warranty, damages or indemnity claims against Supplier in relation to such Third-Party Products are expressly excluded. References to warranty and support information for Dell EMC Select products is currently available through //dell.com/offeringspecificterms.
11. Confidentiality.
11.1 Scope. “Confidential Information” shall mean any information, pricing, technical data or know-how furnished in connection with the scope of this CTS, whether in written, oral, electronic, website-based, or other form, by a Customer or a Customer Affiliate to Supplier or a Supplier Affiliate or vice versa and that: (i) is marked, accompanied or supported by documents clearly and conspicuously designating such documents as "confidential", “internal use” or the equivalent; (ii) is identified by the discloser as confidential before, during or promptly after the presentation or communication; or (iii) should reasonably be known by the recipient to be confidential. Confidential Information does not include information that is: (a) rightfully in the receiving party’s possession without prior obligation of confidentiality from the disclosing party; (b) a matter of public knowledge (or becomes a matter of public knowledge other than through breach of confidentiality by the other party); (c) rightfully furnished to the receiver by a third party without confidentiality restriction; or (d) independently developed by the receiver or its Affiliates without reference to the discloser’s Confidential Information.
11.2 Protection. Each party shall ensure that, where it or one of its Affiliates is the receiver of Confidential Information hereunder, the receiver shall (a) use Confidential Information of the discloser only for the purposes of exercising rights or performing obligations in connection with this CTS or any Order hereunder; and (b) protect from disclosure to any third parties any Confidential Information disclosed by the discloser, both for a period commencing upon the date of disclosure until 3 years thereafter. Subject to the terms of this Section, the foregoing obligations shall never expire in relation to technical information about a discloser’s products and services or any information about possible unreleased products or services and shall survive any termination or expiration of this CTS.
11.3. Exceptions. Notwithstanding the foregoing, either party and its Affiliates may disclose Confidential Information (1) to an Affiliate, or to a subcontractor used by Supplier to provide Services under this CTS, as long as the Affiliate or subcontractor has a need-to-know and complies with the foregoing; (2) to either party’s directors, officers, employees, and professional advisors and those of its Affiliates, and (3) if required by law or regulatory authorities provided the receiver has given the discloser prompt notice. For the purposes of this clause “Affiliates” of Supplier include other members of Dell Technologies group.
12. Term and Termination of this CTS.
The term of this CTS begins with (i) the acceptance of the respective Quote in writing, including by e-mail; (ii) the issuance of a purchase order from the Customer referring to such Quote; (iii) the acceptance or signature of Supplier or its Affiliate order forms; or (iv) through the acquisition via a reseller, whichever occurs first, and continues until the obligations contained in this CTS are met by the parties or until terminated in accordance with this clause. Either party may terminate this CTS for material breach by the other party if such other party has failed to cure the breach within a reasonable grace period of no less than 30 days as set forth by the other party in writing. Termination of this CTS will not give rise to a full and/or partial refund of the amounts relating to this CTS already paid to the Supplier until termination. In addition, termination will not relieve the Customer from making payments for Products and/or Services already provided that have not yet been charged and/or paid after termination. If the Quote contains rules and/or terms applicable for its termination that are different from this CTS, the provisions of the Quote will prevail. A termination for convenience of Services shall only be permitted if expressly agreed between the parties.
13. General.
13.1. Governing Law; Jurisdiction. The CTS and any Dispute (excluding the conflicts of law rules) is governed by the laws of the State of Texas and the federal laws of the United States for all matters involving Dell; and for all matters involving EMC, the laws of Ireland. The U.N. Convention on Contracts for the International Sale of Goods does not apply. To the extent permitted by law, the state and federal courts located in Texas will have exclusive jurisdiction for any Disputes. Customer and Supplier agree to submit to the personal jurisdiction of the state and federal courts located within Travis or Williamson County, Texas, and agree to waive any and all objections to the exercise of jurisdiction over the parties by those courts and to venue in those courts.
13.2. Trade Compliance. Customer is subject to and responsible for compliance with the export control and economic sanctions laws of the United States, the European Union and other applicable jurisdictions (collectively, “Applicable Trade Laws”). Offerings are for Customer’s own/internal use, and may not be used, sold, leased, exported, imported, re-exported, or transferred except in compliance with the Applicable Trade Laws. Customer represents and warrants that it is not the subject or target of, or located in a country or territory that is the subject or target of economic sanctions under the Applicable Trade Laws. For further information about geographical restrictions and compliance with Applicable Trade Laws, visit www.dell.com/tradecompliance.
13.3. Customer Responsibility. Customer agrees that it will obtain all necessary rights, permissions and consents associated with: (a) technology or data (including personal data) that Customer and its Affiliates provide to Supplier or its Affiliates, and (b) non-Supplier software or other components that Customer and its Affiliates direct or request that Supplier or its Affiliates use with, install, or integrate as part of the Supplier’s Offerings. Customer will defend and indemnify Supplier and its Affiliates against any third party claim resulting from a breach of the foregoing, or from Customer’s infringement or misappropriation of intellectual property rights of Supplier, its Affiliates or third parties.
13.4. U.S. Government Restricted Rights. The software and documentation provided are “commercial products” as defined in Federal Acquisition Regulation (“FAR”) Section 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as these terms are used in FAR 12.212 and Defense Federal Acquisition Regulation Supplement (“DFARS”) Section 227.7202, as applicable. Consistent with FAR 12.212 and DFARS Section 227.7202, all U.S. Government end users acquire the software and documentation with only those rights set forth herein.
13.5. Entire Agreement. This CTS, the Schedules and each Order hereunder comprise the complete statement of the CTS of the parties regarding the subject matter thereof and may be modified only by written CTS. Pre-printed terms on any Order or any term or condition on a Customer form, have no legal effect and do not modify or supplement the CTS, even if Supplier does not expressly object to those terms when accepting a Customer Order. The Schedule(s) and information which are incorporated by reference (including reference to information contained in a URL or policy) form an integral part of the CTS.
13.6. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any of its obligations (other than for the payment of fees) caused by Force Majeure. If such delay or failure lasts longer than 30 days, then the other party may immediately terminate, in whole or in part, the relevant Order by giving written notice to the delayed party. “Force Majeure” refers to circumstances beyond a party’s reasonable control including, without limitation, act of God, war, riot, civil commotion, terrorist acts, malicious damage, governmental or regulatory actions, accident, breakdown of plant or machinery, local or national emergency, explosions, fire, natural disasters, severe weather or other catastrophes, epidemics/pandemics, general import/export/customs process problems affecting supplies to Supplier or to Customer, shortages in materials, failure of a utility service or transport network, embargo, strike, lock out or other industrial dispute (whether involving Supplier’s workforce or any other party), or default of suppliers or subcontractors due to any of the preceding events.
13.7. Assignment and Subcontracting. Neither party shall assign, transfer or novate this CTS, any Order, or any right or obligation thereunder or delegate any performance without the other party’s prior written consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing: (i) Supplier may use Affiliates or other qualified subcontractors to perform it obligations hereunder, provided that the relevant party to the Order shall remain responsible for the performance thereof; and (ii) either party may assign rights to payments arising under any Order without consent of the other party.
13.8. Independent Contractors. The parties are independent contractors for all purposes under this CTS and cannot obligate any other party without prior written approval. The parties do not intend anything in this CTS to allow any party to act as an agent or representative of a party, or the parties to act as joint venturers or partners for any purpose. No party is responsible for the acts or omissions of any other.
13.9. Third Party Rights. There are no third-party beneficiaries to this CTS or any Order under any laws.
13.10. Succession. The group of companies that Dell and EMC are part of, have engaged globally in an acquisition transaction. Therefore, Dell and EMC could adopt all legal and operational proceedings and measures necessary to conclude a merger operation that will result in one operating company within a specific territory. In case these corporate operations are concluded, then: (a) this CTS and the respective Quotes in force will automatically be transferred to the successor company, which will honor all the obligations undertaken by the merged company automatically and without interruption; and (b) Customer agrees to comply with its contractual obligations, including payment obligations, before the surviving entity.
13.11. Restrictions on Advertising. Through these CTS, the parties acknowledge that, unless previously agreed to in writing by the other party, it is expressly prohibited to use of any logo, trademark, trade name, signs or insignia of the another party and its Affiliates in any documents, tools or systems, as well as in advertising and/or promotional materials, during and after the term of this CTS.
13.12. Waiver and Severability. Failure to enforce a provision of this CTS will not constitute a waiver of that or any other provision of this CTS. If any part of this CTS or an Order is held unenforceable, the validity of the remaining provisions shall not be affected.
13.13. Notices. All notices and other required communications must be in writing, in the English language, and will be transmitted to the addresses shown on the first page of this CTS, either by: (i) personal delivery deemed accepted at time of delivery with written verification; (ii) internationally recognized overnight delivery courier with verification of receipt; (iii) registered or certified mail, postage prepaid first-class mail with return receipt requested; or (iv) email with confirmed receipt. All such notices will be effective upon receipt.
13.14. Rules regarding ticket purchases to Dell Technologies events. If applicable to this CTS, by acquiring tickets to any Dell Technologies Group event, Customer may appoint certain personnel or employee(s) in the exact number of the quantity of tickets purchased. The ticket does not include expenses such as flight tickets, accommodations, meals, transportation, insurance and other related expenses, being limited to the event entrance. Customer must confirm its participation in the event and register its employee(s) or representative(s) that Will attend the event 30 days before the date of the event, otherwise Customer might lose the ticket(s).
Commercial Terms of Sale
Revision Date: February 26, 2024.