Purchases of Dell products, software and/or services are governed by the following terms and conditions; which you previously approved and supersede all prior understandings or agreements between you and Dell
 
If you are a Consumer Customer, i.e. you buy the Products either for your own use or for your family or social use, the following General Terms and Conditions of Sale for Consumers and End-Users will apply.
 
General Terms and Conditions of Sale for Consumers and End-Users

1. Documents.
 
"You" or "Customer" means the individual or legal entity that buys or uses the Products.
 
"Consumer" means the individual or legal entity that buys the Products for its own use, or for family or social use.
 
"Dell" or "we" means Dell Puerto Rico Corp., or any of its affiliates which name appears on the invoice, domiciled at the address indicated on the invoice and, where relevant, the Service Provider.
 
"Order Confirmation" means the document used by Dell upon acceptance of an order.

"Price" means the price indicated on the Order Confirmation.
 
"Product" means the good or service described on the Order Confirmation, which may include Third Party Products and Service Offerings.
 
"Service Offerings" means the detailed description of services as described on the Order Confirmation and Dell service documents.
 
"Service Provider" means Dell or specialists authorized by Dell to provide services.
 
"Third Party Products" means the products described on the Order Confirmation that are not manufactured by Dell or do not carry the Dell brand.
 
"Software" means computer programs, including operating systems or computer applications.
 
2. Scope of Application. These General Terms and Conditions of Sale shall apply to each and every sale of Products made by Dell in or for the territory of Puerto Rico that are in any way described, mentioned, promoted or listed in Dell's brochures, advertisements, price lists, announcements, estimates, on the Internet or verbally. Any other terms and conditions intended to supersede these General Terms and Conditions shall not be valid. By placing an order, the Customer expressly accepts these General Terms and Conditions of Sale.
 
3. Order. Orders shall be accepted in writing, by electronic mail, telephone or fax, and shall only become binding upon Dell's acceptance thereof by means of its issuing an Order Confirmation by any of the aforementioned means of communication. The Customer must check the Order Confirmation and immediately report any error to Dell in writing; otherwise, the Product description appearing on the Order Confirmation shall become part of this contract and shall be binding upon the parties.
 
4. Price and Payment Terms. Estimates and/or offers shall only be valid if made in writing and for the period specified therein. If such period is not stated, the period shall be 30 days. Dell reserves the right to provide a Product other than those requested (including a Third Party Product) at any time, but warrants that the purpose for which it was designed and its operation shall be equal to the purpose and function of the Product requested. In these cases, the price included in the estimate shall remain valid. The Product's price and the terms and conditions of payment shall be included on the Order Confirmation. The Price does not include tax, shipping expenses, insurance and installation, unless explicitly stated otherwise. Payment shall be made upon placing an order and shall be received by Dell prior to issuing the Order Confirmation, except otherwise provided on the Order Confirmation. In the event of a delay in the payment (default), the expenses arising from the recovery, collection and restitution of the Products shall be charged, and a legal default interest on the amount due for each delayed day shall be applied pursuant to the provisions in force in Puerto Rico as from the due date until the date of the total effective payment. Dell reserves the right to request prior approval of credit or debit cards and/or bank certification of checks given as payment before initiating the production procedure and Product delivery.
 
5. Delivery/Title/Risk. Delivery shall be made within the time period indicated on the Order Confirmation. Deliveries may be made in installments. The delivery place shall be the one stipulated on the Confirmation Order. The Customer is not allowed to sell or place a lien on the Product until the Price is fully paid. The Customer shall be liable for any damages arising from the unjustified rejection of delivery and failure to make partial or full payment. Any loss or damage caused during the shipment of the Product shall be borne by Dell in the event Dell had chosen the carrier; otherwise, the Customer shall bear the costs arising from such loss or damage.

6. Acceptance and Return. The Customer shall inspect the Product immediately upon delivery, or if applicable, within the term stipulated for inspection or rejection. Once this term has lapsed, the Customer shall be considered to have accepted the Product. In the event of damaged or incorrect Products, the Customer is entitled to return the Product, to which end the Customer shall first contact Dell and obtain the relevant authorization number for returning or replacing the Product. The Customer shall return the Product in its original condition with packaging, return note and proof of purchase. The Customer shall be responsible for the costs of return, unless the Product is subject to return under the terms of the Product's warranty included in the package.

7. Warranties. Warranties are included in the policy Dell provides with the Product(s), which in turn, may be found in the document titled "Information on Warranty and Technical Support" referred to in article 8 herein, and shall be governed by the provisions set forth in this document, except for the following: Dell warrants that the Product is free of defects for the period indicated in the documentation Dell provides with the Product(s). In the cases of spare parts or pieces, the warranty term shall be the one specified in the warranty policy and shall not exceed in any case the term of 6 months as from the Product installation. If, during this warranty period, the Customer informs Dell that the Product is defective, Dell shall repair or replace the Product with a product of the same model or with a product equivalent in terms of aspect and operation, within a reasonable time. After the expiration of the legal warranty term provided by the laws in Puerto Rico, repairs may be done using new, equivalent to new or refurbished parts or products, which will be equivalent in functionality to the part replaced. The Customer shall allow Dell, at its discretion, to examine the Product at the place where it is located or on Dell's premises. Dell is the owner of the defective parts it replaces or exchanges and has the right to charge the Customer if these parts are not returned to Dell. Dell shall neither warrant nor be liable for:
  1. Any damage caused by incorrect installation, use, modification or repair by any unauthorized third party or by the Customer;
  2. Any damage caused by any external party or event;
  3. The suitability of the Product for any particular purpose or specific use;
  4. Third Party Products and Software specified by the Customer; the warranty for which the Customer shall receive directly from the manufacturer or licensor;
  5. Any instructions provided by the Customer and followed by Dell; and
  6. Operation without interruptions and errors. Dell's liability for any violation of this warranty, its service commitments, or any other concept, under no circumstances shall exceed the Product Price set forth on the Order Confirmation.
All Products are provided on an "as-is" basis. Dell's warranty is provided in lieu of all implied warranties which are excluded to the extent permitted by law.

8. Services and Support. Where applicable, Service shall be provided by Dell or a Service Provider and may vary depending on the Product. Response times are estimated and may vary depending on the Product's location or accessibility. Services may be provided by telephone or Internet where appropriate. If agreed and stated on the Order Confirmation, the Service Offering may include advice, installation, removal and/or consulting. Unless expressly stated on the Order Confirmation or unless the Customer acquires services supplementary to the 12-month basic warranty mentioned in the document titled "Information on Warranty and Technical Support" (hereinafter, "Basic Warranty"), which the Customer may find by visiting
www.dell.com.pr/servicios, the Basic Warranty service shall not include: items not covered by the warranty; changes in the configuration; preventive maintenance; consumables; diskettes; compact disks (CDs); work that Dell considers to be unnecessary; electrical environment; data or Software transfers; and solutions to problems caused by viruses, among others. Third Party Products shall be repaired according to their manufacturer's or licensor's warranty. The Customer shall be responsible for making "back up" copies of the information, software and programs contained in the Product before Dell starts providing services or support, even in the event of telephone support. Neither Dell nor the Service Provider shall copy or administer any illegally obtained materials or materials prohibited by the laws in force or materials regarding which the Customer is not licensed to use.

9. Limitation of Liability. Dell's liability for any damage caused by or related to this contract, independent of the type of legal or out-of-court action to determine liability, whether contractual or otherwise, due to negligence, fraud, bad faith or breach of warranties, shall always be limited and must not under any circumstances exceed the total consideration paid by the Customer to Dell for the order in question, excluding taxes and expenses. Under no circumstances shall any compensation to be borne by Dell include any amount due for loss of profit, revenue or savings, or any incidental, indirect, special, punitive or consequential damages, including those related to Third Parties when a prior notice thereof may have been made nor shall Dell be responsible therefor. Neither party shall file any claim or cause of action, or submit a request for arbitration or mediation, in relation to an event or events which had occurred more than one year as from the date the complaint is filed or the arbitration or mediation is requested. Dell shall not assume responsibility for: 1) any indirect or incidental damage; 2) loss of business, salary, revenue or savings; 3) any damage remedied by Dell within a reasonable period; 4) losses that may have been avoided through reasonable conduct, including backing up data and following Dell's general recommendations; and 5) items not covered by the warranty or cases of force majeure.

10. Intellectual Property. Dell shall indemnify the Customer for all costs and liabilities arising from claims for use of the Product that infringes on any third party's intellectual or industrial property rights. In this event, Dell may exchange or modify the Product or refund the Price paid. The Customer shall indemnify Dell for any liability arising from the intellectual or industrial property rights owned by the Customer and/or integrated into the Product. Dell reserves the right to initiate legal actions and to settle or resolve disputes, at its discretion, in the event of a third-party claim based on intellectual-property rights. Dell reserves all intellectual and industrial property rights to the Product where applicable. The Customer shall immediately notify Dell of all cases of infringement or unauthorized use of the Product or of its intellectual or industrial property.

11. Third Party Products and Software. All Third Party Products and Software not belonging to Dell are supplied under license and warranty of the licensor/manufacturer. Dell shall include the Software license that the Customer requests with the Product when necessary. The Customer is bound by the terms of that license. The Software which is included in the Product or distributed for such Product, where there is no license agreement between the Customer and the Software's manufacturer or owner, shall be governed by Dell's software license agreement included in the Basic Warranty document referred to in article 8 by which the Customer agrees to be bound.

12. Export Control. The Product may include technology and Software subject to the export control laws and regulations of the United States and may also be subject to the export laws and regulations of the country in which the products are manufactured and/or received, by which the Customer agrees to be bound. The Product shall not be sold, leased or otherwise transferred to restricted countries or end-users or to end-users engaged in activities related to weapons of mass destruction, the use of nuclear, chemical or biological weapons, or genocide-related activities. Restrictions in the U.S. often vary depending on the Product. Therefore, the Customer shall refer to current regulations in the U.S.

13. Act of God or Force Majeure. Dell shall assume no liability for delays (including delivery or services) caused by circumstances beyond its reasonable control, including without limitation, strikes; problems with transport, supply or production; fluctuations in exchange rates; sovereign acts; and natural disasters. In such event, Dell shall have the right to an extension to complete its performance. Should the cause originating the delay last more than two months, this contract may be terminated by either party, without the right to compensation.

14. Confidentiality. The parties shall handle any information sent by the other party which is considered as "confidential" or which may reasonably be deemed confidential in the same fashion the parties handle their own confidential information.

15. Termination. Dell may cancel the purchase order upon sending a prior written notice if 1) the Price is not paid on the due date, to which end the parties hereby expressly agree that failure to pay, either in whole or in part, shall result in the termination of the agreement by operation of law; 2) The Customer fails to comply with any of the obligations undertaken herein; or 3) The Customer fails to abide by the regulations on export control. Dell is entitled to demand the fulfillment of your obligation related to the payment of the price and to file for damages.

16. Obligations of Customer. The Customer shall be responsible for:
  1. its own choice of Product and its suitability for a specific purpose;
  2. its telephone and mailing costs to contact Dell, if applicable;
  3. the relevant licenses and authorizations.
The Customer shall provide sufficient information, cooperation, assistance and access to allow Dell to meet its obligations under the contract; otherwise, Dell shall be released from its obligations. The Customer shall be responsible for making backup copies, maintaining confidentiality of data contained in the Product, and fulfilling any other legal requirement.

17. Data Protection. The Customer's personal data shall be treated in accordance with applicable data-protection laws, for which the Customer provides its express consent. The Customer may ask Dell not to use its data for direct marketing. The Customer may exercise its right to access, rectify and cancel said data by means of written communication to Dell.

18. Consumer Rights. In the event the Customer is a Consumer, no provision contained herein shall in any way affect the public-policy regulations governing consumer rights.

19. Jurisdiction. This document shall be governed by the laws of Texas, United States of America, and no dispute resolution law shall apply hereto. Any controversy shall be submitted before a Court of First Instance in and for the city of San Juan, Commonwealth of Puerto Rico, unless Dell had specified otherwise in writing. Both Dell and the Customer expressly waive their right to submit controversies before any other venue that may correspond on account of the parties' current or future address.

20. Miscellaneous. In the event any provision herein shall be rendered invalid or unenforceable by a competent Court, the remainder shall not be affected. Dell is entitled to subcontract any of its obligations to third parties without the Customer's approval. The Customer shall not assign any right or obligation to any third party without the prior and written consent by Dell. Dell is entitled to assign any right or obligation to any branch office, headquarter, or third party on account of any business reason. Notices shall be made in writing (either by hand, e-mail, fax or certified mail) and sent to the other party's legal representative.

21. Information. The Customer may find updates and information regarding Dell and its policies at
www.dell.com.pr.

22. Dell may amend these General Terms and Conditions of Sale at any time and without the need of any prior notice. Upon publication by Dell of the new version of said General Terms and Conditions of Sale at
www.dell.com.pr such Terms and Conditions shall be valid and applicable to all transactions carried out following said amendment.

23. If you wish to know about our Program on Management of Flat Rechargeable Batteries for Dell products, please visit
www.dell.com.pr

Contact information: Customer Service: 1-877-537-3355 - Technical Support: 1-866-390-4695