Dell Commercial Terms of Sale
This document outlines the commercial terms of sale for Dell products and services. It covers various aspects of the sales agreement between Dell (the "Supplier") and the customer (the "Customer").
1. Scope
These Commercial Terms of Sale apply to customers purchasing offerings for business purposes or as a public sector entity. The terms may be supplemented by specific terms for particular offerings, which can be found at www.dell.com/offeringspecificterms.
2. Quotes and Orders
Quotes are valid until the expiration date unless otherwise agreed. Dell reserves the right to modify products before shipment or order fulfillment. In case of discrepancies, the order of precedence is: specific order terms, offering-specific terms, relevant local agreements, and these Commercial Terms of Sale.
3. Shipping, Risk of Loss, Title, Acceptance, and Costs
Deliveries are prepared by Dell and shipped via Dell's designated carrier. Risk of loss and title to hardware transfer to the customer upon delivery. Acceptance of offerings is deemed upon delivery, though customers retain rights under the warranty section.
4. Software Licenses
Customer's right to use software is governed by the applicable End User License Agreement (EULA), typically found at www.dell.com/eula.
5. Services and Subscriptions
Dell provides services and subscriptions as per the agreement, service descriptions, or statements of work. Support services commence with the product's warranty period unless otherwise agreed. Professional services may be provided separately.
5.1. Support Services
Support services are subject to Dell's support policies, available at www.dell.com/support. Support services exclude issues not reproducible by Dell, problems outside the scope of the service, media replacement, cosmetic repairs, or damage not affecting device functionality.
5.2. License Grant for Service Deliverables
Dell grants customers a non-exclusive, non-transferable license to use service deliverables (reports, analyses, scripts, etc.) for their internal business purposes. Dell retains all intellectual property rights not expressly granted.
5.3. Customer's Intellectual Property
Customers grant Dell a non-exclusive, non-transferable license to use customer-provided materials for the purpose of fulfilling Dell's obligations under these terms.
5.4. Personnel Responsibility
Dell is solely responsible for its personnel and related employment matters.
5.5. Customer Cooperation
Customers must provide Dell with access to facilities, data, and necessary information for service delivery. Customers are responsible for maintaining a secure IT environment and promptly reporting any issues.
6. Payment Terms, Taxes
Payment is due within 30 days of the invoice date. Prices do not include taxes, which are the responsibility of the customer. Customers must provide valid tax exemption certificates if applicable.
7. Warranties
Dell warrants that hardware will be free from material and manufacturing defects and will substantially perform according to its standard description. Software is warranted to substantially conform to its applicable standard description. Remedies for breach of warranty include repair, replacement, or refund.
7.1. Product Warranty
Hardware is warranted against material and manufacturing defects. Software is warranted to substantially conform to its standard description.
7.2. Service Warranty
Dell warrants that services will be performed in a professional manner. Customers must notify Dell of any defects within 10 days of discovery.
7.3. Subscription Warranty
Dell warrants that subscriptions will be substantially provided as per the subscription terms. Remedies for non-conformance include correction or a prorated refund.
7.4. Disclaimers
Warranties do not cover issues arising from misuse, accident, unauthorized modifications, or use in hazardous environments. Dell does not warrant that software will operate without interruption or error.
7.5. Exclusive Remedy and Warranty Disclaimer
The remedies provided herein are the customer's sole and exclusive remedies. All other warranties, express or implied, are disclaimed to the extent permitted by law.
8. Limitation of Liability
Liability is limited to direct damages and is capped at the amount paid by the customer for the relevant product, subscription, or service, or $5,000 USD, whichever is higher, in the preceding 12 months.
8.1. Exclusions
Certain liabilities are excluded, including gross negligence, willful misconduct, criminal acts, breach of intellectual property rights, and failure to pay.
8.2. Data and Mitigation Responsibility
Each party is responsible for its data and mitigation of damages. Customers must implement IT architecture and processes to prevent and mitigate risks, including regular data backups.
8.3. Affiliate Protection
The disclaimers in this section also apply to Dell's affiliates.
8.4. Time Limitation
Claims must be brought within the period specified by applicable law, or within 18 months of the occurrence of the cause of action if no such period is specified.
9. Third-Party Offerings
Third-party offerings are subject to their own terms, licenses, services, warranties, and disclaimers. Customers must contact the third party directly for support or issues related to these offerings.
10. Confidentiality
Confidential information must be protected and used only for the purposes of this agreement. The obligation of confidentiality extends for three years from the date of disclosure, or indefinitely for technical information and pre-release products.
10.1. Definition of Confidential Information
Confidential information is defined as non-public information clearly marked as confidential, or information that a reasonable person would understand to be confidential.
10.2. Use and Protection of Confidential Information
Parties must use confidential information solely for the purposes of the agreement and protect it from unauthorized disclosure.
10.3. Permitted Disclosures
Confidential information may be disclosed to affiliates, subcontractors, or as required by law, provided proper notice is given.
11. Data Privacy
Both parties must comply with all applicable data protection laws and regulations regarding the processing of personal data.
11.1. Compliance with Data Protection Laws
Parties agree to comply with all relevant data protection laws.
11.2. Personal Data Processing
Dell may process personal data as a controller or processor, in accordance with its privacy policy and data processing schedules.
11.3. Customer Obligations
Customers must take reasonable steps to prevent unauthorized access to personal data and obtain necessary consents before disclosing personal data to Dell.
12. General Provisions
These terms cover various general aspects of the sales agreement.
12.1. Survival of Obligations
Termination of services or subscriptions does not affect the customer's obligation to pay for accepted orders.
12.2. Governing Law and Jurisdiction
These terms are governed by the laws of the Republic of Korea. The Seoul Central District Court has exclusive jurisdiction over any disputes.
12.3. Trade Compliance
Customers must comply with U.S. and EU export control and economic sanctions laws. Dell is not liable for any non-compliance.
12.4. Customer Responsibilities
Customers are responsible for obtaining necessary rights and consents for any technology or data provided to Dell.
12.5. Entire Agreement
These terms, along with any appendices and order-specific terms, constitute the entire agreement between the parties.
12.6. Force Majeure
Neither party is liable for delays or failures caused by force majeure events. If a force majeure event continues for over 30 days, either party may terminate the affected order.
12.7. Assignment
Neither party may assign or transfer their rights or obligations without the other party's written consent.
12.8. Waiver, Severability
Failure to enforce any provision does not constitute a waiver of that provision. If any part of these terms is found unenforceable, the remainder will still be valid.
12.9. Notices
All notices must be in writing and sent to the addresses specified in the quote or order.
12.10. Independent Contractors
The parties are independent contractors and this agreement does not create a partnership or joint venture.
12.11. Third-Party Rights
No third-party beneficiaries are intended by these terms.
