Reference Guide

Internal Use - Confidential
(“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 Dell Inc. or Dell Inc.’s direct or indirect
subsidiaries (“Affiliates”).
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 2.1, 3, and 6 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