Reference Guide

Internal Use - Confidential
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.
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, 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.
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.
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