Terms and Conditions of Sale

THESE TERMS AND CONDITIONS ARE TO BE READ TOGETHER WITH THE APPLICABLE DFS, QUOTE OR INVOICE AND DFS'S WARRANTY

The following terms and conditions govern the sale by Dell Financial Services Canada ("DFS"), a Canadian corporation, to Customer of computer systems and/or related products and services (the "Products") in Canada. By accepting delivery of the Products described on a DFS Quote or invoice, Customer agrees to be bound by and accepts these terms and conditions and the applicable terms and conditions in DFS's Warranty. You may obtain a copy from DFS's Web Site at www.dfsdirect.ca or by calling DFS.

Other Documents. These terms and conditions and the terms and conditions may not be altered, supplemented, or amended by the use of a Customer purchase order or similar Customer document. Any attempt by Customer to alter, supplement or amend the Terms or to enter into an order for Product(s) that is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both Customer and DFS. DFS may change the Terms as they relate to future sales or deliveries at any time without prior notice.

Governing Law. The Terms and all related transactions will be governed by the laws of the Province of Ontario and the applicable laws of Canada. The parties hereby agree to the non-exclusive jurisdiction of the courts of the Province of Ontario.

Payment Terms; Orders; Quotes; Interest. Credit terms are within DFS's sole discretion, and unless otherwise specified in DFS's invoice, payment must be received by DFS prior to DFS's acceptance of an order. Payment for the Products will be made by credit card, wire transfer, or some other pre-arranged payment method. If credit terms have been agreed to by DFS, invoices are due and payable within thirty (30) days after the date of the invoice. DFS may invoice parts of an order separately. Orders are not binding upon DFS until accepted by DFS. Any Quotes given by DFS will only be valid for the period stated on the Quote. Customer agrees to pay interest on all amounts past due at a rate of 1.5% per month (19.56% per year).

Shipping Charges; Taxes. Separate charges for shipping and handling will be shown on DFS's invoice(s). Unless Customer provides DFS with a valid and correct tax exemption certificate applicable to the product ship-to location prior to DFS's acceptance of the order, the Customer is responsible for goods and services tax, sales and all other taxes associated with the order, however designated, except taxes on DFS's net income. If applicable, a separate charge for taxes will be shown on DFS's invoice.

Title. Title to Products passes from DFS to Customer on shipment from DFS's refurbishment location. Title to software shall remain with the applicable licensor(s) and all software is subject to the applicable license agreement accompanying the Products. Customer agrees that it will be bound by each such license agreement once its package is opened or its seal is broken. Ship dates are estimates only. DFS is not liable for delays in shipment or failure to ship by the estimated ship date.

Warranties. THE LIMITED WARRANTIES APPLICABLE TO DELL-BRANDED PRODUCTS. DFS MAKES NO EXPRESS WARRANTIES OR CONDITIONS EXCEPT THOSE IN DFS'S APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE. ANY SUCH WARRANTY WILL BE EFFECTIVE, AND DFS WILL BE OBLIGATED TO HONOUR ANY SUCH WARRANTY, ONLY UPON DFS'S RECEIPT OF PAYMENT IN FULL FOR THE ITEM TO BE WARRANTED.DFS DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, IN RESPECT OF THE PRODUCTS AND SERVICES CONTEMPLATED BY THE TERMS INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DFS'S RESPONSIBILITY FOR CLAIMS IN RESPECT OF THE PRODUCTS AND SERVICES CONTEMPLATED BY THE TERMS IS LIMITED TO REPAIR, REPLACEMENT AND ANY OTHER APPLICABLE REMEDIES EXPRESSLY SET FORTH IN EFFECT ON THE DATE OF THE INVOICE. WITHOUT LIMITING THE GENERALITY OF THE ABOVE DISCLAIMERS, DFS DOES NOT WARRANT ANY SOFTWARE UNDER THE TERMS. WARRANTIES, IF ANY, FOR SOFTWARE ARE CONTAINED IN THE APPLICABLE LICENSE AGREEMENT WHICH ACCOMPANIES THE PRODUCTS. DFS RESERVES THE RIGHT TO CHANGE ITS WARRANTIES AT ANY TIME, IN ITS SOLE DISCRETION WITHOUT PRIOR NOTICE WITH RESPECT TO FUTURE SALES AND DELIVERIES. SOME PROVINCES DO NOT PERMIT THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY OR CONDITION LASTS IN CONSUMER TRANSACTIONS. THEREFORE THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU.

Exchanges. From time to time, DFS may, in its sole discretion, exchange Products or portions of a Product. Any exchanges will be made in accordance with DFS's exchange policies in effect on the date of the exchange.

Products. DFS's policy is one of on-going product update and revision. DFS may revise and discontinue Products at any time without prior notice. DFS will ship Products that have the functionality and performance of the Products ordered but Customer agrees that changes between what is shipped and what is described in a specification sheet or catalogue can occur. Spare parts may be new or reconditioned.

Limitation of Liability. DFS DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH IN THE TERMS INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE OR ANY LIABILITY FOR ANY DFSWARE. DFS WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER LOSS OR DAMAGE RELATING IN ANY WAY TO PRODUCTS OR SERVICES, WHETHER DIRECT OR CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE CAUSES OR CIRCUMSTANCES GIVING RISE TO SUCH LOSS, DAMAGE OR LIABILITY, EVEN IF SUCH LOSS, OR DAMAGE OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS OR BREACH OF CONTRACT INCLUDING, WITHOUT LIMITATION, FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM.

Service and Support. Service and support offerings may vary from Product to Product. Services and support are described in and are subject to the applicable provisions of the invoice.

Exports. The Customer acknowledges that the Products licensed or sold hereunder are subject to, and Customer agrees to comply with the export control laws and regulations of Canada and the United States.

Entire Agreement. Customer agrees that the Terms and any document incorporated by reference or referred to herein constitute the entire agreement between Customer and DFS pertaining to the subject matter of the Terms and supersedes, terminates and otherwise renders null and void any and all prior agreements, understandings, negotiations, contracts, proposals or requests for proposals, whether written or oral, between Customer and DFS. In the event of a conflict between these terms and conditions of sale, these terms and conditions of sale shall govern.

Severability. The invalidity or unenforceability of any provision of the Terms or any part thereof shall not affect the validity or enforceability of any other provision thereof and any such invalid or unenforceable provision or part shall be deemed to be severable.

Headings. The section headings used herein are for convenience of reference only and do not form a part of the Terms and no construction or inference shall be derived there from.

Force Majeure. DFS shall not be liable for any delay or failure in performance caused by circumstances beyond its reasonable control.