Dell Professional Services Agreement

4.3 Order contracts. Your purchases of Dell Technologies products or services for resale to OEM customers are subject to the oEM dealer partner agreement (or a substantially similar OEM resale partnership agreement covering OEM activities) that you have with Dell Technologies, which specifically applies to products and services purchased for resale and OEM activities to OEM customers (the “order contract”). If you and Dell Technologies do not have a specific ordering contract for products or services, you must execute an ordering agreement with Dell Technologies in order to purchase such products and services for resale to OEM customers. If the order agreement does not contain conditions as comprehensive as the terms of compliance or this section 4, the order agreement is supplemented by the terms of compliance or this section 4. Purchases of Dell Technologies can only be returned under the conditions permitted by the Dell Technologies Partnership Program return guidelines that are provided here, and these returns are subject to the directive. 13.10 Full agreement. This agreement (including the terms and conditions of sale, specific terms and conditions applicable to partners and all documents, terms and conditions (as may be amended) constitutes the entire agreement between Partner and Dell Technologies regarding the program, including sub-programs, discounts, incentives and marketing programs. The partner expressly disclaims any confidence in Dell Technologies` statements or assurances that are not included in this Contract or in the previous conduct of Dell Technologies. 1.2 Indirect purchases. You only purchase products and services for resale through a distributor, unless you are expressly authorized in writing by Dell Technologies to purchase products and services directly from Dell Technologies.

If you purchase products and services from a resale distributor, you agree that the terms of an existing reseller agreement, a value-added agreement or a substantially similar resale agreement, which you have with Dell Technologies authorize you to purchase Dell products on resale (“reseller agreement”), except for the final price conditions. billing, payment, ordering, shipping. , cancellations and returns are as agreed between you and the distributor, and the terms that correspond to these issues in the retailer`s terms of sale do not apply between you and Dell Technologies. 4.5 Compliance. You agree that you have appropriate controls and systems and that you are fully responsible for the transactions of all third parties who assist you, who benefit from them or who receive goods or services from you or that are provided to you, and that you are responsible for the transaction verification and the guarantee that they receive them or receive them from you. For any agreement you enter into or maintain directly or indirectly with third parties for the resale or sale of products or services to an end-user, you must include in a written agreement with that third party conditions as complete as the terms of compliance and ask that third party to recognize and accept that Dell Technologies is a third party benefiting from the agreement and that Dell Technologies may apply the terms of compliance compliance directly against these third parties or through you. 1.3 Direct purchases. Your purchase of Dell Technologies products and services for resale is subject to your written reseller agreement, the added value reseller agreement, the channel partner reseller agreement or an essentially similar resale contract signed with Dell Technologies, as it expressly applies to the purchase of these products and services (“order contract”). If the order agreement does not contain conditions as comprehensive as the terms of compliance or this section 1, the order agreement is supplemented by the terms of compliance and this section 1.