Consumer Terms and Conditions of Sale (Canada) – March 2014

Dell Canada Inc. - 155 Gordon Baker Road, Suite 501, North York, ON, M2H3N5

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS
LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.

NOTE: These Canadian Terms and Conditions of Sale apply to direct purchases made by consumers (i.e. for home use) from Dell Canada Inc. ("Dell") by phone, the Internet, or through any other means in which Dell sells direct to consumer customers.

NOTICE TO COMMERCIAL CUSTOMERS: Purchases of Dell products, software and services by commercial customers (including Small, Medium and Large Business and Government and Public sector customers) are pursuant to Dell's Canadian Commercial Terms of Sale, which is available at www.Dell.ca/Terms and for such customers, is deemed to be incorporated by reference in its entirety herein.

These terms and conditions ("Agreement") apply to your purchase of and your placement of an order for products, services and support ("Product") sold in Canada by Dell. By placing your order for Product, you accept and are bound to the terms and conditions of this Agreement. If you do not wish to be subject to these terms and conditions, you must promptly cancel your order before it enters production (after which it becomes non-cancellable). If you return your purchase within 30 days of the invoice date, Dell will refund your purchase price minus shipping, handling, and up to a 15% restocking fee. You may also be responsible for the cost of the return shipping back to Dell. THIS AGREEMENT SHALL APPLY TO ALL PURCHASES UNLESS OTHER DELL TERMS AND CONDITIONS APPLY TO THE TRANSACTION.

Dell is not responsible for pricing, typographical, or other errors (including on Dell's website or in print advertising) and reserves the right to cancel any orders that you place for any reason (including as a result of such errors). Orders are not binding on Dell until the Product is shipped by Dell or is otherwise accepted by Dell. Any quotations given by Dell will be valid for the period stated on the quotation.

1. Other Documents. Unless another document clearly indicates that it governs the purchase or use of a Product, this Agreement may NOT be altered, supplemented, or amended by the use of any other document(s) unless otherwise agreed to in a written agreement signed by both you and Dell. If you do not receive an invoice or acknowledgement in the mail, via e-mail, or with your Product, information about your purchase may be obtained at My Order Status on www.dell.ca or by contacting your sales representative.

2. Payment Terms; Orders; Quotes; Interest. Unless otherwise agreed to by Dell, payment must be received by Dell prior to Dell's acceptance of an order. Payment for the Product must be made by Dell supported credit card, or payment service, or some other prearranged payment method unless credit terms are extended to you. If credit terms have been agreed to by Dell, all invoices are due and payable within thirty (30) days after the date of the invoice. Dell may invoice parts of an order separately. If you are financing your purchase of Product and have been approved by Dell's financing provider, you may be asked to consent to or sign an additional financing agreement directly with such financing services provider that will set out applicable financing terms.

3. Shipping Charges; Taxes; Title; Risk of Loss. Shipping, handling, sales tax and environmental disposal fees are additional and will be shown on the invoice. Where advertised, shipping may also be provided by Dell at no additional charge. However, Additional shipping fees may apply if you are ordering Product to remote locations within Canada. Dell's systems cannot instantly calculate such remote shipping charges so Dell will contact you after you place an order to notify you of any such additional shipping charges at which point, you may choose to accept such charges or cancel the order. Estimated shipping dates can be found at My Order Status on www.dell.ca. Shipping dates are estimates only. Dell is not responsible for delays resulting from circumstances or causes beyond Dell's reasonable control. Dell's standard method of shipment is by ground shipment. Title to Product will pass from Dell to customer on shipment from Dell's facility. You must notify Dell within 21 days of the date of your invoice or acknowledgement if you believe any part of your purchase is missing, wrong or damaged.

4. Warranties. Dell's limited hardware warranty covers defects in materials and workmanship in Dellbranded hardware Products that you purchase. The duration of the warranty offered by Dell is typically one year unless you have chosen a longer or upgraded warranty, or you are informed that the warranty will be shorter, in which case, such longer or shorter period will be reflected in the invoice. If your invoice lists a longer term, the laptop battery that accompanies your system will be limited to one year. ADDITIONAL DETAILS ON THE LIMITED WARRANTIES APPLICABLE TO DELL-BRANDED HARDWARE PRODUCT CAN BE FOUND AT WWW.DELL.CA/WARRANTY OR IN THE DOCUMENTATION DELL PROVIDES WITH DELL-BRANDED PRODUCTS. DELL PROVIDES NO OTHER PRODUCT WARRANTIES AND NO WARRANTIES WHATSOEVER FOR SOFTWARE, SERVICE, MAINTENANCE OR SUPPORT. UNLESS PROHIBITED BY LAW, DELL WILL NOT PROVIDE SERVICE UNDER A WARRANTY IF IT HAS NOT RECEIVED PAYMENT IN FULL.

ALL WARRANTIES FOR THIRD-PARTY OR NON-DELL BRANDED PRODUCTS (INCLUDING SERVICES, MAINTENANCE AND SUPPORT) ARE PROVIDED BY THE ORIGINAL MANUFACTURER OR SUPPLIER, OR A THIRD PARTY EXTENDED WARRANTY SUPPLIER AND NOT BY DELL. IF YOU PURCHASE THIRD-PARTYBRANDED PRODUCT, SERVICES, MAINTENANCE, OR SUPPORT ADDITIONAL THIRD-PARTY TERMS AND CONDITIONS MAY APPLY (SUCH AS SOFTWARE LICENSE AGREEMENT).

SOME PROVINCES DO NOT PERMIT THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR CONDITIONS IN THEIR STATUTES. IN SUCH PROVINCES, THE FOLLOWING DISCLAIMERS MAY NOT APPLY TO YOU. DELL DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. DELL'S RESPONSIBILITY FOR WARRANTY CLAIMS FOR DELL-BRANDED PRODUCT IS LIMITED TO REPAIR AND REPLACEMENT AS SET FORTH IN DELL'S APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE. SUBJECT TO APPLICABLE PROVINCIAL STATUTES THAT RESTRICT THE MANNER IN WHICH DELL CAN MAKE MODIFICATIONS, DELL RESERVES THE RIGHT TO MODIFY ITS WARRANTY AT ANY TIME.

Please note that parts used in repairing or servicing Dell branded Product under a warranty may be new,equivalent-to-new, or reconditioned.

5. Software. Software is subject to the separate software license agreement accompanying or made available to you in connection with the software, With respect to software made available to you by Dell in connection with Services, if no license terms accompany the software, then subject to your compliance with the terms set forth in this Agreement, Dell hereby grants you a personal, non-exclusive license to access and use such software only during the term of the Services and solely as necessary for you to enjoy the benefit of the Services as stated in the applicable Service Contract(s). A portion of the software may contain or consist of open source software, which you may use under the terms and conditions of the specific license under which the open source software is distributed. You agree that you will be bound by any and all such license agreements. Title to software remains with the applicable licensor(s).

6. Return Policies. Before you attempt to return Product, you must contact us directly at 1-800-847-4096 to obtain a Credit Return Authorization Number for you to include with your return. You must return Product to us in its original or equivalent packaging within 30 days of the invoice date. You are responsible for risk of loss, shipping and handling fees for returning or exchanging Product. Additional fees as identified elsewhere in the Agreement may apply. If you fail to follow the return or exchange instructions and policies provided by Dell, Dell is not responsible whatsoever for Product that is lost, damaged, modified or otherwise processed for disposal or resale. At Dell's discretion, credit for partial returns may be less than invoice or individual component prices due to bundled or promotional pricing. NOTE THAT UNDER THE RETURN POLICY, NOT ALL PRODUCTS (SUCH AS VIDEO GAMING RELATED PRODUCTS) CAN BE RETURNED. Additional details in respect of Dell's return policy and a list of products that cannot be returned can be found at the returns policy link located at //www.dell.ca/terms. 

7. Changed or Discontinued Product. Dell may revise and discontinue Product at any time and this may affect information saved in your online "cart." Dell will ship Product that have the functionality and performance of the Product ordered, but except where prohibited by applicable provincial statute, changes between what is shipped and what is described in a specification sheet or catalogue are possible.

8. Service and Support. Dell will provide technical support by way of remote diagnosis and corresponding repair service to customers in Canada, for the duration of the Product warranty and in accordance with the coverage provided by Dell's limited warranty. With respect to such repair service, your invoice will indicate whether the service will be provided onsite (after remote diagnosis) by a repair technician or if the repair service will be provided through a mail-in or depot based service (after remote diagnosis). Such repair services are provided in accordance with the terms of this Agreement and are described (along with certain terms and conditions) in service descriptions that can be found at www.dell.ca/servicecontracts. Depending on the province in which you reside, you may be responsible for the costs of shipping Product to our depot repair facilities and/or long distance charges for telephone support. Dell also offers fee based additional service offerings (such as out of warranty technical support, hardware installation services and software related telephone assistance). These services are offered in accordance with the terms of this Agreement and are described (along with certain terms and conditions) in service descriptions that can be found at www.dell.ca/servicecontracts.

Service offerings may vary from Product to Product. Dell may revise its general and optional service and support programs and the terms and conditions that govern them without prior notice to you. Dell is not obligated to provide third-party branded service or support, or service or support for any products or services that you purchased through a third-party and not Dell. It is your responsibility to backup all existing data, software, and programs before receiving services or support (including telephone support). Dell will have no liability for loss or recovery of data, programs or loss of use of system(s) arising out of the services or support or any act or omission, including negligence, by Dell. Prior to Dell providing service or support, you represent that your system(s) does not contain illegal files or data. You also represent that you own the copyright or have a license to make copies to all files on your system and do not have any data that would cause Dell to be liable for copyright infringement if those files were copied by Dell in the course of providing you services.

9. Limitation of Liability. DELL DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCT NOT BEING AVAILABLE FOR USE, LOST PROFITS, LOSS OF BUSINESS OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND SUPPORT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, DELL WILL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. YOU AGREE THAT FOR ANY LIABILITY HEREUNDER, DELL WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AMOUNT INVOICED FOR THE APPLICABLE PRODUCT.

THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE CAUSE OR CIRCUMSTANCES GIVING RISE TO SUCH LOSS, DAMAGE OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS OR BREACH OF CONTRACT.

EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, YOU MAY NOT INSTITUTE ANY ACTION IN ANY FORM ARISING OUT OF THIS AGREEMENT MORE THAN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION HAS ARISEN.

10. Applicable Law; Not For Resale or Export. You agree to comply with all applicable laws and regulations of the various provinces and of Canada. You agree and represent that you are buying only for your own internal use only, and not for resale or export. Dell has separate terms and conditions governing resale of Product by third parties and transactions outside Canada. Terms and conditions for resale are located at: www.dell.com/terms/#reseller. Product, which may include technology and software, is subject to Canadian and U.S. export laws as well as the laws of the country where it is delivered or used. Product may not be sold, leased, or transferred to restricted countries, restricted end-users, or for restricted end-uses. You agree that Product purchased from Dell will not to be used for activities related to weapons of mass destruction, including activities related to the design, development, production or use of nuclear materials, nuclear facilities, or nuclear weapons, or chemical or biological weapons. You further agree that you will not sell, lease, or otherwise transfer Product to end-users engaged in these activities.

11. Governing Law. EXCEPT WHERE AN APPLICABLE PROVINCIAL STATUTE REQUIRES AN ALTERNATIVE GOVERNING LAW, THIS AGREEMENT AND ANY SALES THEREUNDER SHALL BE DEEMED TO HAVE BEEN MADE IN THE PROVINCE OF ONTARIO AND SHALL BE CONSTRUED AND INTERPRETED ACCORDING TO THE LAWS OF THE PROVINCE OF ONTARIO AND THE APPLICABLE LAWS OF CANADA. THE PARTIES HEREBY AGREE TO THE NON-EXCLUSIVE JURISDICTION OF THE PROVINCE OF ONTARIO.

12. Dispute Resolution. Before commencing any proceeding in the manner set out below, the parties shall first attempt to resolve any dispute or differences between them by way of good faith negotiation. The good faith negotiation shall commence by each party communicating their position regarding the complaint, claim, dispute, or controversy to the other party, and how the parties should resolve the dispute. The parties shall then make good faith efforts to negotiate a resolution of the claim, dispute, or controversy. Neither party shall commence any proceedings unless the good faith negotiation fails.

Except where expressly prohibited by applicable statute, ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) YOU MAKE AGAINST DELL, its agents, employees, officers, directors, successors, assigns or affiliates (collectively for purposes of this paragraph, "Dell") arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships between the parties, whether pre-existing, present or future, (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), Dell's advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION at ADR Chambers pursuant to the general ADR Chambers Rules for Arbitration located at www.adrchambers.com. Any award of the arbitrator shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. Where you are located in a province where a statute expressly indicates that an arbitration requirement will not apply to you, as a consumer, you agree to solely make any claim against Dell in a small claims court located in Ontario or in the province in which you reside.

Notwithstanding the provisions in this Section 12 or anywhere else in this Agreement, Dell shall have the right to seek and obtain any provisional or interim relief from any court of competent jurisdiction to protect its trade-mark, property rights or confidential information or to preserve the status quo.

13. Assignment; Entire Agreement; Severability; Section Headings. Dell has the right to assign, subcontract or delegate in whole or in part this Agreement, or any rights, duties, obligations or liabilities under this Agreement, by operation of law or otherwise. You will not be permitted to assign this Agreement without the written permission of Dell. You may transfer ownership of Dell branded products to someone else by following Dell's standard transfer procedures found at www.dell.ca. Except for various service descriptions and policies identified elsewhere in this Agreement, this Agreement is the entire agreement between you and Dell with respect to its subject matter and supersedes all prior oral and written understandings, communications or agreements. If any provision of this Agreement is void or unenforceable, the remainder of this Agreement will remain in full force and effect. Section headings are for reference only and shall not affect the meaning or interpretation of this Agreement.

Consumer Terms and Conditions of Sale (Canada)
Revision Date Feb 1, 2011
END OF AGREEMENT