TERMS AND CONDITIONS FOR INDIA RESELLERS

Welcome to the world of Dell.

You (Reseller) agree to resell Products, subject to the following India Reseller Terms and Conditions.

Reseller purchase order, if any and relationship with Dell shall be governed by and subject to the following India Reseller Terms and Conditions . In case of inconsistency between the terms and conditions of Reseller purchase order submitted, the Invitation Letter and the India Reseller Terms and Conditions, the India Reseller Terms and Conditions shall prevail.

1. DEFINITIONS

Dell: means the Dell Inc subsidiary company as identified in Dell's Quotation or Invoice. Partner Program Invitation Letter (Invitation Letter) : means the letter sent by Dell describing Dell's Channel Partner Program under the India Reseller Terms and Conditions contained herein. Products : means products (which shall include services but not spare or replacement parts) supplied by Dell but not necessarily manufactured, assembled or, in the case of software, owned by Dell Inc. or any of its subsidiary companies or affiliates Program : means Dell's Channel Partner Program as modified by Dell at its discretion from time to time Reseller: Reseller means an entity or person to whom Invitation Letter has been sent. Term : means a period of forty five (45) days starting from the date of signing the Invitation Letter within which period the Reseller must complete formalities required to become a Dell Channel Partner.

2. ENGAGEMENT

Scope of Engagement . Reseller, after submitting a signed and sealed Invitation Letter to Dell may resell Products based on the Program and strictly in accordance with the India Reseller Terms and Conditions.. Formation of Contract. Dell at its sole discretion may accept any purchase order from the Reseller. No contract shall come into existence until the Reseller purchase order has been accepted by Dell.

3. APPLICABILITY & SCOPE OF T&CS

Applicability : These India Reseller Terms and Conditions shall be valid and continue to apply to every purchase order accepted by Dell during the Term Scope of Transactions : During the Term, Reseller may at Dell's discretion (i) procure the Products from Dell and supply the same subject to these T&Cs, (ii) re-sell the Products as per the guidelines communicated by Dell from time to time. No Obligation : Nothing under the India Reseller terms and Conditions, or the Invitation Letter guarantees the Reseller being appointed as the channel partner of Dell. Dell shall exercise its sole discretion in transacting with the Reseller, and or appointing the Reseller as its channel partner.

4. ORDERS, DELIVERY AND ACCEPTANCE

Ordering Products : Dell's obligation to sell under these T&Cs will arise only when Reseller offers, and Dell accepts, a valid purchase order for Products. Accepted Orders Binding : Once purchase order has been accepted by Dell, Reseller will not be entitled to cancel the purchase order without the express written consent of Dell. Form of Orders : Reseller must place all purchase orders in writing. All purchase orders must contain the following information without fail: (a) a description of the Product; (b) quantity; (c) agreed price; (d) requested delivery schedule; (e) ship to address and (f) name of end-user where applicable, (g) payment terms agreed, if any.. Shipping Dates, Delivery, Title and Risk : Dell will estimate a ship date for all orders Dell accepts. Ship dates are estimates only and do not guarantee a delivery date to Reseller or bind Dell to meet any specific delivery schedule. Dell may, at its discretion, deliver the Products by installments in any sequence. Where the Products are so delivered by installments, each installment shall be deemed to be the subject of a separate contract and no default or failure by Dell in respect of any one or more installments shall vitiate these T&Cs in respect of Products previously delivered or undelivered products. Title to and risk in the Products passes from Dell to Reseller when the Products are delivered by Dell to Reseller at the "ship to" address set out in Reseller's orders. Acceptance : Unless Reseller notifies Dell to the contrary on the day of delivery and such notification is confirmed in writing within two days, the products shall be deemed to have been accepted by Reseller as being in good condition and in accordance with this Agreement. Reseller shall not be entitled to withhold payment of all or any of the amounts due for the Products whilst any claim is being investigated by Dell.

5. PAYMENT TERMS

Invoice and Payment Terms : Unless credit terms have been expressly agreed by Dell, payment for the Products shall be made in full before physical delivery of the Products to Reseller. Time for payment is of the essence. Dell reserves the right to charge interest on sums overdue, on a day to day basis at the rate of 24% per annum. Such interest shall be payable on demand. Other Effects of Non-Payment : In addition, without waiving any other rights and remedies at law or under this T&Cs, if an invoice is overdue, Dell may (a) refuse to accept additional orders under this T&Cs; (b) terminate this T&Cs; (c) refuse to ship ordered Products; and/or (d) seek collection from Reseller, including all legal fees and other costs of collection Dell shall be entitled to deduct from any monies due to Reseller any sums owed by Reseller to Dell.

6. NON EXCLUSIVITY

Non-Exclusivity : Reseller acknowledges that Dell may enter into similar arrangement as contemplated hereunder or other similar arrangements with other parties for different or other business opportunities. No agency : It is understood that except for the discharge of obligations under the Scope of T&Cs hereunder, Reseller shall have no authority to enter into any agreement, obligations or commitments on Dell's behalf, or to negotiate the terms of a potential customer agreement with Dell. Reseller hereby agrees to indemnify, defend and hold Dell harmless from and against any claims, actions, lawsuits, damages, awards or judgments arising out of any such agreements, obligations or commitments undertaken by Reseller or the breach thereof.

7. RELATIONSHIP OF THE PARTIES

Independent Contractor : Dell and Reseller are independent contractors. Neither Party will make any warranties or representations or assume any obligations on the other Party's behalf. Neither Party is / nor will claim to be a legal representative, Reseller, franchisee, agent or employee of the other Party. Reseller shall neither bind nor purport to bind Dell to any obligation or expose Dell to any liability. Reseller will not register with any authority or organization as agent or representative of Dell without Dell's prior written consent. Assignment : Reseller shall not be entitled to assign or subcontract any of its rights or obligations under these T&Cs or appoint any sub-Reseller or agent to perform such obligations except with the prior written consent of Dell.

8. INDEMNITIES

Indemnification : Reseller shall indemnify Dell against all claims damages and liabilities which Dell may sustain or incur, or which may be brought or established against it by any person and which in any case arise out of or in relation to or by reason of the following without limitation: Negligent acts of omission or commission, recklessness or willful misconduct of Reseller or its agents, employees, or contractors in the performance of any of its obligations. Any misrepresentations regarding Products. Any unauthorised action or omission of Reseller or its employees; Breach of any of the terms and conditions contained in these T&Cs. The manner in which Reseller undertakes fulfillment of the scope of T&Cs; Any breach or alleged breach of any applicable laws or regulations or generally accepted code of ethical standards and conduct, relating to performance of scope of T&CS; Neglect to follow any recommendations made by Dell relating to scope of T&Cs; Any act or omission by the Reseller that brings Dell's name and its Brand to disrepute. Any breach or alleged breach of Government rules and regulations with regard to any tendering and procurement process Reseller's modifications of and/or additions to the Products infringing on, misappropriating or otherwise violating the Intellectual Property of a third party; Actions against Dell by Reseller's customers Claims Procedure : If any claim is made against either party for which indemnification is sought under this Clause, the indemnified party shall consult with the other and, subject to being secured to its reasonable satisfaction, shall co-operate with the other in relation to any reasonable request made by the other in respect of such claim.

9. LIMITATION OF LIABILITY

Dell does not exclude liability for death or personal injury caused by its negligence. The express terms of this T&Cs are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage and course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law. Dell's total liability under this Agreement shall not exceed the total dollar amount of Products purchased by Reseller pursuant to this Agreement during the twelve months immediately preceding the date Dell is notified by Reseller of any claim or liability. Dell shall not be liable or responsible for Products not being available for use, or for data or software which is lost, corrupted, deleted or altered. Dell shall not be liable for any incidental, indirect, special or consequential damages whatsoever, including, but not limited to, loss of profits, revenue, anticipated savings, or indirect or consequential loss or damage, whether arising from negligence, breach of contract or any other course of action arising out of the subject matter of this T&Cs or resulting from loss of use or corrupted data or software, even if Dell has been advised, knew of or should have known of the possibility thereof. Reseller further agrees that it shall include in all agreements selling, leasing, or transferring ownership of the products, a provision similar to the above disclaiming as to Dell's liability for incidental, indirect, special, or consequential damages.

10. CONFIDENTIALITY:

Definition of Confidential Information : Confidential information is any and all current and future Product information, roadmap, technical or financial information, Customer names, addresses and related data, contracts, practices, procedures and other business information, including reports, strategies, plans, documents, drawings, machines, tools, models, patent disclosures, samples, materials and requests for proposals that may be disclosed between the parties, whether written, oral, electronic or otherwise, or information which by its nature is clearly confidential, however and wherever acquired (Confidential Information). Confidential Information excludes any information which was (1) known to the recipient party (Recipient) before receipt from the disclosing party; (2) publicly available through no fault of recipient; (3) rightly received by Recipient from a third party without a duty of confidentiality; (4) disclosed by disclosing party to a third party without a duty of confidentiality on the third party; (5) independently developed by Recipient without breach of this or any other confidentiality agreements; or (6) disclosed by Recipient after prior written approval from the disclosing party. Obligations of Confidentiality and Remedies : Recipient will protect, for a period of three (3) years from the date of disclosure, the disclosing party's Confidential Information with the same degree of care, but no less than a reasonable degree of care, as Recipient uses with respect to its own Confidential Information. The disclosure of Confidential Information required by a government body or court of law is not a violation of this Clause if the Recipient gives prompt notice of the required disclosure to the disclosing Party. Obligations under law : Should one party be compelled by law or be required to act in compliance with the legal requirement of a governmental agency to disclose the Confidential Information that party shall provide the other with reasonable notice of any disclosure and comply with any reasonable instructions as to such disclosure; Return of other party's Confidential Information : Upon any termination of these T&Cs, each party will promptly return to the other party all Confidential Information of the other party in its possession or control (including all media or physical evidence thereof). Accidental Disclosure : In the case of accidental or inadvertent disclosure by the Reseller, the Reseller shall promptly notify to Dell and inform Dell of the steps taken to prevent misuse or further disclosure. Exclusions : Reseller expressly agrees that nothing herein shall prevent Dell as it sees fit in its sole discretion from disclosing relevant financial information (whether or not such information includes Confidential Information) to credit reference agencies, suppliers, banks or any other interested third parties. Survival : Notwithstanding anything elsewhere in this T&Cs, the provisions of this Clause shall survive the termination or expiry of these T&Cs.

11. PUBLICITY, TRADEMARKS, RETENTION OF INTELLECTUAL PROPERTY RIGHTS AND ADVERTISING

Publicity : Reseller may not publicly release any information relating to these T&Cs, including the existence of these T&Cs, the Products, without first receiving Dell's prior written approval. Trademarks : Reseller agrees not to alter, obscure, remove, interfere with or add to any of the trade or service marks, trade names, markings or notices affixed to any of the Products, to the Product packaging or to the documentation delivered together with the Products. Retention of Intellectual Property Rights : All Intellectual Property rights in the Products shall at all time remain vested in Dell or the third party licensor, regardless of any references or usages to the contrary in these T&Cs or the Program. Reseller shall not get any interest in any trademark, logo or trade name, patent right, model right or copyright, belonging or licensed to Dell, its parent or associated companies, pursuant to anything contained in these T&Cs, and the Reseller shall also not register any of the aforementioned industrial and intellectual property rights with any governmental authority or official agency. Reseller may not use any of Dell's Intellectual Property including but not limited to name, marks or logo in any manner without the express written permission of Dell. Indemnity : Reseller shall, in accordance with the indemnification provisions of these T&Cs, indemnify, defend and hold Dell harmless from any and all damages that accrue to Dell due to Reseller's failure to comply with the provisions in this T&CS

12. WARRANTY:

General Warranty : Unless specified otherwise, Dell warrants to Reseller that Dell branded Products (excluding Third Party Products), will be free from defects in materials and workmanship affecting normal use for a period of thirteen months from invoice date ("Standard Warranty") provided that Dell may, from time to time, at Dell's sole discretion, offer extensions of the foregoing [thirteen month] warranty on such terms and with such limitations as Dell may determine. This Standard Warranty does not cover damage, fault, failure or malfunction due to external causes, including accident, abuse, misuse, problems with electrical power, servicing not authorized by Dell, usage and/or storage and/or installation not in accordance with Product instructions, failure to perform required preventive maintenance, normal wear and tear, act of God, fire, flood, war, act of violence or any similar occurrence; any attempt by any person other than Dell personnel or any person authorised by Dell, to adjust, repair or support the Products and problems caused by use of parts and components not supplied by Dell. The Standard Warranty does not cover any items that are in one or more of the following categories: software; external devices; accessories or parts added to the Product after the Product is shipped from Dell; accessories or parts added to the Product through Dell's Custom Factory Integration (CFI) program; accessories or parts that are not installed in the Dell factory; or third party products purchased under Dell Software & Peripherals (S&P) Program. During such [thirteen month] warranty Dell will provide, on an exchange basis, replacement parts for the Dell branded Products covered under this Warranty when a part requires replacement. Exclusions : Dell does not give any warranty that the Products are fit for any particular purpose and this Standard Warranty is given in place of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, trade usage, course of dealing or otherwise including warranties or conditions of merchantability, fitness for purpose, satisfactory quality and/or compliance with description, all of which are hereby excluded to the fullest extent permitted by law. Third Party Products : Reseller agrees that, in relation to Third Party Products purchased through Dell, where such of the Third Party Products are covered by a relevant manufacturer's warranty, then the Standard Warranty shall not extend to such Third Party Products and such manufacturer's warranty shall be the sole warranty in respect of such Third Party Products. Reseller shall utilise that warranty for the support of such Third Party Products and in any event not look to Dell for such warranty support. Reseller's Warranty to Its Customers : Reseller agrees to only pass on to Reseller's customers, Dell's limited warranties within the scope of this Clause 12 and Reseller will be liable for any greater warranty that Reseller purposely or inadvertently transfers to Reseller's customers. Reseller will indemnify, defend and hold Dell harmless for any damages or other costs that arise because of Reseller's failure to properly inform Reseller's customers of Dell's current limited warranties. Service and Technical Support : Dell will provide general service and technical support for the Products in accordance with the then-current service and technical support policies in effect (available via the Internet on Dell's website at http://www.dell.com/ap/TandC/in/en/index.htm or upon request). Dell may, at its discretion, revise its general and optional support programs and the terms and conditions that govern them. Returns : Reseller must notify Dell within sixty (60) days from the date of invoice, any short shipped, wrong shipped, defective and damaged Products. Dell at its discretion and at its own cost on shipping and taxes may repair, replace the Products notified. No claim in this regard will be accepted by Dell from Reseller after expiry of said sixty days period.

13. COMPLIANCE:

General Regulatory Compliance : Reseller represents warrants and undertakes to Dell that it will, at its own expense, comply with all applicable laws, orders and regulations of any governmental authority with jurisdiction over its activities in connection with this T&Cs including all laws relating to personal data and privacy. If requested by Dell, Reseller will furnish to Dell any information required to enable Dell to comply with applicable laws and regulations related to Products. Import/Export Compliance : Reseller acknowledges that the purchased Products licensed or sold under this Agreement, which may include technology and software, are subject to the Customs and export control laws and regulations of India and the United States ("U.S.") and may also be subject to the Customs and export laws and regulations of the country in which the products are manufactured and/or received. For any authorized resale under this Agreement, Reseller acknowledges that it is Reseller's sole responsibility to comply with those laws and regulations and agrees to fully abide by those laws and regulations. Further, under those laws, the Products shipped pursuant to this agreement may not be sold, leased or otherwise transferred to restricted end-users (including those on the U.S. Department of Commerce, Bureau of Industry and Security "Entity List" and other lists of denied parties) or to restricted countries (currently Cuba, Iran, North Korea, Sudan, and Syria). In addition, the shipped Products may not be sold, leased or otherwise transferred to, or utilized by an end-user engaged in activities related to weapons of mass destruction, including without limitation, activities related to the design, development, production or use of nuclear weapons, materials, or facilities, missiles or the support of missile projects, and chemical or biological weapons. In addition, Reseller agrees to indemnify, defend and hold Dell harmless from any loss, expense, penalty or claim against Dell due to Reseller's violation or alleged violation of any such applicable laws and regulations. If purchased Products are resold in violation of the foregoing restrictions, Dell shall not be obligated to provide any warranty service or technical support. Foreign Corrupt Practices Act : Reseller acknowledges that it is familiar with and understands the provisions of Foreign Corrupt Practices Act of the U.S. ("the FCPA") and agrees to comply with its terms as well as any provisions of local law or Dell's corporate policy and procedure related thereto. Reseller further understands the provisions relating to FCPA's prohibitions regarding the payment or giving of anything of value, either directly or indirectly, to an official of a foreign government or political party for the purpose of influencing an act or decision in his official capacity or inducing the official to use his or his party's influence with that government, to obtain or retain business involving products. Reseller agrees to not violate or knowingly let anyone violate the FCPA with respect to the sale, licensing and use of the products. Upon Dell's request, Reseller agrees to provide Dell with written certifications of Reseller's FCPA compliance Illegal or Unethical Practices : Reseller shall not by itself or with others participate in any illegal, deceptive, misleading or unethical practices including, but not limited to, disparagement of products or Dell or any of its affiliate companies or other practices, which may be detrimental to products or Dell. The Reseller represents and warrants that none of the Reseller's principals, staff, officers or key employees are government officials, candidates of political parties, or other persons who might assert illegal influence on Dell's behalf. Reseller acknowledges and understands that Dell's choice of the Reseller was made after considering factors that support a belief that the FCPA, local law and Dell's corporate policies and procedures will not be violated by Reseller. These T&Cs shall automatically terminate in the event of an improper payment by Reseller in violation of the FCPA or local law.

14. RESELLER OBLIGATIONS:

Inspections and Audits : Reseller shall permit Dell and its authorised agents at all reasonable times to enter any of Reseller's premises and to audit Reseller's documentary records and books for the purpose of ascertaining that Reseller is complying with its obligations under these T&Cs, including compliance with other marketing activities support by Dell that may occur from time to time. Dell will pay the costs of such audits except where, in the reasonable sole discretion of Dell, any non-compliance by Reseller is discovered, in which case Reseller agrees to be responsible for all reasonable costs. Other Obligations: Reseller shall : Ensure that all products if any, that comes under its control prior to delivery to its Customer shall be properly stored and maintained. Proper storage includes storing and maintaining the Products in environmental conditions that will prevent damage, degradation and components failures that may be brought on by temperature extremes, humidity, condensing humidity, dust, shock and vibration and other external fact Reseller becomes aware likely to be relevant in relation to the commercial exploitation of the products or which are advantageous or disadvantageous to the interests of Dell; At all times conduct its business ethically and in a manner that will reflect favorably on the Products and on the good name and reputation of Dell Inc., its subsidiary companies and affiliates; Implement a Code of Conduct that reflects the spirit and intent of Dell's Code of Conduct (available online) in all material respects (a copy of which will be provided to Reseller) and ensure that all its staff connected with this T&Cs conduct themselves in accordance with said Code; Except in respect of proper use duly authorised by Dell, not alter or interfere with the products or the documentation.

15. REPRESENTATIONS AND WARRANTIES

Reseller represents and warrants:

That it is not entering into the T&Cs as an officer, employee, or agent of any other entity or individual. That in performing its obligations under the T&Cs it will not represent or appear on behalf of Dell before any agency, body or authority of the Government for any purposes whatsoever. It has the necessary ability and experience to carry out the obligations assumed by it under these T&Cs and that by virtue of entering into these T&Cs it is not and will not be in breach of any express or implied obligation to any third party binding upon it.

16. OTHER TERMS

Authority. If either party is a corporation or limited liability company, each person executing this T&Cs on behalf of such party hereby covenants, represents and warrants that such party is duly formed or duly qualified and that each person executing this T&Cs on behalf of such party is an officer or member of such party and is duly authorized to execute, acknowledge and deliver the T&Cs to the other party. Entire Agreement. These T&Cs supersedes all prior agreement, arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof. No addition to or modification of any provision of these T&Cs shall be binding upon the parties unless made in writing signed by both parties. Forbearance and Waiver. No forbearance, delay or indulgence by either party in enforcing the provisions herein shall prejudice or restrict the rights of that party, nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power, or remedy herein conferred upon or reserved for either party, is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative, unless where otherwise expressly stipulated in this T&Cs. No waiver of any term is valid unless it is in writing and signed by an authorised person of the party charged with the waiver. A waiver is valid for the specific situation for which it was sought. All remedies provided for in this T&Cs are cumulative and in addition to and not in lieu of any other remedies available to either party at law in equity or otherwise. Governing law & Jurisdiction. This T&Cs shall be governed by and construed in accordance with the laws of India and shall be subject to the non-exclusive jurisdiction of the Bangalore courts. Assignment. This T&Cs shall not be assigned by Reseller in whole or in part, without the express written permission of Dell. Any attempt to assign this T&Cs without Dell's written consent will render this T&Cs null and void. Force Majeure. Neither Party shall be liable to the other Party for any failure to perform any of its obligations under this T&Cs during any period in which such performance is delayed by circumstances beyond its reasonable control including, but not limited to, fire, flood, war, embargo, strike, riot or the intervention of any governmental authority. Severability. If any provision of this T&Cs is held to be illegal, invalid or unenforceable by any law, rule, order or regulation of any government, or any competent court of law such invalidity shall not affect the enforceability of any other provisions not held to be invalid. Survival. Notwithstanding anything contained in the Invitation Letter, or these T&C the following Clauses 5, 8, 9, 11, 12 shall survive and continue to apply and shall continue to bind the Parties and their permitted successors and assigns: