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Terms and Conditions of Sale, Service and

Technical Support ("Terms and Conditions")

(For Non-Consumer Customers in the People's Republic of China

Only, excluding Hong Kong, Macau and Taiwan)

1. Definitions

"Seller" means Dell Computer (China) Co., Ltd.

"Buyer" means the person or legal entity identified in Seller's

Quotation or Invoice who is purchasing products and/or services
from Seller.

"Sales Contract" means a contract for sale by Seller to the Buyer of

the products and/or services incorporating the Terms and
Conditions.

2. FORMATION OF CONTRACT

2.1 No Sales Contract shall come into existence until the Buyer's
order has been accepted by Seller. The Buyer warrants that it is
buying for its own internal use only and not for re-sale purposes. In
the case of Seller's sale of third party products purchased under
Seller's Software & Peripherals (S&P) Program, Buyer
acknowledges Seller's intent that the products are meant to
enhance and be bundled together with Seller branded products as
related accessory products which complement the Seller branded
products.

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2.2 The products sold and/or services rendered are subject to the
Terms and Conditions, which are an integral part of the Sales
Contract to which the Buyer agrees to be bound.

3. ORDERS, PRICE AND PAYMENT

3.1 The prices, payment terms and configurations of products

and/or services are as specified in writing in the Sales Contract.

3.2 Unless credit terms have been expressly agreed by Seller,

payment for the products or services shall be made in full before
physical delivery of products or services.

If any amount due and payable by the Buyer is not paid when due
in accordance with stipulated payment terms, any overdue amount
shall bear interest at the rate of 0.03% per day and shall be payable
to Seller upon Seller's request.

In addition, Seller shall have discretion to withhold any delivery of

products and/or services to Buyer until all overdue amounts are fully
discharged.

Seller reserves the right to demand immediate payment for any

products and/or services already dispatched by the Seller.

3.3 Unless otherwise agreed in writing by the Buyer and the Seller,
the Buyer shall make payments to the Seller in accordance with the
chronological order of transactions undertaken, and Seller shall
have discretion to apply any amounts received from the Buyer in
satisfaction of any sums due and payable by the Buyer (including
outstanding accounts receivables).

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4. SOFTWARE

4.1 All software provided is subject to the terms and conditions of

the license agreement relating to that software. Buyer
acknowledges its obligations to abide by such license agreements.
Buyer acknowledges that Seller does not warrant any software
under these Terms and Conditions. All software is warranted in
accordance with the license agreement that governs its use.

4.2 All rights, title or interest in respect of the intellectual property

rights in the software remain with Seller or the licensor of the
software at all times.

5. TITLE AND RISK

Title to and risk in the products shall pass to the Buyer upon
delivery of the products to Buyer. Title to those products, which are
software, shall remain with the applicable licensor(s) at all times.

6. DELIVERY

Seller shall deliver the products to a designated person

("Designated Person") at the place of delivery ("Place of Delivery")
within the delivery period ("Delivery Period"), all as designated in
the Sales Contract and agreed to by Seller. If any delivery by Seller
to Buyer exceeds the Delivery Period, and unless the parties agree
otherwise, for each day in excess of the Delivery Period, the Seller
may be charged at the rate of 0.03% of the stated value of that
portion of the shipment that is overdue.

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7. ACCEPTANCE OF PRODUCTS

7.1 The products shall be deemed to have been accepted by Buyer

upon the products reaching the Place of Delivery and Buyer
indicating acceptance (either by having the Designated Person sign
for acceptance or, if the Designated Person is not available, Seller
may elect to allow acceptance by Buyer pursuant to company chop
or other legally authorized chop).

7.2 In the event that Seller has responsibility for installation of the
products, the products shall be deemed as being in good condition
and in accordance with the Sales Contract upon Buyer's signature
and/or chop on the "Customer Confirmation Letter" and "Installation
Report".

7.3 In the event that Seller does not have responsibility for
installation of the products, the products shall be deemed as being
in good condition and in accordance with Sales Contract unless
Buyer notifies Seller to the contrary within three (3) working days
after the products reaching the Place of Delivery.

8. WARRANTY

8.1 Unless specified otherwise, Seller warrants to Buyer that Dell

branded products (excluding third party products and software), will
be free from defects in materials and workmanship affecting normal
use for a period of one year from invoice date ("Standard
Warranty").

8.2 Notwithstanding anything herein, to the extent applicable, Seller

will undertake to comply with the published regulations of the
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People's Republic of China which are relevant to the warranty of

computer products and as otherwise consistent with the applicable
industry standards.

8.3 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
Seller, 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 Seller personnel or any person authorised by Seller, to
adjust, repair or support the products and problems caused by use
of parts and components not supplied by Seller. 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 Seller;
accessories or parts added to the product through Seller's Custom
Factory Integration (CFI) program; accessories or parts that are not
installed in the Seller factory; or third party products purchased
under Seller S&P Program.

8.4 During the one-year period beginning on the invoice date, Seller
will repair or replace products returned to Seller's facility. Buyer
must prepay shipping and transportation charges, and insure the
shipment or accept the risk of loss or damage during such shipment

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and transportation. Seller will ship the repaired or replacement

products to Buyer freight prepaid.

8.5 Seller does not give any warranty that the products are fit for
any particular purpose and that Standard Warranty is given in place
of all warranties, undertakings and obligations implied by law, trade
usage or otherwise.

8.6 Buyer agrees that, in relation to third party products purchased

through Seller, where such of the products are covered by a
relevant manufacturer's warranty, then the Standard Warranty shall
not extend to such products and such manufacturer's warranty shall
be the sole warranty in respect of such products. Buyer shall utilise
that warranty for the support of such products and in any event not
look to Seller for such warranty support.

9. SERVICE AND TECHNICAL SUPPORT

Seller will provide general service and technical support to Buyer in

accordance with the then-current service and technical support
policies in effect. Service and support offerings may vary from
product to product. If Buyer purchases optional services and
support as listed on Buyer's invoice, Seller will provide the optional
service and support to Buyer in accordance with the then-current
terms and conditions in the optional service contract between Seller
and Buyer (available via the Internet on Seller's Web site at
http://www.dell.com/ap/TandC/cn/en/index.htm or upon request) in
addition to the Standard Warranty. Seller may, at its discretion,
revise its general and optional service and support programs and
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the terms and conditions that govern them. Seller has no obligation
to provide service or support until Seller has received full payment
for the product or service/support contract for which service or
support is requested.

10. LIABILITY

10.1 Unless otherwise specified by law, Seller's total liability herein

in respect of each event or series of connected events shall not
exceed the total price paid for the purchase of products and/or
services under these Terms and Conditions.

10.2 Seller and Buyer agree that Seller will not be liable for
products not being available for use, or for data or software which is
lost, corrupted, deleted or altered. Seller shall not be liable to Buyer
for any consequential damages arising out of or in connection with
the purchase, use or performance of products or services.

10.3 Any typographical, clerical or other error or omission in sales

literature, quotation, price list, acceptance of offer, invoice or other
documents or information issued by Seller shall be subject to
correction without any liability on the part of Seller.

11. EXPORT RESTRICTIONS

Buyer acknowledges that the products licensed or sold hereunder,

which may include technology and software, are subject to relevant
export control laws and regulations, including those of the United
States. Buyer agrees to abide by all applicable export control laws
and regulations. Under such laws and regulations, the products
purchased may not be sold, leased or otherwise transferred to
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restricted end-users or to restricted countries. In addition, the

products may not be sold, leased or otherwise transferred to, or
utilized by, an end-user engaged in activities related to the
development or use of weapons of mass destruction. Buyer
understands that applicable requirements or restrictions may vary
depending on the products delivered and may change over time
and that, to determine the precise controls applicable to the
products acquired, it may be necessary to refer to relevant laws and
regulations.

12. GOVERNING LAW

These Terms and Conditions shall be governed by and construed in

accordance with the laws of the People's Republic of China. Any
dispute arising in connection with these Terms and Conditions shall
to the extent possible be settled through friendly consultations
between the parties. If the dispute cannot be settled through
consultations, either party may refer the dispute to a competent
People's Court where Seller is located.

13. GENERAL Unless otherwise mutually agreed by the parties in

writing, any alteration or amendment to or in connection with the
Sales Contract shall be presented in writing and takes effect only
after written confirmation by signature and/or legally authorized
chop.