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Contract library · GPU supply and export controls
Delivery by phase, and the delays the supplier is excused for
What delivery commitment does a server maker give for a GPU order, and what excuses a delay?
Dell’s standard terms say delivery dates are indicative. For IREN’s GB300 order Dell went further, but only to commercially reasonable efforts: it will try to deliver the racks in four phases, each with a final shipment date. Delay is excused for force majeure, industry-wide component shortages, delays caused by the buyer and the buyer’s late payment, among others. If a phase runs late by more than an agreed number of business days, Dell must say so in writing and say whether an excused event caused it. The buyer can swap the servers in phases 3 and 4 for another product on at least four months’ notice, by cancelling that part of the order and placing a new one of equal or greater value. For lenders and customers: the supplier’s date is not a firm date, so the customer contract needs its own delay allowance.
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What the filed contracts say
Contract
What the filed wording says
Dell–IREN purchase agreement
Under Dell’s standard terms, delivery dates are indicative.
Dell–IREN GB300 order terms
For this order, Dell uses commercially reasonable efforts to deliver each of four phases by its final shipment date.
Dell–IREN GB300 order terms
Delay is excused for force majeure, industry-wide component shortages, buyer delays and late payment.
Dell–IREN GB300 order terms
If a phase is late beyond an agreed period, Dell must give notice and say whether an excused event caused it.
Dell–IREN GB300 order terms
Phases 3 and 4 can be swapped for another product on at least four months’ notice, with a new order of equal or greater value.
The filed wording
3.1 Shipment. Unless otherwise agreed, Supplier shall arrange for shipment of the ordered Products to the ship-to address indicated in the Order, through a common carrier designated by Supplier. Delivery dates are indicative.
Dell purchase agreement with IREN’s Hardware 3 subsidiary (GPU servers), amending Dell’s Commercial Terms of Sale, Commercial Terms of Sale, clause 3.1 · IREN 10-Q, Exhibit 10.4
Each extract is quoted from the contract as filed with the SEC, checked against the filed text when it was added; “…” marks words left out. Filers redact commercial terms, so a [***] or [*] is the filer's, not ours. The summaries describe the wording, not how a court would read it, and each contract's defined terms and other clauses can change the effect. General information drawn from public filings. It is not legal advice on any transaction, and using this page does not create a lawyer-client relationship. Views are personal.
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Deals, terms and the clauses behind them, for the people financing data centres, GPU clouds and the power behind them. By Randeep Bubbra.
