Non-cancellable orders, tied to the customer contract

Once a GPU cloud orders the servers, can it cancel if the customer contract falls through?

Not under Dell’s order terms with IREN for GB300 servers. The order is non-cancellable and non-returnable: it cannot be cancelled, rescheduled or changed without Dell’s consent, and the servers can only go back under warranty. The one exit came first. IREN had to give Dell the signed contract with the end customer by 5 November 2025, on terms at least as good for IREN as the draft Dell had seen, or either side could decline to process the order. Dell also keeps the right to tell the buyer in writing, before any purchase, that AI servers must be prepaid. For lenders: the buyer is committed to the full price before the first server ships, so the customer contract and the funding must be signed together.

Randeep Bubbra | Lawyer | Making the next generation of infrastructure financeable · Firm profile · Updated 29 October 2026

What the filed contracts say

Contract	What the filed wording says
Dell–IREN GB300 order terms	The order cannot be cancelled, rescheduled or modified without Dell’s written consent.
Dell–IREN GB300 order terms	Servers can only be returned under the product warranty.
Dell–IREN GB300 order terms	The signed end customer contract was due to Dell by 5 November 2025, consistent with the draft Dell had seen.
Dell–IREN GB300 order terms	If it was not delivered, either party could decline to process the order.
Dell–IREN purchase agreement	Dell will set out in writing any prepayment requirement for AI servers before a purchase.

The filed wording

Subject to Section 2 and Section 4.D.ii. (with respect to an extended warranty period) below, the Order is designated as non-cancelable, non-returnable (“NC/NR”) and may not be cancelled, rescheduled, or modified without Supplier’s prior written consent, and none of the products may be returned to Supplier for any reason except in accordance with any applicable product warranty, which remains unaffected by this NCNR Agreement. Customer acknowledges that the foregoing conditions set forth in this NCNR Agreement shall supersede any return or cancellation rights contained in the Supply Contract.

Dell non-cancellable, non-returnable order terms for IREN’s GB300 servers (four delivery phases), section 1 · IREN 10-Q, Exhibit 10.5

Funding the GPU purchase Delivery by phase, and the delays the supplier is excused for Customer contracts conditional on the provider’s financing GPU delayed draw term loan conditions precedent Put it on an issues list All contract clauses

On the deal pages

Financings by the parties to these contracts

The latest debt raised by the companies that signed them, with the terms and the sources on each deal page.

Financing	Borrower or issuer	Date	Amount
Mackenzie GPU financing (reported)	IREN	27 August 2026	US$2.4bn
Microsoft DDTL floating tranche	IREN	1 June 2026	US$1.55bn
Microsoft US private-placement notes	IREN	1 June 2026	US$2.1bn
Convertible notes	IREN	14 May 2026	US$3bn
IREN US$2.3bn convertible notes due 2032 and 2033 (December 2025)	IREN	8 December 2025	US$2.3bn

Method

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.