When title passes, and the quarter-end shipping rule

When does a GPU buyer own the servers, and who carries them to the data centre?

Dell’s standard terms pass title and risk when the servers are handed to the carrier at Dell’s shipping point. IREN’s purchase agreement moves that to delivery at IREN’s shipping address, with Dell managing freight and insurance to the facility and handling export and import documents and duties. There is one exception: in the last two weeks of Dell’s fiscal quarter, delivery happens again when the servers are handed to the carrier. The buyer is responsible for trade law compliance, gives a sanctions representation and indemnifies Dell for third-party claims from a breach. For lenders: security over the servers attaches when title passes, so in a quarter-end shipment it attaches while they are still in transit.

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 purchase agreement	Dell manages freight and insurance until the servers reach the buyer’s facility.
Dell–IREN purchase agreement	Dell handles export and import documents and pays import duties and taxes into the US.
Dell–IREN purchase agreement	Title passes on delivery to the buyer’s shipping address.
Dell–IREN purchase agreement	In the last two weeks of Dell’s fiscal quarter, delivery happens on handover to the carrier.
Dell–IREN purchase agreement	The buyer is responsible for export control and sanctions compliance, and indemnifies Dell for third-party claims from a breach.

The filed wording

Supplier will manage [***] for Equipment and for physical media containing licensed Software associated with the transportation of any such Offerings until they arrive at Customer’s facility, including freight and insurance, until the relevant Offering is delivered to Customer’s designated shipping address. Supplier will also handle applicable export and import documentation and, where applicable, remit the applicable duties, taxes, and related fees required for import into the U.S.

Redacted in the filed copy: [***] or [*] marks text the filer left out.

Dell purchase agreement with IREN’s Hardware 3 subsidiary (GPU servers), amending Dell’s Commercial Terms of Sale, amendment H to clause 3.1 · IREN 10-Q, Exhibit 10.4

Export controls and sanctions in GPU capacity contracts Export control covenants in a GPU loan Funding the GPU purchase Taking and perfecting security over GPUs 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.