Terms & Conditions of Sale

  1. All prices are Net, Exclude VAT, and are valid for 48 hours
  2. All prices are subject to change without prior notice due to fluctuations in currency exchange rates.
  3. All prices for computer hardware and software products exclude installation, configuration and support. If required, installation, configuration and support of computer hardware and/or software purchased is available as a service offering for which standard rates apply.
  4. Terms or conditions contained in any order placed by the receiving party (“Client”) or in any other communication by Client, which purport to vary the terms of this Quotation shall be void and of no effect unless explicitly agreed to in writing by an authorised representative of Modena.
  5. By accepting this quotation, Client agrees that the products and/or services offered are correct as per Client requirements and agrees to pay any handling fee or cancellation fee that may be levied.
  6. Payment terms are strictly Cash with Order. Unless specifically agreed otherwise in writing by a duly authorised representative of Modena, no orders will be accepted or processed until payment has been received in full. Payment shall only be deemed to have been received when all amounts due are available in Modena’s bank account.
  7. Should any form of deferred or extended payment terms be specifically agreed to in writing by a duly authorised representative of Modena, the following shall apply:
  8. All goods remain the property of Modena until payment has been received in full.
    1. Interest on accounts in arrears for up to 30 days will be charged at the ruling prime interest rate plus 3% calculated on a daily basis for amounts overdue as invoiced
    2. Interest on accounts in arrears for more than 30 days will be charged at the ruling prime interest rate plus 10% calculated on a daily basis for amounts overdue as invoiced.
  9. All Consulting and Service offerings are offered subject to the full execution of a standard Modena Services Agreement and relevant Task Order(s) by the receiving party (“Client”) and Modena.
  10. Delivery of computer hardware and software products will be charged at R350.00 Excluding VAT within a 100 Km radius of a Modena office. Delivery to other regions will be charged according to the customer’s preferred means of freight. A handling fee of 10% will be charged on all orders that are refused delivery or collection.
  11. Unless stated otherwise, all computer hardware supplied by Modena carries a one-year Carry-In Warranty on parts only.
  12. All product specifications are determined by the respective manufacturers and are subject to change without prior notice.
  13. Modena and/or its agents shall not be held responsible for:
    1. Faulty or inadequate equipment and/or computer hardware obtained from elsewhere. All repeated attempts at installation and configuration in an environment that includes items not supplied by Modena will be billed to the client for the amount of extra time spent due to the faulty or inadequate equipment and/or computer hardware obtained from elsewhere.
    2. Inaccessibility to locations/sites, or unavailability of persons not employed by Modena at the agreed upon date and time on which Modena is required to provide a product or service, such as reality capture or laser scanning services. Should the responsibility of location/site access rest on the client, penalty fees due to lost productivity may apply.
    3. Application software or operating system software defects or exclusions leading to the malfunction of computer systems, peripherals and/or hardware components.
    4. Inaccurate laser scans, point cloud data, models and drawing files and any expenses incurred as a result of such inaccuracies – it is up the client to check all data provided by Modena.
  14. Terms or conditions contained in any order placed by the receiving party (“Client”) or in any other communication by Client, which purport to vary the terms of this Quotation shall be void and of no effect unless explicitly agreed to in writing by an authorised representative of Modena.
  15. By accepting this quotation, Client agrees that the products and/or services offered are correct as per Client requirements and agrees to pay any handling fee or cancellation fee that may be levied by Modena’s suppliers in the case of cancellations, exchanges or returns.

Specific Software License-related Terms & Conditions

1. Ownership & License

All Software and User Documentation offered is licensed, not sold. Title, ownership and all rights and interest including, without limitation, patents, copyrights, trademarks, trade secrets and other intellectual property rights, in and to the Software Materials and any authorised copies made by the receiving company (“Licensee”) remain with the software developer/manufacturer and its licensors. 

The structure, organization, and code of the Software Materials are valuable trade secrets of software developer/manufacturer and its licensors and the licensee agrees to keep such trade secrets confidential.

2. Limited Warranty

The software developer/manufacturer warrants that, as of the date on which the Software is delivered to the licensee and for ninety (90) days thereafter (“Warranty Period”), the Software will provide the features and functions generally described in the User Documentation and that the media, on which the Software is furnished, if any, will be free from defects in materials and workmanship. 

The software developer/manufacturer’s entire liability and the Licensee’s exclusive remedy during the Warranty Period will be, at the software developer/manufacturer’s option, to attempt to correct or work around errors, to replace the defective media on which the Software is furnished, if any, or to refund the license fees and terminate this Agreement. 

Such refund is subject to the return of the defective media, if any, and User Documentation, with a copy of the licensee’s receipt to its local Software developer/manufacturer office or the authorised reseller from whom the Licensee obtained the Software during the Warranty Period.

3. Disclaimer

Except for the express limited warranties provided, any representations about the Software and its functionality in the User Documentation or any communication with the licensee constitute technical information and not an express warranty or guarantee. In addition, the software developers/manufacturers specifically disclaim any other warranty including, without limitation, the implied warranty of merchantability, fitness for a particular purpose and non-infringement. Without limiting the foregoing, the software developer/manufacturer does not warrant that the operation of the software will be uninterrupted or error-free.

4. Functionality Limitation Warning

Computer-aided design software and other technical software are tools intended to be used by trained professionals only. They are not substitutes for professional judgment. Computer-aided design software and other technical software are intended to assist with product design and are not substitutes for independent design analysis, estimation or testing of product stress, safety and utility. 

Due to the large variety of potential applications for the software, the software has not been tested in all situations under which it may be used. The software developer/manufacturer and Modena shall not be liable in any manner whatsoever for the results obtained through the use of the software. Persons using the software are responsible for the supervision, management and control of the software. 

This responsibility includes, but is not limited to, the determination of appropriate uses for the software and the selection of the software and other programs to achieve intended results. Persons using the software are also responsible for establishing the adequacy of independent procedures for testing the reliability and accuracy of any program output, including all items designed by using the software.

5. Limitation of Liability

In no event shall the software developer/manufacturer, its licensors or Modena have any liability for any incidental, special, indirect, or consequential damages, loss of profits, revenue, data, or cost of cover. 

In addition, in no event shall the liability of the software developer/manufacturer, its licensors or Modena for any damages arising out of or in connection with the software or user documentation exceed the amount paid or payable by the licensee for the software directly responsible for such damages. 

The limitations of liability in this section shall apply to any damages, however caused and regardless of the theory of liability, whether derived from contract, tort (including, but not limited to, negligence), or otherwise, even if the software developer/manufacturer or Modena has been advised of the possibility of such damages and regardless of whether the limited remedies available hereunder fail of their essential purpose.

6. Software Media

The software developer/manufacturer and/or Modena shall have no responsibility or liability whatsoever arising from loss or theft of the software or the media on which the software is furnished to the licensee. The software developer/manufacturer shall not be obligated to replace any lost or stolen software or software media. The licensee is solely responsible for safeguarding the software and the media on which the software is furnished.

7. Acceptance of License Agreement

Signing of this quotation by an authorised representative of the Licensee implies that the Licensee agrees to the terms and conditions of the software developer/manufacturer software license agreement (typically found during installation and from the Help menu).