NDT Training and Consultation

1. Fees; Payment Terms and Conditions

1.1 Terms-Training. Company authorized email communication, or confirmed verbal notification from the Client/Customer, along with received full payment for training, is required two (2) calendar weeks prior to a scheduled course for NDT on-site training.

Additional fees/expenses for travel expenses may be added to initial classroom invoice.

1.2 Terms-Expenses. Additional ViMar NDT Level-3 services/expenses (contractual corporate L3 oversight, procedure/document review and/or creation, travel and/or accommodation expenses for off-site training, student training materials) shall be invoiced directly to the Client/Customer.

1.3 Payments. Client/Customer shall make all payments hereunder in U.S. dollars by the payment method specified by ViMar NDT. 

Currently accepted payment methods are: 

A- Corporate check via mail or in person; payable to “ViMar NDT”.

B- ACH Direct Deposit; call or email for routing information.

1.4 Additional Payments. Unless otherwise agreed upon in writing and/or ViMar issued purchase order, Client/Customer shall pay all travel expenses outlined in section 1.2 within fifteen (15) calendar days after the date of the invoice; for all other Level-3 services, payment shall be received within thirty (30) calendar days.

1.5 Taxes. All Fees and other amounts payable by Client/Customer under these terms are exclusive of taxes and similar assessments. Client/Customer is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Client/Customerhereunder; other than any taxes imposed on ViMar NDT’s income.

1.6 Late Payment. If Client/Customer fails to make any payment when due then, in addition to all other remedies that may be available, ViMar NDT may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law. 

If such failure continues for five (5) days following written notice thereof, ViMar NDT may suspend certifications and/or services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Client/Customer by reason of such suspension.

2. Cancelation Policy

2.1 Authorized written, email, or confirmed verbal notification from the Client/Customer regarding cancellation received by ViMar NDT ten (10) business days, two calendar weeks, prior to the start of a course will receive a full refund

2.2 Notification less than ten (10) business days, but before five (5) business days, one calendar week, will be entitled to a 50% refund.

2.3 No refund shall be given if Client/Customer cancelation notification is received one (1) calendar week prior to the start of the scheduled course.

2.4 In the event that ViMar NDT cancels or postpones a course, one week notification will be given; a full refund will be issued to the Client/Customer if course rescheduling cannot be accommodated within a suitable timeframe for both parties.

3. Training/Classroom Conditions

3.1 The following information applies to training conducted by ViMar NDT at the Client/Customer place of business, or suitable off-site facility approved by ViMar NDT. Additional expenses accrued from off-site facility shall be the responsibility of the Client/Customer. 

3.2 Adequate facilities for training shall be provided by the Client/Customer.  Adequate would be such that each student has a place to sit, and space for taking notes and displaying training materials.

3.3 The Client/Customer shall furnish a compatible projector and suitable viewing area/screen as the majority of training will be Power Point Presentations. Also provided shall be; refreshments (coffee & water), adequate restroom facilities. The training area shall be free from distractions and disruptive ambient noises.

3.4 Unless otherwise agreed upon the maximum number of student is six per course.

3.5 Typically, 40 hour courses require that the students attend class eight hours per day for five days. An alternative approach is ten hours per day for four days (Monday – Thursday); the fee is based on 40 hours of training (20 hours for a limited certification). 

Provisional training schedules can be arranged (weekends, and/or 2nd or 3rdshift); additional fees will incur. Training schedule shall be agreed upon two (2) calendar weeks prior to a scheduled course for NDT on-site training. 

3.6 Training area shall be free from distractions and interruptions. Excessive interruptions that impede the course curriculum may cause the class to be cancelled at the instructor’s discretion. If such would occur, no reimbursement shall be given for classroom training and all expenses incurred would be billed to the Client/Customer.

Disturbances during the course shall be limited to emergencies only. All cell phones, etc. shall be turned off during class.

3.7 The client shall furnish NDT equipment used for training. Typically this would include flaw detectors and transducers used for the inspection of Client/Customer products. Additional equipment will be provided by ViMar NDT for practical demonstrations and student final exams.

3.8 Course information is delivered through Power Point presentations; each student will receive a copy of the appropriate training literature which follows the presentation. Training material packet cost is in addition to the training class fees. Calculators will be loaned to the students for the duration of the class; recommended model is: Texas Instruments TI-30XS or TI-30XIIS 

3.9 Students failing to attend the entire 40 hours of training (20 hours for Limited Certification) will not receive credit for the course. Students failing to achieve 70% or greater on the end of course General examination will not receive credit for the course. Course completion certificates will be issued to those students successfully completing the course via mail to the appropriate Client/Customer contact.

4. Warranties

4.1 Mutual Warranty. Each party (ViMar NDT & Client/Customer) represents and warrants that it has the legal power and authority to enter into these Terms.

4.2 Services Warranty. ViMar NDT warrants that the Services will be provided in a professional and workmanlike manner in accordance with generally recognized industry standards for similar NDT services and substantially conform to the Documentation. If Client/Customer believes that the warranty stated in this Section has been encroached and not upheld, Employer must notify ViMar NDT of the concern no later than ten (10) days following the date the warranty was allegedly encroached. If ViMar NDT determines that a shortcoming does exist, ViMar NDT will promptly correct the non-conformity.

4.3 Sole Remedies. The remedies stated are the sole remedies, and ViMar NDT’s sole obligation, with respect to the Services and/or Training that fail to comply with the foregoing warranties.

4.4 Disclaimer of Warranties. 

4.4.1 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, ALL SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTY WHATSOEVER. VIMAR NDT EXPRESSLY DISCLAIMS, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF INDUSTRY COMPLIANCE, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NONINFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR KNOWELEGE RETENTION AND MAKES NO WARRANTY THAT SERVICES WILL BE ERROR-FREE.

4.4.2 WITHOUT LIMITING THE FOREGOING DISCLAIMER, CLIENT/CUSTOMER ACKNOWLEDGES AND AGREES THAT (I) VIMAR NDT MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES WITH REGARD TO THE EMPLOYER QUALIFICATION PROGRAM OR PERFORMANCE OF ANY STUDENT/TRAINEE WHOSE SERVICES ARE DEEMED QALIFIED BY THE CLIENT’S/CUSTOMER’S WRITTEN PRACTICE AND/OR QUALIFICATION PROCEDURE, AND (II) UNDER NO CIRCUMSTANCES WILL SUREHAND BE LIABLE TO CLIENT/CUSTOMER OR TO ANY THIRD PARTY FOR ANY ACT OR OMISSION OF A WORKER CANDIDATE, WHETHER BEFORE OR AFTER A WORKER CANDIDATE IS CONTACTED AND/OR RETAINED BY CLIENT/CUSTOMER. CLIENT/CUSTOMER IS SOLELY RESPONSIBLE FOR ANY DECISION TO INVESTIGATE, COMMUNICATE WITH, RECRUIT, HIRE OR DISMISS ANY WORKER CANDIDATE.

5. General Provisions

5.1 Relationship of the Parties. The parties (ViMar NDT & Client/Customer) are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties, unless otherwise agreed upon under contractual Corporate Level-3 obligations and/or services.

5.2 Notices. All notices required to be sent hereunder shall be in writing, addressed to receiving party’s current business contact, if known, with a cc: to the Legal Department of the receiving party, and sent to the party’s address as specified in these Terms, or as updated by either party by written notice. Notices shall be effective upon receipt and shall be deemed to be received as follows: (i) if personally delivered by courier, when delivered; (ii) if mailed by first class mail, or the local equivalent, on the fifth business day after posting with the proper address; or (iii) if sent by email, upon confirmation of transmission.

5.3 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

5.4 Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in full force and effect.

5.5 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign these Terms in their entirety (including any Order Forms), without the consent of the other party, to (i) an Affiliate; or (ii) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Any attempt by a party to assign its rights or obligations under these Terms in breach of this Section shall be void and of no effect. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

5.6 Entire Agreement. This Agreement, including the Order Form, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties are not relying and have not relied on any representations or warranties whatsoever regarding the subject matter of these Terms, express or implied, except for the representations and warranties set forth in these Terms. No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. No terms or conditions set forth on any purchase order, preprinted form or other document shall add to or vary the terms and conditions of these Terms, and all such terms or conditions shall be null and void.

 ViMar NDT Terms and Conditions (For Client/Customer), version 1.5 Effective as of July 10, 2024.