NFW Inspection Company was formed in 1972 as Non-Ferrous Welding Company (Langley) Limited.
The company was started to carry out weld repair of castings for Langley Alloys Limited, on specialist non-ferrous alloys for the Naval, Marine, Oil and Nuclear industries.
In order to carry out the repairs properly, radiography was sub-contracted to other companies, but was brought in-house and a qualified radiographer who had previously worked for Industrial Inspection Ltd was appointed.
Over time, the NDT side of the business grew to include ultrasonic, penetrant and magnetic particle testing Eventually, NDT was by far the largest side of the business and to reflect this we changed our name to NFW Inspection Co Limited.
While we have remained active in carrying out testing for the Naval Defence industry, we now carry out testing using a wide range of methods for many types of customer and materials.
Registered Office: 13 C.R Bates Industrial Estate, Stokenchurch, High Wycombe, Buckinghamshire HP14 3PD
Company registered in England Number 1039065
Standard Terms and Conditions
1. Proposals. All proposals or samples submitted for testing and/or consulting services (the "Services") are subject to acceptance by NFW Inspection Co Ltd. (NFW) in writing. Unless otherwise specified, the Services specified in the Proposal shall be performed by NFW within a reasonable period of time (following receipt of Client´s samples) in accordance with NFW´s customary practices. The Proposal and these Standard Terms and Conditions (with the latter controlling in the event of any inconsistencies with the Proposal) constitute the entire agreement between the parties (the "Agreement") and unless expressly assented to in writing by NFW, terms and conditions different, therefore, are expressly rejected. No course of dealing between the parties hereto shall be deemed to affect or to modify, amend or discharge any provision or term of the Agreement.
2. Specifications. All testing or consulting services rendered by NFW shall be conducted according to the specific test conditions, consulting parameters and specifications (the "Specifications") set forth on the Proposal and in the Report.
3. Report/Results. Client may use and distribute copies of the full Report for the purpose of securing process or product approval from governmental authorities, businesses and industry, traders, engineers, and customers or from accredited standardizing committees and organizations. All partial reproductions, distributions, or disclosures, require prior written consent of NFW. Test results and consultant findings (the "Results") shall only apply to the specific sample tested or consultant service rendered by NFW under the Specifications.
4. Payment. All payments for Testing or Services are due without regard to the Results and notwithstanding any early termination of the Agreement by the Client. The Client further agrees to pay NFW its then customary charge for work performed by NFW and for any work performed in connection with any legal proceeding respecting the Client or its products.
Credit Account Clients - for those Clients with an established credit account, payment shall be due End of month following month of invoice and shall be strictly Net without discount or retention. The due amount shall be payable to the NFW, or to its appointed Agent/Assignment company, as indicated on the appropriate invoice.
Non-Account Clients - for those Clients who do not have an established credit account, payment shall be required prior to release of any results and/or sample material i.e. 7 day invoice. Payment shall be strictly Net and shall not be subject to discount or retention. If the Client requests re-issue of any relevant correspondence to a Third Party, details of which are contrary to initial instructions, the NFW reserves the right to levy an administration fee for amendments to the Q.A. System, Technical correspondence and administration documents.
In the event of cancellation, by the Client, of the NFW's services, the NFW reserves the right to levy fees for costs incurred due to the said cancellation.
In the event of non-payment, by the due date, of an outstanding debt, the NFW reserves the right to levy an interest charge at the rate of 2.5% per month on the total value of the debt. The NFW may also suspend collections, testing of materials, in-situ workings, retain certificates and other documents until settlement of the account has been made in full, irrespective of the debts due payment date.
The right of "Set -Off" shall not exist between the NFW (or appointed Agent/Assignment company) and the Client.
The quoted fees shall be subject to VAT, which shall be levied at the rate current, at the Tax Point date, and shall remain offered for acceptance for a period of 28 days from the date of quotation thereafter fees may be subject to revision.
5. Consulting Services. Client hereby engages NFW as an independent contractor, and not as an employee or agent of Client in connection with the rendering of any testing or consulting Services to the Client. Client hereby acknowledges that it, and not NFW shall be responsible for all final decisions based on the application of the Results or the findings expressed in the Report.
6. Working at Client Premise All laboratory analyses & in-situ workings shall be undertaken subject to the availability of the necessary equipment & personnel and all such activities shall be undertaken subject to appropriate notice being given by the Client to the NFW.
Unless otherwise agreed in writing it shall be the responsibility of the Client to supply the following, without cost to the NFW: -
Setting & marking out of all works before commencement, 3 phase electrical supply (commissioned by Approved Electrician), supply/control of water required to execute the works or alternatively water that may impede the works, removal of related debris, adequate lighting and ventilation, hoisting facilities, scaffolding/tower/staging to allow safe access to the works, protection of existing structures/adjacent buildings and their contents from the effects of undertaking the works, onsite parking facilities. Indemnify the NFW against Claims arising from any non-compliance with the above.
The Client shall be responsible for furnishing the NFW with detailed, accurate site plans, prior to commencement of any in-situ work, showing the location of all services and utilities that may interfere with the proposed in situ workings. The NFW shall not be liable, financially or otherwise, regarding the damage or interruption to the supply of Electricity, Gas, Water, Telephone or any other Services that are encountered or damaged by the NFW during any in-situ workings. This shall deem to include accidental damage on or directly adjacent to the in-situ workings. All such costs, including consequential costs, relating to such damage shall be wholly and directly the Client’s liability.
The Client shall be responsible for delays associated with the Clients material suppliers and any such inability to supply at the requested time. To enable completion of the in-situ workings, within an agreed programme, the NFW requires unobstructed and continuous access. The NFW reserves the right to charge for any such time delays, arising through Client and/or any Client material suppliers delay(s), whether or not in-situ workings are being conducted at the actual time of the site visit.
7. Health and Safety at Clients site The NFW undertakes to comply with the Health and Safety at Work Act. It is conditional to the contract against Claims arising from any non-compliance relating to this Act.
The Client shall be responsible for advising the NFW, in writing, of details relating to samples/specimens which are deemed contaminated or suspected of being contaminated with substances likely to be harmful to the Health, Safety & Welfare of the NFW’s Employees, Sub-Contractors or other such operatives engaged by the NFW in the course of its business.
Should the Client fail to provide Health & Safety equipment deemed necessary by the NFW to effect compliance with this legislation the NFW shall reserve the right to levy a cost, to the Client, for the provision of such equipment so as to provide a practical safe working environment.
8. Samples. Client will provide samples for testing (at Client's expense). The client will collect samples that have been reported on. NFW will hold (awaiting collection) on the clients behalf samples for 15 days after the Report has been issued. After 15 days, NFW will return the samples at Client's expense. Client shall abide by all applicable regulations when shipping samples to NFW. NFW has the right to refuse receipt and/or testing of any shipment that, in NFW´s sole discretion, is hazardous, unsafe, unlawful or has been shipped improperly. Client shall bear associated costs including, but not limited to, identification of sample content, damage incurred by NFW as a result of improper packaging, labelling or omission of documents, return or disposal of materials. NFW define a deviant sample is 'non complaint to the acceptance specification or is obviously physically damaged'
9. Confidential Information. The confidential information, observations and data relating to the businesses and products of NFW and the Client are the property of the respective parties. The parties will not use for their own purposes or disclose to any third party any of such information, observations or data obtained regarding the other party´s business or products without the prior written consent of that party, unless such matters become publicly known other than as a result of the acts of the party seeking to use or disclose such matters.. NFW is entitled to disclose the name of the Client to its customer listing.
Test Results/ Data appertaining to testing conducted by the NFW shall not be divulged by the NFW, to any Third Party without prior consent, in writing, from the Client.
10. Intellectual Property. All testing equipment, methods, designs, concepts, inventions, processes, trade secrets, proprietary information and know-how, uses, and/or applications used or useful in the delivery of the Services, whether patentable or not, are the property of NFW ("NFW Intellectual Property"). Client may not use or register any name, trademark or service mark of NFW or any of their affiliates for any promotion or other purpose, except as provided in paragraph 3, above.
11. Disclaimer of Warranties. NFW has relied on information supplied by the Client in rendering the Tests or Services. The Results assume the accuracy of such information and that the Client is entitled to share such information with NFW. Any information provided by NFW in the Report or in connection with the Services is for the benefit of the Client only and no third party shall be entitled to rely thereon without the prior written consent of NFW.
NFW warrants only that it shall conform the testing or Services to the specifications set forth in the relevant Proposal. Because of numerous factors affecting results, NFW makes no other warranty of any kind with regard to the Testing and Services or the results set forth in the Report, either express or implied. Statements made in the Report or in connection with the Agreement shall not be construed as representations or warranties or as inducements to violate any law, safety code or insurance regulation.
12. Limitation on Liability. Client's right to recover damages caused by the negligence or breach of NFW with respect to any testing or consulting Services shall not exceed the amount actually paid by Client to NFW. NFW will not be liable for any other damages whatsoever arising from or in any way connected to the Services or the Report for any purpose whatsoever. In no event shall NFW be liable for any special, indirect, or incidental or consequential damages of any kind, including without limitation any damages with respect to loss of income, compensation or prospective profits, any expenditures, investments or commitments of the Client, any loss with respect to business reputation or good will, or arising from the claims of third parties (including, without limitation, product liability claims).
Client further agrees to indemnify, hold harmless and defend NFW, its officers, directors, agents, representatives and employees from any and all claims, liabilities, damages, and expenses on account of death or injury to any person or damage to any property, including without limitation, loss of earnings or profits, arising from or in connection with the testing services to be performed hereunder, any omissions in connection with such services or any defect related to a manufactured product where a sample of such product was tested hereunder.
13. Litigation Services. . Client shall notify NFW in writing if any Services to be performed are in support of pending or contemplated litigation and shall further advise NFW of the parties involved in such litigation prior to NFW commencing the requested Services. In the event employees or contractors of NFW are subpoenaed to testify before any tribunal, panel, official, or judicial officer by the Client or by another litigant in connection with the Services, Client shall be responsible to pay NFW its costs plus the usual customary hourly rate for NFW consulting for the time spent to travel, attend and appear to so testify.
14. Non solicitation of Employees. Client agrees not to solicit any employees of NFW, any of its affiliates for employment or hire unless NFW and/or such affiliate shall have first consented to such solicitation in writing.
15. Delay; Excused Non-performance. Performance of the Services by NFW may be delayed or excused when such performance is commercially impossible or impracticable as a result of war, strikes, shortages, weather events, or other causes beyond their reasonable control.
16. Indemnification/Hold Harmless. The Client shall indemnify and hold NFW harmless to the fullest extent permitted by law from any and all damages, expenses, fines, judgements, liabilities, losses and costs, including reasonable attorneys' fees incurred by NFW (a) in connection with or arising from any breach by the Client of the terms of this Agreement, and (b) as a result of any claims, causes of action, suits or legal proceedings brought against NFW and arising out of its delivery of the Services and preparation of the Report contemplated hereunder; provided that the Client shall not be required to indemnify NFW for any claim or cause of action resulting from the gross negligence or wilful misconduct of NFW .
17. Dispute Resolution. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration in London, England, in accordance with the Commercial Arbitration Rules of the England, and judgement upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
18. Governing Law. The Law of England shall apply to all correspondence and to these Standard Terms & Conditions and all subsequent arising thereof.
19. Amendments to Terms and Conditions. The NFW may amend the Terms and Conditions herein at any time and without prior notice of consent.