BOARD OF CONTRACT APPEALS U.S. GOVERNMENT PRINTING OFFICE WASHINGTON, DC 20401 In the Matter of ) ) the Appeal of ) ) IPI GRAPHICS ) Docket No. GPOBCA 04-96 Jacket No. 734-357 ) Purchase Order F-0899 ) For the Appellant: IPI Graphics, Upper Marlboro, MD, by Frederic G. Antoun, Jr., Attorney at Law, Chambersburg, Pennsylvania. For the Respondent: Kerry L. Miller, Esq., Associate General Counsel, U.S. Government Printing Office. Before BERGER, Ad Hoc Chairman. DECISION AND ORDER IPI Graphics (Appellant), 7943 Penn Randall Place, Upper Marlboro, Maryland, timely appealed the January 31, 1996, final decision of Contracting Officer Gary C. Bush of the U.S. Government Printing Office (Respondent or GPO) requiring the Appellant "to take whatever measures are necessary to fulfill this contract so that it is in strict accordance with the contract specifications," Rule 4 File, Tab G,1 which resulted in the Appellant's reprinting of 40,010 pamphlets. The Appellant seeks reimbursement for having to print the pamphlets a second time. For the reasons which follow, the Contracting Officer's decision is AFFIRMED and the appeal is DENIED. I. BACKGROUND 1. On December 18, 1995, the Appellant was awarded a contract (Purchase Order F-0899, Jacket 734-357) by the Respondent's Atlanta Regional Printing Procurement Office to produce the Spanish language version of a Centers for Disease Control (CDC) pamphlet entitled "Voluntary HIV Counseling and Testing." The Appellant was to deliver 40,010 copies of the pamphlet plus another 100 copies for use as camera copy. The contract price was $12,630. Rule 4 File, Tabs A and B. 2. The contract required the Respondent to furnish copy for the publication in the form of electronic media on a Syquest cartridge and also to furnish laser-output in book form (known in the industry as a "dummy.") Stipulation of Facts ¶¶ 2, 3.2 3. The "Proofs" clause of the contract required the Appellant to furnish proofs in the form of "[o]ne set of bookblues" and specified that the "[c]ontractor must not print prior to receiving an 'OK' to print." The Government was to hold the proofs no more than one workday. 4. The Appellant, upon entering into performance, produced the required set of proofs based on what was contained on the Syquest cartridge, and sent it to CDC as required. CDC found that the graphics that were to appear on page 9 of the pamphlet were missing. CDC, using a form (referred to as a proof report) furnished by the Respondent, notified the Respondent that the proofs had been received, that the contractor was to "[r]evise as indicated and proceed" with the revision "due to [c]ontractor's [e]rrors," that the problem was the missing graphics, and to "see dummy for graphics." The form also contained the following handwritten statement: "please fax a copy of page 9, for proofing only with graphics." A fax number was provided. Rule 4 File, Tab C. 5. The Respondent, upon receipt of this form, added the following: "Please fax a copy of page 9 with graphics for proofing only to U.S. Government Printing Office Att: Compliance." A fax number was provided, along with a request that a specific individual be notified of the pending fax. Rule 4 File, Tab C. The form was then sent to the Appellant. 6. The Appellant, using the graphics on the dummy, corrected page 9 and, on January 15, 1996, faxed a copy of the corrected page to both CDC and the Respondent. Stipulation of Facts ¶ 10; Rule 4 File, Tab D. 7. On January 23, the Appellant began to print, and delivered the pamphlets on January 26. 8. On the afternoon of January 26, CDC notified the Respondent by fax that it wanted the lines making up the page 9 graphics to be vertical instead of in the horizontal format that appeared on the dummy. Rule 4 File, Tab E. 9. The Contracting Officer informed the Appellant that it would have to correct the graph, and, following the Appellant's disagreement with the Contracting Officer regarding the Appellant's responsibility for the error, issued a contract modification and final decision directing the Appellant to take the necessary corrective measures. Stipulation of Facts ¶¶ 15, 16. The Appellant, after determining that the most economical way to proceed was to reprint the pamphlets, did so. HT 41, 55-60. The reprinted pamphlets were accepted by the Respondent. Stipulation of Facts ¶ 21. II. DISCUSSION Although the parties devote some time to the question of whether CDC's wanting the graphs to appear with vertical lines was reasonable, the Contracting Officer, upon learning that what the Appellant delivered did not meet CDC's page 9 graph requirements, directed the Appellant to take corrective action because he considered the Appellant to have printed the pamphlets prior to receiving the contractually required "OK to print." HT 91; Rule 4 File, Tab G. Thus, the primary issue presented by this appeal is not whether CDC's graphics requirements were reasonable, but whether the Appellant prematurely printed the pamphlets before it was authorized to do so or whether the Appellant could rely on the instructions it was given to "[r]evise as indicated and proceed" as constituting that authorization. The positions of the parties are simple. The Appellant maintains that it considers the words "revise . . . and proceed" to mean just that-revise in accordance with instructions received after customer review of the proofs and then proceed with the print job. HT 18, 26, 68-69, 77; App.Brf. at 4. It points out that if the customer agency wanted to further review proofs after the Appellant's revision of page 9, it should not have checked the line on the GPO form that states "[r]evise as indicated and proceed." Instead, it should have checked an alternative line on the form that says "[r]evise as indicated and submit a 2nd set of proofs." HT 26, 68-69. In this regard, the Appellant asserts that it did not consider the request for faxing a copy of the revised page 9 to be a requirement for an additional proof submission because in its experience and under the contract a fax is not a proof. HT 31-33; App.Brf. at 4. The Respondent, on the other hand, maintains that the word "proceed" cannot be viewed as an overall "OK to print" in light of the request for a fax "for proofing only with graphics." In this regard, the Contracting Officer testified that on many occasions a second set of proofs is requested for only a portion of the entire publication and that requests "for a proof to be faxed" are made "quite frequently." HT 82-83. Relying on principles of contract interpretation, the Respondent argues that the Appellant's position must fail because it focuses solely on the word "proceed" and ignores the requirement for faxing the revised page 9. The Respondent states that when all the words involved are read together, they constitute an instruction to the Appellant to proceed with production except for page 9, which required a further round of proofing. HT 104-105; Resp.Brf. at 6. There is no dispute about the requirement for an "OK to print" as a condition precedent to the Appellant's right to proceed with the work. As the Board has previously observed, the Respondent's contract language in this regard is very clear-a contractor is not authorized to print until told to do so by receipt of an "OK to print." McDonald & Eudy Printers, Inc., GPOBCA 25-92 (April 11, 1994), slip op. at 22-23, 1994 WL 275093; see The George Marr Co., GPOBCA 31-94 (April 23, 1996), slip op. at 48-52, 1996 WL 273662. The Respondent imposes this strict requirement because it reserves the right to make changes to its requirements after it receives proofs, The George Marr Co., supra, at 48-51; McDonald & Eudy Printers, Inc., supra, at 23, and because it uses the "OK to print" on a proof as a quality assurance device to "set 'the standard by which the quality of performance will be measured.'" Fry Communications, Inc., GPOBCA 30-94 (March 30, 1998), slip op. at 5, 1998 WL ______ (quoting The George Marr Co., supra, at 45). Accordingly, the Board and its predecessor panels3 have consistently held that the contractor which prints in advance of receiving the required "OK to print" must bear the consequences of so proceeding. Fry Communications, Inc., supra, at 9; Swanson Printing Co., GPOBCA 27-94, 27A-94 (November 18, 1996), slip op. at 25, 1996 WL 812958; The George Marr Co., supra, at 54; McDonald & Eudy Printers, Inc., supra, at 21-22; Serigraphic Arts, Inc., GPOCAB 22-79 (May 8, 1980), slip op. at 7-8, 1980 WL 81264. This is so even where the Government's unwillingness to accept the final product is due not to any production error of the contractor's but to the Government's own initial error or change of mind. See McDonald & Eudy Printers, Inc., supra (incorrect camera copy furnished to contractor); Serigraphic Arts, Inc., supra (agency changed its color requirements after it received proofs from the contractor); see also The George Marr Co., supra (Government failed to return proofs to contractor in timely fashion because it was going to make changes/author alterations to the original requirements). In light of the crucial role played by the "OK to print" authorization in the performance of contracts for printing services, the Board has not readily agreed with contractor assertions that the Respondent in effect waived its right to issue an "OK to print" or issued such an authorization before it had seen all required proofs. In The George Marr Co., supra, the contractor argued that it had the right to proceed when the Respondent took longer than the contractually-specified time to review and return proofs; the Board rejected that argument as contrary to the clear meaning of the contract. In Fry Communications, Inc., supra, the contractor, in response to a requirement for both bluelines and a cromalin or equal proof, furnished bluelines and a match print that the customer agency denied receiving. The agency approved the bluelines and the contractor, regarding the approval as encompassing the match print as well, proceeded to print and deliver. The Board held that the approval received did not free the contractor to print because the match print that allegedly was furnished could not reasonably be considered the equivalent of the required cromalin or equal proof and therefore the contractor, since it had never furnished one of the required proofs, could not consider approval of the bluelines to be an "OK to print" authorization. See also Swanson Printing Co., supra, where proofs were approved but the contractor was asked to wait a few days for an "OK to print" and apparently printed prior to receipt of that authorization. Here, as in Fry Communications, Inc., supra, the Board is called upon to determine that the Respondent authorized printing despite the fact that it had yet to see a proof showing what the final product would look like. Once again, however, the Board finds that the circumstances do not permit that conclusion. The Board recognizes that the pre-printed portion of the Respondent's proof report form, with its three choices ("OK as is. Proceed."; "Revise as indicated and proceed."; "Revise as indicated and submit a 2nd set of proofs."), authorizes the contractor, when the second choice is checked, to proceed with printing even though the Respondent will not have seen a proof of the requested revision. The Board agrees with the Respondent, however, that the pre-printed language cannot be read in a vacuum, but must be read together with the words that were added to the form by both DOE and the Respondent. See generally John Cibinic, Jr., and Ralph C. Nash, Jr., Administration of Government Contracts 156 (Third ed. 1995) (all parts of a writing should be read and interpreted together); The George Marr Co., supra, at 43. These words request the Appellant to fax a copy of the revised page 9 "for proofing." There is nothing unclear or ambiguous about this phrase-the Respondent wanted a faxed copy of the revised page 9 so that it could proof it, i.e., examine it with the graphics added. The Appellant's witnesses have not offered a contrary interpretation for the phrase-when asked why he thought CDC wanted a copy of page 9 faxed to it, the Appellant's first witness said: "To take a look at it, I guess. I don't know why." HT 27. He also stated that he thought CDC wanted the fax for "whatever their purposes are," but concurred with the statement that "proofs are used for proofing purposes." HT 50. The Appellant's other witness testified that he was not confused about the instructions he had received and had no questions about them, HT 68-69, but offered no explanation for what he thought the words "for proofing" meant. In the Board's view, when the form is read in its entirety, including the words added by CDC and the Respondent, it can only be read as authorizing the Appellant to proceed in general but subject to a requirement for submitting a further proof of page 9, by fax, after its revision to include the graphics initially omitted, and obtaining approval. See Queens Lithographing Corp., GPOCAB (March 30, 1979), slip op., 1979 WL 28897 (purpose of submitting proofs is to obtain approval for printing), quoted in Digimatics, Inc., GPOBCA 07-96 (September 18, 1997), slip op. at 17, 1997 WL 742504. In its brief, the Appellant argues that the form should not be read this way for two reasons: (1) "GPO's own actions indicate that no second proofing cycle was contemplated," and (2) a fax cannot, under this contract, be a proof. App.Brf. at 4. The Board is not persuaded by these arguments. The Appellant's first argument is based on the "failure of GPO or CDC to make any response to IPI regarding the fax of Page 9 sent . . . on January 15, 1996" prior to receipt of the finished printed product on January 26 and the failure of those agencies to ever furnish a proof report in response to the fax. App.Brf. at 4. The unexplained failure of these two agencies to react more expeditiously to the January 15 fax is certainly not an inspiring example of how the contract administration process should work, particularly here where the contract provided for holding proofs for a maximum of one workday and the fact that a copy of the revised page was to be sent by fax suggested at least the possibility that there was a certain urgency about the matter.4 See Brazos Roofing, Inc., B-275113, Jan. 23, 1997, 97-1 CPD ¶ 43. Nonetheless, the clear requirement for a fax "for proofing" cannot be defeated by the agencies' delay in reacting to the fax. As the Board held in The George Marr Co., supra, the Respondent's right to review a proof and issue or withhold an "OK to print" is not extinguished by the Respondent's failure to react to a proof within the time frame specified by the contract. The delay entitles the contractor to an automatic extension of the contract delivery date under the "Notice of Compliance With Schedules" clause, GPO Contract Terms, Solicitation Provisions, Supplemental Specifications, and Contract Clauses, GPO Pub. 310-2 (Rev. 9-88), Contract Clauses, ¶ 12; The George Marr Co., supra, at 52, and perhaps an equitable adjustment, The George Marr Co., supra, at 47 n.37, but does not have the effect of eliminating the requirement itself.5 Thus, the fact that CDC/GPO did not respond until after the Appellant had gone ahead with printing and delivering the pamphlets does not indicate that the fax requirement was not a proof requirement. With respect to the proof report, the Appellant points out that when CDC and GPO finally reacted on January 26, they did not furnish the normal proof report, relying instead on telephone calls and an "informal fax" to point out the problem with the graphics and to request, again by fax, a corrected page 9. Rule 4 File, Tab E. The Appellant contrasts this with what happened next: the Appellant treated the fax request as one for a proof and when faxing the again-corrected page 9 to GPO requested GPO to "proof this page and fax back with OK a.s.a.p." In response, it received back a proof report checked "OK as is. Proceed." Rule 4 File, Tab L. The Appellant asserts that the existence of this "proofing cycle" for the first set of proofs and for the final revision but not for the January 15 revision shows that the Respondent did not consider the January 15 fax to be a proof. This argument, based on the assumption that any time a proof is submitted a proof report in the format that was used initially must be used and that if such a form is not used what was submitted must not have been a proof, is not convincing. First, whether "proof" is described simply as "a copy . . . made for examination or correction," Merriam Webster's Collegiate Dictionary (10th ed. 1996), or more elaborately as "[a]ny early copy of to-be-reproduced material produced as a means of checking for typos or other similar errors, as well as positional errors, layout problems, and color aspects, The GATF Encyclopedia of Graphic Communications 649 (Graphic Arts Technical Foundation 1998), it is clear that something is a proof if it is a copy of something that is to be checked or examined to determine if there is a need for correction. That function cannot be vitiated by the format of the response-all that is required of the response is that approval or the need for correction be communicated back. Second, the Board is unaware of any GPO requirement that the proof report used to respond to the Appellant's submission of "bookblues" be used in all cases as the vehicle for issuing an "OK to print." The Respondent's Printing Procurement Regulation, GPO Pub. 305.3 (Rev. 10-90), which includes dozens of forms, contains no proof report form and no requirement that any particular proof report form be used. Moreover, in other circumstances the Respondent has made it clear that it does indeed use various other vehicles for approving proofs and issuing an "OK to print." See Fry Communications, Inc., supra, at 3 (contract advised that the "OK to print" normally would be "a notation on the proofs returned"; the Respondent in fact gave proof approval on a form furnished by the contractor). While the Contracting Officer testified that the form used initially in this case is a "standard" form, HT 84, and is a "GPO-wide form," HT 138, he did not say that it is used in all instances. He testified, with respect to the revised page 9 faxed to CDC on January 15, only that GPO, upon receiving an "answer" from CDC as to whether page 9 was correct or needed modification, would "pass" CDC's response to the contractor. HT 88. The only "standard practice" he identified is that the response would be in writing. HT 94. That written response ultimately was provided in the form of what the Appellant describes as the "informal fax." Third, the Board is not willing to ascribe particular significance to the Respondent's use of the proof report form to respond to the final page 9 revision since in light of what had just transpired between the Respondent and the Appellant it is not surprising that the Respondent reverted to the use of that form. The fact that it did not use that form to respond to the January 15 fax simply does not establish that the January 15 fax was not or was not considered by the Respondent to be a proof. Finally, the Appellant asserts that a fax cannot be a proof because the contract calls only for "bookblues" as proofs. This assertion, of course, is inconsistent with the Appellant's position that the copy of the final revision to page 9 that it faxed to the Respondent was a proof for which it wanted an "okay" by return fax. It also ignores what a fax (facsimile) actually is-"an exact copy." Merriam Webster's Collegiate Dictionary, supra. In other words, a faxed proof is not a distinct, separate kind of proof (as is a cromalin, Dylux, etc.), but merely an exact copy of something that is a proof. While a faxed proof obviously could not satisfy all proof requirements (such as where various aspects of color printing are to be examined, see Fry Communications, Inc., supra), the Board is aware of no reason why a faxed copy of the kind of proof required in this case could not satisfy the purpose for which the proof was intended. With the development and growth of facsimile technology the use of facsimile copies of all kinds of documents has become widely accepted. As one court stated, facsimile transmission is "overwhelmingly the method of choice for the transmission of documents in today's world." Calabrese v. Springer Personnel of New York, 534 N.Y.S. 2d 83 (N.Y. Civ. Ct. 1988). In the Government contracting arena, the Executive Branch's Federal Acquisition Regulation (FAR) recognizes its utility and authorizes contracting officers to provide for its use, see FAR §§ 2.101 (definition of facsimile), 14.202-7, 15.203(d), and the Comptroller General has observed that "in federal government contracting, facsimile documents are recognized as legitimate methods of communication and notice." American Medequip-Recon., B-259474.3, Feb. 2, 1995, 96-1 CPD ¶ 173; see also Cessna Aircraft Co., ASBCA 43196, 96-1 BCA ¶ 27,966 at 139,697. It is also clear from the record that both the Contracting Officer and the Appellant often rely on faxing. See, e.g., HT 83-84; Rule 4 File, Tab K. In short, the Board considers a faxed proof under the circumstances here-where a color proof was not required and the parties were not geographically close (the Appellant is located in Maryland while CDC and the Contracting Officer are in Georgia)-to be consistent with modern business practice and, in the absence of a contract provision or regulation prohibiting its use, consistent with the terms of the contract. The Appellant makes an additional argument-that the Contracting Officer improperly rejected the first printing without determining that the product was rejectable simply because the Appellant did not wait for the "OK to print." The Appellant states that GPO in effect "punished" the Appellant for so doing even though nothing authorizes GPO to treat a contractor's proceeding without an "OK to print" as "punishable by rejection of the product." App.Brf. at 6. According to the Appellant, the rule here should be the same as it is where an agency makes material changes on a proof but the contractor fails to incorporate them into the final product-rejection is appropriate, the Appellant states, only if the final product deviated sufficiently from the revised requirements to warrant rejection. The Appellant states that what is missing here is a determination by the Contracting Officer of the extent to which the pamphlets as originally printed materially deviated from what CDC wanted. The Appellant sees no material difference. The Board again is not persuaded by the Appellant's argument . This is not a case where a contractor delivered a product meeting all specification requirements but is being "punished" because it printed prematurely, before receiving the "OK" to do so. Inherent in the Contracting Officer's final decision here is his determination that the prematurely-printed product delivered by the Appellant was not in compliance with the specifications and did not meet the requirements of the customer agency. See Big Red Enterprises, GPOBCA 07-93 (August 30, 1996), slip op. at 28, 1996 WL 812960. Thus, the Contracting Officer was not "punishing" the Appellant for printing prior to receipt of an "OK to print" authorization; he was reacting to the Appellant's failure to furnish a conforming product to the customer agency. The customer agency requirements, as ultimately specified, included the use of vertical rather than horizontal lines in the graphics display on page 9 of the pamphlets. What the Appellant initially furnished did not comply with this requirement. Despite the Appellant's suggestion that there is no logical difference in what is displayed by the graphics regardless of the direction of the lines used, it is not disputed that CDC believed the graphs should have vertical lines6 and wanted the graphs in its pamphlets to so appear. This is a matter solely within the prerogative of the Government-it is not for a contractor to determine that a Government agency's requirement is something different from what the agency specifies. See, e.g., 53 Comp. Gen. 270 (1973). Although CDC made the vertical lines requirement known rather belatedly, under the contract it had the right to do so at any time prior to the contractor's receiving the "OK to print," and once it did so the contractor's obligation was to print in accordance with that requirement. While the Respondent has the discretion to accept a deviating product with a discount to the contract price, see Fry Communications, Inc., supra; GPO Contract Terms, Quality Assurance Through Attributes Program, GPO Pub. 310.1, effective May 1979 (rev. December 1992), the Respondent also is entitled to require strict compliance with contract specification requirements, Shepard Printing, GPOBCA 23-92 (April 29, 1993), slip op. at 19, 1993 WL 526848, and cases cited therein, and therefore, upon receipt of a nonconforming product, may either default the contractor (if the defect is major), see B.P. Printing and Office Supplies, GPOBCA 22-91 (February 5, 1993), slip op., 1993 WL 311371, or require correction (through reprinting, if necessary) of the deviating product, see, e.g., Digimatics, Inc., supra; McDonald & Eudy Printers, Inc., supra; Shepard Printing, supra, and default the contractor if timely correction does not then occur. See, e.g., Big Red Enterprises, supra; Shepard Printing, supra; Univex International, GPOBCA 23-90 (July 31, 1995), slip op., 1995 WL 488438; Sterling Printing, Inc., GPOBCA 20-89 (March 28, 1994), slip op., 1994 WL 275104. The Board also notes that the Appellant's argument would shift the risk that the contract as written places on the Appellant. As discussed in this decision, one of the reasons for the "do not print without an OK" requirement in the Respondent's contracts is to allow the Government to correct its own errors or change its mind about what it wants before final printing takes place so that it does not have to pay for printing more than once. This requirement, while also benefiting the contractor by protecting it from increased costs that result when the Government makes changes to its original printing requirements after it receives and reviews proofs, McDonald & Eudy Printers, Inc., supra, at 23, places the risk of premature printing on the contractor. The Appellant's argument would shift that risk to the Government, at least in some circumstances, by effectively stripping the Government of its contractual right to change what it wants in the way of a final printed product without having to pay for a reprinting. In other words, to accept the Appellant's argument would involve rewriting the contract. As the Board has stated before, it is not empowered to rewrite the Respondent's contracts. McDonald & Eudy Printers, Inc., supra at 23; Olympic Graphic Systems, GPOBCA 01-92 (September 13, 1996), slip op. at 36-37, 1996 WL 812957. Finally, the Appellant asserts that it is entitled to be paid for the first printing (at the contract price less certain savings realized during the second printing) because the Respondent did not give the Appellant the opportunity to remove the first printing from CDC's warehouse before the pamphlets were destroyed. The Appellant states that the pamphlets as printed, even though of no value to the Government, had value to it because they could have been distributed or sold to other companies or state governments with an interest in the subject matter of the pamphlets. According to a declaration in the record from an employee of CDC's National AIDS Clearinghouse contractor, the first printing of the pamphlets was inadvertently sent for recycling in February 1996 after the Appellant delivered the second printing. The Government's rejection and temporary custody of supplies furnished under a contract may give rise to a bailment, which, under common law principles, obligates the Government, while it is a bailee, to exercise reasonable and ordinary care with respect to those supplies. Noodles by Leonardo, Inc, AGBCA 85-226-3, 85-3 BCA ¶ 18,488; see Manufactured Housing Services, Inc., ASBCA 41269 et al., 92-3 BCA ¶ 25,159, aff'd as modified, 93-2 BCA ¶ 25,578. Where, however, the contract establishes the rights, duties, and obligations of the parties with respect to the rejected items, the contract is controlling. Wyodak Enterprises, Inc., VABCA 3678, 3740, and 3808, 95-1 BCA ¶ 27,493; H.N. Bailey & Assocs., ASBCA 29298, 87-2 BCA ¶ 19,763; FMC Corp., ASBCA 23135, 80-2 BCA ¶ 14,634 The "Inspection and Tests" clause of the contract, GPO Contract Terms, Solicitation Provisions, Supplemental Specifications, and Contract Clauses, Contract Clauses, ¶ 14, GPO Pub. 310.2, effective December 1, 1987 (rev. 9-88), provides that the Government "may reject nonconforming supplies with or without disposition instructions" (subparagraph (f)), that the contractor "shall, promptly after notice, remove supplies rejected or required to be corrected" (subparagraph (g)), and that if the contractor "fails to promptly remove, replace, or correct rejected supplies that are required to be removed or to be replaced or corrected," the Government may either remove, replace or correct the items and charge the cost to the contractor, or terminate the contract for default (subparagraph (h)). The Respondent, upon rejecting the first printing, did not explicitly direct the Appellant to remove the defective product or advise it that the pamphlets would be destroyed unless it directed otherwise, as it has done in some cases. See, e.g., Buse Printing & Advertising, Inc., GPOBCA 6-89 (April 5, 1990), slip op. at 5, 1990 WL 454984; Mid-American Business Forms Corp., GPOBCA 8-87 (December 30, 1988), slip op. at 4, 1988 WL 363330; see also Paper Corp. of United States, GSBCA 4871, 77-2 BCA ¶ 12,855 (Government rejected shipment of paper and requested shipping instructions). The Contracting Officer here directed the Appellant to "take whatever measures are necessary to fulfill this contract so that it is in strict accordance with the contract specifications," to correct page 9 "as indicated by the returned proof," and to make delivery of the corrected product by February 14, 1996. The Appellant asserts that under these circumstances the Government had no right to remove the pamphlets because the required "Notice" was not first given to the Appellant. The Appellant misconstrues the notice requirement of the "Inspection and Tests" clause. Subparagraph (f) of the clause gives the Respondent the right to reject or require correction of nonconforming supplies, and to reject such supplies "with or without disposition instructions." Subparagraph (g) then provides that the contractor shall, "promptly after notice, remove supplies rejected or required to be corrected." When these subparagraphs are read together, it is clear that the "notice" pertains to rejection of the supplies and not to the requirement to remove them. First, it is imperative that the Respondent give notice to the contractor whenever it rejects supplies as nonconforming-the Government's right to reject nonconforming supplies is meaningless unless it notifies the contractor of the rejection, and the Government's remedies normally available upon rejection may be lost if that notice is not provided in a timely fashion. See John Cosgrove McBride and Thomas J. Touhey, Government Contracts, § 27.80 (Rev. 1998) and cases discussed therein. Second, as set forth in subparagraph (f), disposition instructions are not required to be a part of or to accompany rejection. Thus, while rejection requires notice, removal does not. Rather, under the clause, the removal requirement is automatic-if the contractor is notified that the supplies are rejected, the contractor is to remove them. Similarly, if the contractor is notified that it is to correct the supplies, the contractor is to remove them (unless the Respondent authorizes "correction in place" pursuant to other language in subparagraph (g)). The "promptly after notice" phrase in subparagraph (g) does not impose a separate requirement for a notification to remove-when read in conjunction with the rest of the clause, it simply establishes the framework for measuring whether the contractor acts promptly to remove, replace, or correct nonconforming supplies and therefore whether the Respondent, under subparagraph (h), can itself remove, replace, or correct and charge the contractor for the cost of doing so. Accordingly, once the Appellant received notice of the rejection and required correction, it was required by the "Inspection and Tests" clause to promptly remove the pamphlets and correct them. Although the Appellant decided that the appropriate way to correct the pamphlets was to reprint them and then proceeded to do so, it did nothing to effect removal of the defective pamphlets either at the time it received the notice or when it delivered the reprinted pamphlets on February 14. In fact, insofar as the record shows, it was not until May 29 that the Appellant, through its counsel, corresponded with the Respondent to "confirm" that the first printing was being stored and to advise that the Appellant "remains ready, willing and able to pick up the rejected first printing and store it pending disposition of the appeal." App.Brf., Ex. A. In brief, it was the Appellant's responsibility to arrange for removal of the rejected items. While the Respondent was obliged to exercise ordinary care while it was in possession of the items, it was not required to retain possession indefinitely. See Total Printing Services, GPOCAB 6-83 (November 4, 1983), slip op., 1983 WL 135373 (Government disposed of defective books when contractor had not picked up the books three weeks after rejection). Under the contract, it had the right to remove the pamphlets if the Appellant did not act promptly to remove them. Although the destruction of the pamphlets was accidental rather than intentional in this case, it occurred more than two weeks after the pamphlets had been rejected and after the Appellant delivered reprinted pamphlets without making any arrangements for picking up the defective shipment. Moreover, the Appellant, although unaware of the inadvertent destruction, made no effort to remove the pamphlets in the ensuing months. Under the circumstances, the Board views the Appellant as having been remiss in its contractual duty to promptly remove the pamphlets from the CDC facility; that being so, the Respondent had a proper basis under the contract for effecting removal itself, and its actions do not entitle the Appellant to payment for the first printing of the pamphlet.7 III. ORDER For the foregoing reasons, the Contracting Officer's decision is AFFIRMED and the appeal is DENIED. It is so Ordered. April 9, 1998 Ronald Berger Ad Hoc Chairman GPO Board of Contract Appeals _______________ 1 The Contracting Officer's appeal file, assembled pursuant to Rule 4 of the Board's Rules of Practice and Procedure, was delivered to the Board on April 1, 1996. It will be referred to as the Rule 4 File, with an appropriate Tab letter also indicated. The Rule 4 File originally consisted of 12 tabs identified as Tabs A through L. At the Appellant's request, Tab M was added at a prehearing conference held on October 25, 1996. Summary Report of Prehearing Conference dated January 27, 1997, at 2 n.1. 2 The record in this case, in addition to the Rule 4 File, consists of the Complaint, Answer, a Stipulation of Facts, Respondent's Brief (hereafter Resp.Brf.), Appellant's Brief (hereafter App.Brf.), Appellant's Reply Memorandum, and the Hearing Transcript (hereafter HT) of the hearing held in this matter on January 28, 1997. 3 Prior to the creation of the Board in 1984, ad hoc panels heard and decided disputes between GPO and its contractors. The Board cites the decisions of these ad hoc panels as GPOCAB. See Rose Printing, Inc., GPOBCA 32-95 (December 16, 1996), slip op. at 27, n.28, 1996 WL 812880. 4The Contracting Officer testified that once he knew that the fax was in the hands of CDC, it was GPO's job to "wait on an answer from CDC as to whether or not page 9 was correct or needed to be modified." HT 88. He stated that agencies sometimes "hold proofs for days beyond the hold time" and "it wasn't something out of the norm for CDC to overhold the proof," HT 142, but did not explain why it was reasonable in this case for GPO to wait several days for a CDC response, stating only that he didn't know "the atmosphere at CDC, the person who was responsible for reviewing this proof," who "could have very well been off." HT 119. There is no explanation for the delay from CDC. 5 In other contexts Government delay or inaction can result in a constructive change. See, e.g., Altman Carpentry, Inc., HUDBCA 77-217-C16, 81-2 BCA ¶ 15, 414 (failure to respond to contractor notice that site was not as it was supposed to be). 6 The Respondent suggests that the direction of the lines is important and offers an explanation as to how the graphs could be misleading with horizontal rather than vertical lines. Resp.Brf. at 12-13. 7 The Board notes that even if it had resolved this issue in the Appellant's favor the Appellant's entitlement to any particular payment has not been established on this record as the Appellant offered no evidence to support its assertions regarding the marketability and value of the rejected pamphlets.