_______________________ DENIED: March 26, 1993 _______________________ GSBCA 11705 WILMER MANUFACTURING COMPANY, Appellant, v. GENERAL SERVICES ADMINISTRATION, Respondent. Ruth A. Lombard, President of Wilmer Manufacturing Company, Beltsville, MD, appearing for Appellant. Wendy Nevett Bazil and Tenley A. Carp, Office of General Counsel, General Services Administration, Washington, DC, counsel for Respondent. Before Board Judges DEVINE, VERGILIO, and DeGRAFF. DeGRAFF, Board Judge. Appellant, Wilmer Manufacturing Company (Wilmer), appeals the decision of respondent's contracting officer terminating for default Wilmer's right to perform a contract for the supply of garbage can holders. A hearing was held on July 21, 1992.[foot #] 1 Respondent has established that its termination for default of Wilmer's right to perform was proper; therefore, the Board denies the appeal. Findings of Fact 1. On May 4, 1990, respondent, the General Services Administration (GSA), issued solicitation 7FXG-A3-90-7217-S, which requested sealed bids for the supply of garbage can stands, ----------- FOOTNOTE BEGINS --------- [foot #] 1 Judge Devine conducted the hearing. The case was assigned to Judge DeGraff on January 19, 1993. ----------- FOOTNOTE ENDS ----------- holders, and covers. Appeal File, Exhibit 1; Respondent's Exhibit 2. 2. On September 11, 1990, GSA awarded contract GS-07F- 42180 to Wilmer. The contract required Wilmer to provide two types of garbage can holders. Appeal File, Exhibit 1. 3. Clause A-FSS-23 of Section A of the contract incorporates by reference GSA Form 3507, GSA Supply Contract Clauses. GSA Form 3507 contains Federal Acquisition Regulation paragraph 52.249-8, Default, which provides: (a)(1) The Government may . . . by written notice of default to the Contractor, terminate this contract in whole or in part if the Contractor fails to -- (i) Deliver the supplies or to perform the services within the time specified in this contract or any extension; (ii) Make progress, so as to endanger performance of this contract (but see subparagraph (a)(2) below); or (iii) Perform any of the other provisions of this contract (but see subparagraph (a)(2) below). (2) The Government's right to terminate this contract under subdivisions (1)(ii) and (1)(iii) above, may be exercised if the Contractor does not cure such failure within 10 days (or more if authorized in writing by the Contracting Officer) after receipt of the notice from the Contracting Officer specifying the failure. 48 CFR 52.249-8 (1984). 4. Section B of the contract contains the following terms: Holder, Can, Garbage: Shall be in accordance with Commercial Item Description [(CID)] A-A-674 dated May 1, 1980. Exception to the CID: Delete the "Certification" paragraph. Palletization: The shipping containers shall be palletized on 48 inch length x 40 inch width, general purpose . . . wooden pallets. . . . As a minimum, the top load carrying deck shall consist of seven (7) equally spaced deck boards and the bottom load bearing deck shall consist of five (5) deck boards. The minimum acceptable dimensions for the deck boards shall be 3/4 inch in thickness and 3-1/2 inches in width. The pallet stringers shall be 1-1/2 inches in width x 3-1/2 inches in height minimum. The palletized load shall not exceed 2500 pounds in weight. Appeal File, Exhibit 1. 5. Section E of the contract contains the following terms: (a) Inspection system and inspection facilities. (1) The inspection system maintained by the Contractor under the Inspection of Supplies -- Fixed Price clause (FAR 52.246-2) of this contract shall be maintained throughout the contract period and shall comply with all requirements of Federal Standard 368. . . . . . . . (d) Quality deficiencies. . . . . (2) If . . . deficiencies in either plant quality of [(sic)] process controls are found, the Contractor may be issued a Quality Deficiency Notice (QDN). Upon receipt of a QDN, the Contractor shall take immediate corrective action and shall suspend shipment of the supplies covered by the QDN until such time as corrective action has been completed. The Contractor shall notify the GSA quality assurance office, within 5 workdays, of corrective action taken or to be taken to permit onsite verification by a Government representative. . . . Failure to complete corrective action in a timely manner may result in termination of this contract. (3) This contract may be terminated for default if subsequent Government inspection discloses that plant quality or process controls are not being maintained, supplies which do not meet the requirements of the specification are being shipped, or there is a failure to comply with any other requirement of this clause. Appeal File, Exhibit 1. 6. Clause F-FSS-260-A of Section F of the contract provides, "Delivery is required to be made at destination within 60 calendar days after receipt of order." Appeal File, Exhibit 1. 7. As stated above, Section B of the contract requires the garbage can holders to conform to Commercial Item Description A- A-674. Finding 4. The Commercial Item Description provides that, when installed in accordance with the manufacturer's instructions, the garbage can holders had to meet certain stability requirements. Respondent's Exhibit 3. 8. Also as stated above, Section B of the contract deletes the following paragraph from Commercial Item Description A-A-674: Certification. The contractor shall certify that the product offered meets the salient characteristics of this description, and that the product conforms to the producer's own drawings, specifications, standards and quality assurance practices and is the same product offered for sale in the commercial marketplace. The Government reserves the right to require proof of such conformance prior to first delivery and thereafter as may be otherwise provided for under the provisions of the contract. Respondent's Exhibit 3. 9. As stated above, Section E of the contract requires that Wilmer's inspection system comply with Federal Standard 368 and that the inspection system be maintained throughout the course of the contract. Finding 5. 10. Federal Standard 368 is titled "Quality Control System Requirements," and contains the following terms: 1. SCOPE. This standard establishes minimum requirements for a quality control system to be provided and maintained by a contractor under Government contract for furnishing supplies or services. The contractor's quality control system shall include the methods, procedures, controls, records, and maintenance of the system to provide verification of product compliance with contract requirements. The extent of this system shall depend on the complexity of the item under contract. A written description of this system shall be prepared by the contractor and shall be available to the Government. . . . . 4. REQUIREMENTS. The contractor shall provide and maintain a documented quality control system. . . . It shall be available for review by the Government prior to the start of production and during the life of the contract. 5. DETAILED REQUIREMENTS. 5.1 The contractor shall perform all examinations and tests to substantiate conformance to specifications . . . before offering to the Government for acceptance. 5.2.1 Personnel performing quality control functions shall be identified and given sufficient well-defined responsibility, authority, and the organizational freedom to identify and evaluate quality problems, and to initiate, recommend, or provide solutions. . . . . 5.4.1 The contractor shall have all measuring and testing equipment required to perform testing for all characteristics called for in the contract. . . . 5.4.2 Measuring devices, test equipment, gages, jigs, fixtures, shall be inspected at scheduled intervals against specified, certified, or otherwise valid means to ensure continued accuracy. . . . . 5.7 Records. The contractor shall maintain quality control records in sufficient detail to establish evidence that . . . the required examinations and tests have been properly performed. . . . These records shall be available for review by the Government representative and copies of individual records shall be furnished him upon request. 5.7.1 Records shall cover receiving inspection, calibration of test equipment, in-process inspection, and end-product inspection. The records shall include data on both conforming and nonconforming product, or services, and show inspector's or analyst's name. . . . . 5.10 Written procedures. The contractor shall maintain a current written quality control procedure. This procedure, and all changes thereto, shall be available to the Government representative. It shall describe the administration of the quality control system in use and list authorized names and titles for Government contracts. It shall include: a. An organization chart which clearly depicts the place of quality control function. b. Persons performing quality control functions, their responsibilities, and authority in dealing with the Government on contracts. c. A flow chart of production. d. Inspection stations, inspection procedures, test methods, 100 percent inspection, statistical techniques, formation of lots, lot sizes, collection of samples, sample sizes, frequency of sampling, acceptance/rejection criteria, identification of lots, segregation of lots, disposition of rejected lots, corrective action, and procedure for recording results of inspection. e. Calibration of equipment, frequency, procedures, traceability to standards and records. f. Samples of quality control forms, tags, charts, labels, and any other written matter used to control quality. Appeal File, Exhibit 13. 11. A few days before Wilmer's period of performance began, a GSA contract specialist sent a letter to Wilmer. The letter reminds Wilmer that delivery would be required within sixty days after Wilmer received a purchase order from GSA. The letter states that Wilmer's right to perform could be terminated for default if Wilmer failed to make timely deliveries. The letter also explains that, if Wilmer experienced an excusable delay in delivery, Wilmer needed to request an extension of time within which to perform. Appeal File, Exhibit 4. 12. On February 13, 1991, an agency quality assurance specialist, Mr. Martin, inspected two lots of garbage can holders. The lots failed to meet the palletization requirements of the contract. Instead of 40 by 48-inch pallets with seven equally-spaced top deck boards and five bottom load-bearing deck boards, the pallets presented by Wilmer were 35 by 46 inches and consisted of fiberboard over three bottom deck boards. There were no top deck boards. Appeal File, Exhibit 5; Transcript at 24. Mr. Martin also requested Wilmer's scale calibration records; Wilmer had no records. Transcript at 27. 13. On February 13, 1991, Mr. Martin sent a quality deficiency notice to Wilmer. The notice states that Wilmer's quality control system was not adequate to prevent shipment of nonconforming material; that the material inspected did not meet the palletization requirements; and that Wilmer had no calibrated scale to verify the weight of the material being shipped. The notice states that "failure to take acceptable corrective action on time may result in termination of your right to proceed with this contract. . . . Please provide a written response of correction action taken or to be taken . . . within 5 workdays after receiving this notice." Appeal File, Exhibit 5. 14. On February 15, 1991, Wilmer contacted Mr. Martin and stated that it had obtained pallets which met the requirements of the contract and advised that Wilmer was ready to be reinspected. Mr. Martin conducted the reinspection on February 19, 1991, and found that the pallets did not meet the requirements of the contract because the deck boards were 1/2-inch thick instead of the minimum 3/4-inch thick required by the contract. Appeal File, Exhibits 1, 6. 15. Sometime in February 1991, Mr. Martin asked Wilmer for a copy of its work flow chart. Wilmer did not provide Mr. Martin with a copy of its chart. Transcript at 37-38. 16. During his visits to Wilmer's plant during the first few months after the contract was awarded, Mr. Martin noted that Wilmer did not have any one person consistently in charge of quality control. Although Mr. Martin requested Wilmer's quality control manual, he never received it. He also requested inspection records, which Wilmer sometimes had available. Transcript at 30-31. 17. On March 13, 1991, in an internal memorandum, Mr. Martin noted that Wilmer had no quality control inspectors, no current written quality control procedure, and no calibration records for its scale. He also noted that inspection reports were not signed. Appeal File, Exhibit 10. 18. When Wilmer did not provide GSA with a written response to the quality deficiency notice dated February 13, 1991, GSA representatives made several attempts to contact Wilmer to discuss the notice. Appeal File, Exhibits 7-9. After receiving no response from Wilmer, on March 13, 1991, GSA's supervisory contract specialist sent a message to Wilmer via telefax. The message states that GSA would proceed to terminate Wilmer's right to perform if Wilmer failed to respond to the Quality Deficiency Notice. Appeal File, Exhibit 9. 19. On March 15, 1991, Wilmer telefaxed to GSA a certificate of compliance signed by the company which supplied Wilmer's pallets. The certificate states that the pallets "meet on the specifications for your contracts numbers." Appeal File, Exhibit 11. 20. On March 28, 1991, the administrative contracting officer wrote to Wilmer. The letter states that Wilmer had failed to deliver two lots of garbage can holders by the due date of March 19, 1991. The letter also states that Wilmer failed to identify quality control personnel, to define inspection stations, to provide calibration records for scales, to sign inspection reports, and to include test results in its inspection records. The letter notifies Wilmer that these conditions were endangering contract performance and must be corrected by April 19, 1991. The letter also notifies Wilmer that failure to effect corrections could result in termination for default of Wilmer's right to perform. Appeal File, Exhibit 13. 21. In a letter to GSA dated April 12, 1991, Wilmer responded to GSA's letter dated March 28, 1991.[foot #] 2 Wilmer's letter states that its pallet supplier had begun supplying pallets with 3/4-inch deck boards. Although Wilmer identified its quality control personnel as either Ruth or Meryl Lombard, Wilmer stated that other, unidentified persons might also serve as quality control persons from time to time. The other comments contained in Wilmer's letter do not clearly address the other deficiencies noted in either the quality deficiency notice or the letter dated March 28, 1991, from the administrative contracting officer. Appeal File, Exhibit 15. 22. In a letter to GSA dated April 25, 1991, Wilmer states that it believed that its quality control procedures were adequate, given that the garbage can holders were not complicated to manufacture. Wilmer also states that product inspection was performed continuously during the manufacturing process, that calibration records for the scale were "not applicable," and that inspection reports were usually signed or initialled. Wilmer also asks what type of test results GSA expected to see in Wilmer's inspection reports. Appeal File, Exhibit 17. 23. In a letter to GSA dated June 6, 1991, Wilmer repeats its statement that the problem with the pallets had been corrected. Wilmer also states that its scale was "periodically checked for accuracy" and that Mr. Steven Tillis had been made responsible for quality control. Appeal File, Exhibit 20. 24. On June 18, 1991, GSA's administrative contracting officer sent Wilmer a cure notice. Although the cure notice states that the contract requires Wilmer to deliver garbage can holders sixty days after receipt of a purchase order, the cure notice does not state that Wilmer had failed to make timely deliveries. The cure notice states that Wilmer's quality control system was deficient in several respects: It failed to define inspection stations, to provide calibration records for its scales, to include test results in its inspection records, to provide an organizational chart, and to provide a flow chart. The cure notice states that if Wilmer failed to correct these deficiencies by July 3, 1991, GSA could terminate Wilmer's right to perform the contract. Appeal File, Exhibit 21. ----------- FOOTNOTE BEGINS --------- [foot #] 2 Although Wilmer's letter is dated April 12, 1991, it was not telefaxed to GSA until April 23, 1991, when GSA first received it. Appeal File, Exhibit 15. ----------- FOOTNOTE ENDS ----------- 25. In a letter to GSA dated June 25, 1991, Wilmer responded to GSA's cure notice dated June 18, 1991.[foot #] 3 Wilmer states that, in its view, not all of the sections of Federal Standard 368A applied to Wilmer's manufacturing process. Wilmer states that its inspection station was "mobile" and moved "with each operation from raw material to complete product"; that its scale had been checked for accuracy in 1985; that its inspection forms were appropriate for the contract; and that an organizational chart was available. Also, Wilmer provides an example of the flow of work. Appeal File, Exhibit 22. 26. On July 10, 1991, Mr. Martin and Mr. Tom Tribbitt, also a quality assurance specialist, visited Wilmer's plant in order to determine whether Wilmer had complied with the cure notice. Mr. Tribbitt's conclusion was that Wilmer would never comply with the contract's requirements; that Wilmer's quality control system was non-existent; and that Wilmer's measuring instruments had not been checked for accuracy. Mr. Martin concluded that the scale had been calibrated and that Wilmer had an organization chart, a flow chart, and an inspection station. Mr. Martin also determined that Wilmer's inspection records did not include any test results. The parties discussed whether stability testing had to be performed in order to comply with the requirements of the contract; GSA believed that the testing should be performed, and Wilmer believed that the testing did not have to be performed. Mr. Martin also determined that Wilmer's pallets did not comply with the contract's requirements because the stringers were less than 3-1/2 inches in height. Appeal File, Exhibits 23, 24. 27. In a letter to GSA dated August 7, 1991, Wilmer states that its pallet supplier certified that the pallets met the requirements of the contract. Appeal File, Exhibit 26. 28. In a letter to Wilmer dated August 9, 1991, Mr. Martin explains the deficiencies, noted above in Finding 26, that he found during his visit on July 10, 1991. Appeal File, Exhibit 27. 29. On September 16, 1991, Mr. Martin notified Wilmer that GSA was exercising its contractual right to inspect garbage can holders before Wilmer shipped any of the holders. Mr. Martin's notice states that shipments could not be made until he had inspected, and also stated that Wilmer should notify GSA seven days before holders were ready for inspection. Appeal File, Exhibit 28. ----------- FOOTNOTE BEGINS --------- [foot #] 3 Although Wilmer's letter is dated June 25, 1991, it was not telefaxed to GSA until July 3, 1991, when GSA first received it. Appeal File, Exhibit 22. ----------- FOOTNOTE ENDS ----------- 30. On September 25, 1991, the administrative contracting officer sent Wilmer another cure notice. The notice states that Wilmer had failed to deliver three lots of garbage can holders within sixty days from the date that Wilmer received the purchase orders for the three lots. The notice states that the holders covered by purchase order number SWFP8591 were due to be delivered by July 13, 1991; that the holders covered by purchase order number FWFV9181 were due to be delivered by September 2, 1991; and that the holders covered by purchase order number SWFV9451 were due to be delivered by September 10, 1991. The notice required Wilmer to present acceptable holders for inspection by October 25, 1991. Appeal File, Exhibit 29. 31. The cure notice dated September 25, 1991, also states that Wilmer failed to provide stability testing of the garbage can holders, that the pallets did not conform to the contract's specifications, and that Wilmer failed to maintain quality control records in accordance with Federal Standard 368A. The cure notice provides that GSA would terminate Wilmer's right to perform the contract for default unless the conditions were cured not later than October 25, 1991. Appeal File, Exhibit 29. 32. In a letter to GSA dated October 18, 1991, Wilmer responded to GSA's cure notice dated September 25, 1991.[foot #] 4 Wilmer states that the three lots of garbage can holders were in production and ought to be ready for shipment within two weeks. Although Wilmer's letter mentions stability testing, the letter does not state whether the garbage can holders met the requirements of the specifications. The letter states that the pallets complied with Federal Specification NN-P-71B, which, according to Wilmer, permits a tolerance of 1/4 inch in specified dimensions. Finally, the letter states that inspection reports were available. Appeal File, Exhibit 32. 33. Federal Specification NN-P-71B, which is not referenced in the contract, provides, "The deckboards and stringers of any one pallet shall be uniform in thickness and height, respectively, with a tolerance of 1/8 inch over the minimum sizes specified in 3.3.2." Section 3.3.2 provides that stringers shall be not less than 3-5/8 inches high. Appeal File, Exhibit 33. 34. At the hearing, Ms. Ruth Lombard, president of Wilmer, testified that Wilmer did not test any of the holders manufactured for the contract at issue here to determine whether they met the stability requirements of the contract. Transcript at 113. ----------- FOOTNOTE BEGINS --------- [foot #] 4 Although Wilmer's letter is dated October 18, 1991, it was not telefaxed to GSA until October 28, 1991, when GSA first received it. Appeal File, Exhibit 32. ----------- FOOTNOTE ENDS ----------- 35. On October 25, 1991, Mr. Martin visited Wilmer's plant in order to determine whether Wilmer had any holders ready for inspection. Appeal File, Exhibits 28, 31; Transcript at 59. According to Mr. Martin, Mr. Tillis stated that Wilmer had no garbage can holders ready to inspect or to ship because Wilmer had only recently received some component parts from one of its suppliers. Appeal File, Exhibit 31; Transcript at 59. At the hearing, Mr. Tillis explained that, when Mr. Martin visited Wilmer's plant, Wilmer had recently received some component parts from the company that performed galvanizing for Wilmer. Mr. Tillis stated that holders were almost ready for shipment when Mr. Martin visited Wilmer's plant. Transcript at 92-94. 36. At the hearing, Ms. Lombard testified that the three lots of holders listed in the cure notice dated September 25, 1991, were not delivered by October 25, 1991. Transcript at 115- 16. 37. Wilmer never requested that GSA permit a deviation from the terms of the contract. Transcript at 56, 114. 38. Wilmer never requested that GSA extend the delivery due dates. Transcript at 60, 116. 39. Wilmer never requested that the contracting officer resolve the parties' disagreement concerning the need for stability testing. Transcript at 112-13. 40. On November 1, 1991, GSA terminated for default Wilmer's right to perform the contract. The termination letter states that Wilmer had failed to cure the conditions cited in GSA's letter dated September 25, 1991, and had failed to present acceptable material for Government inspection by October 25, 1991. Appeal File, Exhibit 34. 41. Wilmer received the termination letter on November 4, 1991. The ninety days within which Wilmer could file this appeal expired on Sunday, February 2, 1992. Wilmer's appeal was timely filed on Monday, February 3, 1992. Appeal File, Exhibit 34; Notice of Appeal. Discussion GSA established that Wilmer did not deliver garbage can holders within the time required and did not cure this default by making holders available for inspection within the time required, failed to conduct stability tests, failed to provide proper pallets, and failed to maintain quality control records. Based upon solid evidence, GSA acted reasonably when it terminated Wilmer's right to perform the contract. Each deficiency, taken alone, establishes a valid basis supporting the termination for default. Therefore, the Board sustains GSA's termination for default of Wilmer's right to perform the contract. Late Delivery The contract clearly requires that Wilmer deliver garbage can holders within sixty days after receiving a purchase order. Finding 6. Before Wilmer's contract performance period began, GSA's contract specialist told Wilmer that its right to perform could be terminated for default if it failed to make timely deliveries. Finding 11. The contract specialist's advice reflects the terms of the contract's Default clause, which provides that GSA had the right to terminate Wilmer's performance for default if Wilmer failed to make timely deliveries. Finding 3. GSA established that Wilmer failed to deliver three lots of garbage can holders within sixty days from the date that Wilmer received purchase orders: The holders covered by purchase order number SWFP8591, which were due to be delivered by July 13, 1991; the holders covered by purchase order number FWFV9181, which were due to be delivered by September 2, 1991; and the holders covered by purchase order number SWFV9451, which were due to be delivered by September 10, 1991. GSA directed Wilmer to cure this default by presenting holders for inspection by October 25, 1991. None of these were ready for inspection by October 25, 1991. Findings 30, 32, 35, 36. Plainly, Wilmer was in default of its contractual obligation to make timely deliveries, and Wilmer did not cure this default by presenting holders for inspection within the time required. GSA's termination of Wilmer's contract was proper, unless Wilmer can establish that its delay was excusable. GSA's contract specialist told Wilmer that, if it encountered excusable delay, it should request an extension of time within which to perform. Finding 11. During performance, Wilmer never suggested that it had encountered excusable delay and never requested an extension of its performance period. Finding 38. At the hearing, Wilmer suggested that its delay was caused either by the company that performed its galvanizing or by the company that supplied its pallets. There is no evidence in the record either to suggest that Wilmer's delay was attributable to either of these causes or to suggest that delay attributable to either of these causes would have been excusable. In its post-hearing brief, Wilmer asserts that its delay was due to GSA's improper rejection of Wilmer's shipments. Wilmer states that it manufactured garbage can holders that met the requirements of the contract and asserts that it could have performed in a timely manner if GSA had simply verified the quality of the holders. In its brief, Wilmer notes that various Government agencies have, for many years, been satisfied with the garbage can holders manufactured by Wilmer. Wilmer asserts that it would have performed in a timely manner if GSA had not insisted that Wilmer perform stability testing and provide pallets and a quality control system that complied with the contract's requirements. Even if Wilmer is correct that it could have performed timely if GSA had been willing to ignore some contract requirements, GSA was not obligated to waive any of its contract requirements, no matter how insignificant those requirements may seem to Wilmer. GSA's insistence that Wilmer comply with all of the contract's requirements does not excuse Wilmer's delay. Finally, Wilmer asserts that its delay was excusable because GSA's quality assurance specialist, Mr. Martin, was biased against small businesses and women-owned businesses. Wilmer argues that, if Mr. Martin's inspections had been more lenient, Wilmer's performance would have been timely. There is absolutely no evidence in the record to support Wilmer's allegation that Mr. Martin was biased against small businesses or women-owned businesses, or to suggest that Mr. Martin's inspections were any more stringent than necessary. In summary, Wilmer failed to make timely deliveries as required by its contract and did not cure this condition by making holders available for inspection within a reasonable time.[foot #] 5 Wilmer's delay is not excusable. Wilmer's failure to perform in a timely manner constitutes a default of Wilmer's contractual obligations. GSA properly terminated Wilmer's right to perform, based upon Wilmer's default. Whitlock Corp. v. United States, 141 Ct. Cl. 758, cert. denied, 358 U.S. 815 (1958); General Floorcraft, Inc., GSBCA 10493, 91-2 BCA 24,023. ----------- FOOTNOTE BEGINS --------- [foot #] 5 Although GSA provided Wilmer with an opportunity to cure its default, according to the terms of the parties' contract, GSA was not required to do so. Finding 3; Air ___ Inc., GSBCA 8847, 91-1 BCA 23,352. ____ ----------- FOOTNOTE ENDS ----------- Stability Testing On July 10, 1991, GSA's quality assurance specialist notified Wilmer that it was supposed to be testing the garbage can holders for stability. Finding 26. According to the terms of the parties' contract, GSA was entitled to insist that Wilmer perform stability testing. Section B of the contract incorporates the requirements of Commercial Item Description A-A- 674 (the CID). Finding 4. The CID requires that the garbage can holders meet a particular requirement for stability. Finding 7. Federal Standard 368A, which is incorporated into this contract, requires that Wilmer perform tests to substantiate that its products conformed to the contract's specifications. Finding 10. Therefore, Wilmer was required, by the terms of the contract, to test the holders for stability. As Wilmer's president testified at the hearing, Wilmer never performed any stability tests on the holders manufactured pursuant to this contract. Finding 34. Wilmer interprets the contract as providing that the testing requirement was eliminated by virtue of the fact that the CID's certification requirement was deleted. Wilmer's interpretation of the contract is incorrect. Although the contract does not require that Wilmer must have certified that the garbage can holders met the requirements of the contract, the contract does require that Wilmer must have tested the holders to ensure that they met the requirements of the contract. Findings 4, 8, 10. Section E of the contract requires Wilmer to comply with the provisions of Federal Standard 368A or risk having its right to perform terminated. Findings 5, 9. Wilmer never requested that the contracting officer relieve it from the testing requirement contained in Federal Standard 368A. Findings 37, 39. In addition, Wilmer did not perform any testing. Finding 34. Wilmer's failure to test the garbage can holders to ensure that they met the stability requirements contained in the CID constitutes a default of Wilmer's contractual obligations and Wilmer did not cure this default within a reasonable time. GSA properly terminated Wilmer's right to perform, based upon Wilmer's default. Inland Chemical Co., GSBCA 3946, 75-1 BCA 11,033. Pallet Size Section B of the contract required the pallets used by Wilmer to contain stringers with minimum acceptable dimensions of 1-1/2 inches in width and 3-1/2 inches in height. Finding 4. On July 10, 1991, GSA notified Wilmer that its pallets did not meet the requirements of the contract because the stringers were less than 3-1/2 inches high. Finding 26. Wilmer responded that the pallets were acceptable because they met the requirements of Federal Specification NN-P-71B. Finding 32. Wilmer never contested GSA's determination that the stringers were less than 3-1/2 inches high. Wilmer was required to supply pallets which complied with the terms of the contract, and Federal Specification NN-P-71B was not part of the parties' contract. Even if this specification had been incorporated into the contract, its terms do not support Wilmer's position. Federal Specification NN-P-71B specifies that stringers must be 3-5/8 inches high and permits a tolerance of 1/8 inch over this minimum height. Finding 33. Wilmer's stringers were less than 3-1/2 inches high, and so they did not meet either the requirements of the contract or the requirements of Federal Specification NN-P-71B. Wilmer's failure to provide pallets which met the requirements of the contract constitutes a default of Wilmer's contractual obligations. Wilmer did not cure its default, even though it was provided with a reasonable time to do so. GSA established that it properly terminated Wilmer's right to perform, based upon Wilmer's default. Cascade Pacific International, GSBCA 6287, 83-1 BCA 16,501. Quality Control Section E of the contract requires Wilmer to maintain an inspection system as required by Federal Standard 368A. Findings 5, 9. Federal Standard 368A provides that Wilmer was required to provide a written description of its quality control system and to make that written description available to GSA; to identify quality control personnel; to inspect measuring devices for accuracy; to maintain records of inspections and of calibration of test equipment and to make those records available to GSA; and to maintain an organization chart and a production flow chart. Finding 10. Section E of the contract requires Wilmer to respond promptly to quality deficiency notices. Finding 5. Section E also provides that Wilmer's right to perform the contract could be terminated for default if quality or process controls were not maintained. Finding 5. Throughout the course of the contract, Wilmer failed to comply with many of the contract's quality control provisions. Findings 12-18, 21, 22, 25, 26. Wilmer maintains that it did not need a complicated quality control system because the garbage can holders were not complicated to manufacture. Finding 22. Wilmer might be correct that it did not need a complicated quality control system. But it did need to maintain some sort of a system that met the requirements of the contract. This, Wilmer failed to do. Wilmer's failure to maintain a quality control system which met the requirements of the contract constitutes a default of Wilmer's contractual obligations, and Wilmer did not cure this default, despite being provided with a reasonable opportunity to do so. GSA properly terminated Wilmer's right to perform, based upon Wilmer's default. Orchids Paper Products Co., GSBCA 10555, 91-2 BCA 23,965. GSA correctly determined that Wilmer was in default of several of its contractual obligations and provided Wilmer with an opportunity to cure its default. When Wilmer failed to cure its default within the time permitted, GSA acted reasonably when it terminated Wilmer's right to perform. There were multiple, good grounds and solid evidence to support GSA's decision. Decision For the reasons set forth above, Wilmer's appeal is DENIED. ______________________________ MARTHA H. DeGRAFF Board Judge We concur: ____________________________ ______________________________ DONALD W. DEVINE JOSEPH A. VERGILIO Board Judge Board Judge