Genre: Legal

1 . Specifications and Quality Assurance ( 1 ) The Contractor shall ensure that : ( a ) the Articles are of the qualities and sorts described in and equal in all respects to the samples , patterns , specifications , plans , drawings or other documents , individually or collectively , which form part of the Contract ; and ( b ) except insofar as may otherwise be indicated by any sample , pattern , specification , plan , drawing or other document : ( i ) the Articles are strictly in accordance with the latest relevant British Standards , or equivalent , that are published before the date of the Contract ; or ( ii ) if no such Standards exist , the Articles are otherwise to the satisfaction of NPL . ( 2 ) The Contractor shall , if so requested by NPL , furnish details of the Contractor's quality management system and produce evidence , if appropriate , of certification to BS5750 / EN29000 / IS09000 or equivalent . 2 . Inspection ( 1 ) NPL may , at any reasonable time , inspect any or all of the Articles ( or arrange for the inspection thereof ) : ( a ) at the Contractor's premises while they are in the course of production ; ( b ) at the Contractor's premises on completion of their production ; ( c ) after delivery by the Contractor to NPL ; and / or ( d ) as otherwise provided in the Contract . ( 2 ) When NPL wishes to exercise its right of inspection under this Condition , the Contractor shall , at the Contractor's own expense , provide : ( a ) full and free access to the Contractor's premises as and when required for such inspection ; ( b ) all such accommodation and facilities in connection with such inspection as NPL may reasonably require ; and ( c ) all appliances , materials and labour required for such inspection . 3 . Delivery ( 1 ) The Contractor shall deliver the Articles to NPL at its premises at Teddington , Middlesex , United Kingdom ( or , where specified in the Contract , to any other place , or to the agent of NPL or its authorised representative ) at the time or times and at the place or places and in the manner specified in the Contract or in orders issued under the Contract . Delivery of the Articles shall occur on their going into the possession of NPL or its agent . ( 2 ) The time of delivery of the Articles shall be of the essence of the Contract . If the Contractor fails to deliver the Articles within the time specified for such delivery in the Contract , NPL shall , without prejudice to any other rights and remedies of NPL , have the right ( at its option ) to be released from any obligation to accept and pay for the Articles , or to cancel delivery of any of the Articles . ( 3 ) When delivering the Articles in accordance with this Condition , the Contractor shall ; ( a ) ensure that the Articles are properly packed and secured as may be specified in the Contract ; and ( b ) comply with any additional instructions that from time to time NPL may give with regard to the transportation of the Articles , provided that any extra cost necessarily incurred in complying with such instructions shall be paid by NPL as an addition to the Contract Price . ( 4 ) Unless otherwise specified in the Contract , the property in the Articles shall pass from the Contractor to NPL upon delivery of the Articles in accordance with Clause ( 1 ) of this Condition . ( 5 ) If NPL has rejected any one or more of the Articles under Condition 8 after delivery thereof to NPL by the Contractor and NPL has notified the Contractor of such rejection , that one or more of the Articles shall be considered as not having been delivered under the Contract and the property in that one or more of the Articles shall revert to the Contractor . 4 . Delay in Delivery ( 1 ) If any of the Articles is not delivered within the time or times specified in the Contract or in any order issued under the Contract , NPL may , without prejudice to any other rights and remedies of NPL , terminate the Contract by notice to the Contractor either in respect of any of the Articles which has not been delivered in accordance with the Contract at the time of such termination , or in respect of all of the Articles . ( 2 ) Where NPL has terminated the Contract under Clause ( 1 ) of this Condition , NPL may , without prejudice to any other rights and remedies of NPL : ( a ) replace any or all of the Articles in relation to which the Contract has been so terminated by purchasing or manufacturing other items of the same or similar description , or by allocating other items of the same or similar description in the possession or control of NPL to the purposes for which those of the Articles so replaced are required ; and ( b ) recover from the Contractor the amount by which the aggregate of the cost of purchasing and of manufacturing such other items and of the value of such allocated items exceeds the amount which would have been payable to the Contractor in respect of those of the Articles so replaced if they had been delivered in accordance with the Contract . 5 . Loss of or Damage to the Articles ( 1 ) The Contractor shall be responsible for the Articles and any materials , equipment , fittings or other things acquired or allocated by the Contractor for incorporation therein until delivery of the Articles has been made in accordance with Condition 3 and shall make good any loss of or damage to the Articles or any such materials , equipment , fittings or other things however caused that may occur before such delivery . ( 2 ) Clause ( 1 ) of this Condition shall apply even though : ( a ) any or all of the Articles may have been inspected in accordance with the Contract ; and / or ( b ) the property in any or all of the Articles may , in accordance with the terms of the Contract , have passed from the Contractor to NPL or its agent before delivery thereof . ( 3 ) Unless otherwise specified in the Contract , the Contractor shall not be responsible for the Articles after delivery thereof , except that , if any one or more of the Articles is rejected by NPL under Condition 8 after delivery thereof by the Contractor to NPL , the Contractor shall become responsible in all respects for such rejected one or more of the Articles upon : ( a ) the Contractor removing the same in accordance with Clause ( 3 ) of Condition 8 ; ( b ) NPL returning the same to the Contractor in accordance with Clause ( 4 ) of Condition 8 ; or ( c ) if the Contractor fails to remove the same as aforesaid , or if NPL does not return the same as aforesaid , the expiry of the period of eight ( 8 ) working days after the date on which NPL has notified the Contractor of such rejection . 6 . Acceptance Acceptance of any of the Articles shall take place when : ( a ) NPL confirms acceptance of the same in accordance with the procedures specified in the Contract ; or ( b ) if no such procedures are specified , NPL shall , without prejudice to any other rights and remedies of NPL , be deemed to have accepted the same as soon as any of the following events occurs : ( i ) NPL takes the same into use ; ( ii ) NPL fails to exercise its right of rejection of the same under Condition 8 within any period specified for that purpose in the Contract ; or ( iii ) where no period for exercising the said right of rejection is specified in the Contract , a reasonable time has elapsed since delivery of the same was made in accordance with Condition 3 . 7 . Acceptance Marks If so required in the terms of the Contract , the Contractor shall , at the Contractor's own expense : ( a ) mark ( or permit NPL to mark ) the Articles and / or any materials , components or parts thereof with acceptance marks specified by NPL ; or ( b ) if it is not possible to apply such marks to the Articles and / or any materials , components or parts thereof , pack the same in suitable packages or cases and apply acceptance marks specified by NPL to such packages or cases . 8 . Rejection ( 1 ) NPL may reject any of the Articles that on inspection in accordance with Condition 2 is found not to conform to the requirements of the Contract . ( 2 ) NPL may reject the whole of any consignment of the Articles if inspection in accordance with Condition 2 shows that : ( a ) such proportion of the Articles as the Contract may specify for the purposes of this Condition , or ( b ) any sample taken indiscriminately from that consignment , does not conform to the requirements of the Contract . ( 3 ) If , under Clause ( 1 ) or ( 2 ) of this Condition , NPL rejects any of the Articles or any consignment of the Articles after the delivery thereof by the Contractor to NPL , the Contractor shall , at the Contractor's own expense , remove from NPL each and every rejected one of the Articles or such rejected consignment of the Articles : ( a ) within such period of time as may be specified in the Contract ; or ( b ) if no such period of time is specified in the Contract , within the period of eight ( 8 ) working days after the date on which NPL has notified the Contractor of such rejection . ( 4 ) In the event that : ( a ) NPL rejects under Clause ( 1 ) or ( 2 ) of this Condition any of the Articles or any consignment of the Articles after the delivery thereof by the Contractor to NPL , and ( b ) the Contractor fails to remove from NPL each and every rejected one of the Articles or such rejected consignment of the Articles in accordance with Clause ( 3 ) of this Condition , NPL may return to the Contractor , at the Contractor's risk , each and every rejected one of the Articles or such rejected consignment of the Articles . The Contractor shall pay the cost of packing and transportation thereof from NPL to the Contractor . ( 5 ) If , under Clause ( 1 ) or ( 2 ) of this Condition , NPL rejects any of the Articles or any consignment of the Articles , the Contractor shall , at the Contractor's own expense , deliver to NPL ( as the case may be ) one of the Articles or a consignment of the Articles that conforms with the requirements of the Contract as a replacement for each rejected one of the Articles or such rejected consignment of the Articles . The Contractor shall deliver each such replacement within the period of time specified in the contract for delivery of all of the Articles to NPL or within such other period of time as may be agreed . ( 6 ) If , under Clause ( 1 ) or ( 2 ) of this Condition , NPL rejects any of the Articles or any consignment of the Articles , the Contractor shall , if NPL so requires , mark each and every rejected one of the Articles or such rejected consignment of the Articles in a manner satisfactory to NPL that identifies the same as having been rejected by NPL . 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