Terms & Conditions

All contracts for the sale of goods by or on behalf of Signode Packaging Ireland Ltd t/a Crop Packaging Systems (“CROPPS”) are subject to these terms and conditions, which shall apply to any quotation made, order placed by the ("Buyer") or sale made by the Company to the exclusion of any other conditions. No amendment or variation of these terms and conditions shall have any force or effect unless made in writing and signed by a Director or authorised officer of the Company.

Quotations

All printed price lists and quotations are subject to alteration without notice.
Quotations are given and Orders and contracts are accepted and made only upon and subject to the following Terms and Conditions and no variations of the same shall have any force unless expressly made in writing by Crop Packaging Systems.
Orders placed by the Buyer may be rejected in writing by the Company within 14 working days and the Company will have no liability to the Buyer in respect of such orders.
The Company reserves the right at any time to notify in writing to the Buyer any increase in the price of goods agreed to be supplied by the Company to the Buyer and from the date of such notification the contract price of all goods thereafter to be supplied shall be deemed to have been increased accordingly, provided that if the Buyer within seven days after receipt of such notification informs the Company in writing that the Buyer will not accept delivery of goods at the increased contract price; the contract shall be deemed to have been discharged by mutual agreement from the date of such notification by the Company but such discharge shall not affect rights which have accrued to either party to the contract prior to such discharge.
In the case of orders for a specific quantity of goods for delivery by instalments at specified intervals or dates, in the event of failure by the Buyer to accept delivery of any one or more instalment at the agreed interval or date the Company reserves the right to make such adjustment of the Contract price of the goods as may be necessary to make such a price commensurate with the period over which delivery is spread or the quantity of goods in fact accepted.
Orders purporting to accept the Company’s quotation are of no force or effect unless and until accepted or confirmed by the Company when a binding contract is made.

Payment

Invoice amounts are due for payment as per the payment terms quoted on the invoice. The Company reserves the right to require payment before due date. Bank interest at 1.5% per month will be charged on all overdue accounts up to the date that payment is made (whether before or after judgement) on a pro rata basis.
Failure to make payment an any due date shall constitute a breach of contract and the Company may treat the whole contract as repudiated and act accordingly; or they may, before any further delivery against any order require payment thereof and of all other accounts then due. In the event of repudiation, the Company shall be entitled to damages from the Buyer for any loss, costs or expenses incurred by the Company.
The Buyer agrees that full title and property in the goods supplied by the Company shall remain in the Company and shall not pass to the Buyer until all debts owing to the Company or to be created in future arising from the supply of any goods by the Company to the Buyer have been paid in full. The risk in the goods shall pass to the Buyer on despatch of the goods.
If such payment is overdue in whole or in part, the Company may (without prejudice to any other rights of the Company) recover the goods from the Buyer and resell them or any of them and the
Buyer hereby irrevocably authorises the Company to enter upon the Buyer’s premises at any time torecover the Company’s goods.
The Buyer agrees to store all such goods in such a way that they are identifiable as the property of the Company and distinguishable from the Buyer’s property.
If any of the Company’s goods are incorporated in or used as material in the manufacture of other products by the Buyer before payment in full has been made by the Buyer, the property and title in
such other products shall remain with or vest in the Company until payment has been made or the other products sold.
If the Buyer sells any goods before it has paid the Company in full for these goods, the Buyer shall separate the proceeds of sale into the amount outstanding to the Company (“the Company’s money”) for those goods and the balance of the proceeds of sale. The Company acknowledges that these terms and conditions grant it no special rights in relation to the balance of the proceeds of sale. The Buyer acknowledges that it will hold the Company’s money in trust pending payment to the Company for those goods. The trust shall automatically end to the extent that the Company is paid for those goods. At no time will the money held in trust exceed the liability of the Buyer to the Company.

Warranty

The Company warrants that the goods supplied shall conform to the Company’s specifications as in effect at the time of shipment and to any other specifications expressly agreed in writing by the Company. Discrepancies of plus or minus 10% are expressly permitted with respect to thickness, width and weight per unit area. This warranty does not cover defects in the goods which may arise after delivery due to normal wear and tear, deterioration arising from inadequate or incorrect handling or storage by the Buyer or from faulty use. All other warranties, guarantees and conditions (including as to merchantability or fitness for any particular purpose) whether expressed or implied by statute, contract or otherwise are hereby expressly excluded.

Exclusion of Liability

The Company shall not be liable to the Buyer for any loss or damage of any kind (except personal injury or death) howsoever arising, including any direct or indirect loss and whether occasioned by the negligence or actions of the Company or otherwise. In no event shall the liability of the Company to the Buyer, howsoever arising (except personal injury or death where no limit shall apply) exceed the sum of EUR10,000 for any incident or loss.

Force Majeure

Every effort will be made to carry out the contract but its due performance is subject to cancellation by the Company or to such variations as it may find necessary as a result of inability to secure labour, materials or supplies or as a result of any Act of God, war, strike, lock-out or other labour dispute, fire, flood, drought or other cause beyond the Company's control. Government regulations relating to taxation duties or subsidies, which affect our prices, will apply immediately on all undelivered orders or contracts.

Delivery

All delivery dates are quoted in good faith, but no liability can be accepted by the Company in the case of delay in delivery or non-delivery caused through or by circumstances beyond the Company’s control.

Notification of Non-Delivery, Loss or Damage to Goods

Without prejudice to the Company’s rights under Clause 2 (Quotation) no claim for loss due to non-delivery, delay or loss of goods or of damages to the same can be entertained unless the following conditions are observed:-
- Non-delivery or delay is reported in writing to carriers and the Company within fourteen days after advice of despatch. Any claim for damage to goods must be notified in writing to the Company within 14 working days after receipt of the goods by the Buyer. Any claim not notified to the Company within this time limit will not give rise to any liability on the part of the Company.
- Where goods are accepted from carriers unchecked, delivery sheets must be signed ‘not examined’.
All orders placed with the Company shall for the purposes of the Clause be considered as one single order and payment of each invoice on the due date shall be a condition precedent to further deliveries by the Company under any order or orders.
The Company reserves the right to terminate the contract if the Buyer shall go into liquidation, whether voluntary or otherwise, examinership or enter into any composition or arrangement with its creditors or, shall pass a resolution for winding up or being an individual, is declared or becomes bankrupt, or if the Buyer is in breach of any of these terms and conditions including a failure to pay sums due to the Company on the due date, and the Company may, without prejudice to its other rights or remedies, cancel or refuse to make any further deliveries hereunder.

Mediation

In the event of a dispute, each party will nominate one expert with a view towards settling the dispute to the mutual satisfaction of both parties. In the event that no settlement can be achieved within a reasonable timeframe (30 days), both parties agree to submit the matter to arbitration.

Arbitration

If any questions, disputes or difference whatsoever shall arise between the Company and the Buyer in relation to or in connection with the contract either party may give to the other notice in writing of such question, dispute or difference and the same shall be referred to the arbitration of a person to be agreed upon or failing agreement to some person appointed by the President of the Incorporated Law Society of Ireland. The submission shall be deemed a submission to arbitration within the meaning of the Arbitration Acts 1954 & 1980 or of any statutory modification thereof for the time being in force. This contract shall be governed by the laws of Ireland and the Courts of Ireland shall have exclusive jurisdiction in relation to all matters arising in relation to these terms and conditions.

Governing Law

This contract shall be governed by the laws of Ireland and the Courts of Ireland shall have exclusive jurisdiction to all matters arising in relation to these terms and conditions.

MODERN SLAVERY STATEMENT - June 2016

In 2015, in an effort to combat slavery and human trafficking, the United Kingdom enacted the Modern Slavery Act (the "Act""). The Act requires specific commercial organizations that conduct business in the United Kingdom to make annual public disclosures regarding their efforts to ensure slavery and human trafficking are not taking place in their business, or in their supply chains.

Signode Industrial Group (the "Company"") is committed to complying with all applicable laws, rules, and regulations, including regulations governing fair employment practices. Our Company recognizes that forced labor, child labor, domestic servitude, workplace abuse, and trafficking can take many forms. To that end, we require the fair treatment of our employees and related third parties from commencement of and throughout all aspects of the employment relationship. We expect our global operations to familiarize themselves and comply with local, national, and international regulations to avoid complicity, and to conduct audits to improve processes in our operations, supply chain, and the manufacturing of our products. Our commitment to fair employment practices is also outlined in our Statement of Principles of Conduct (the "Principles""). Our Company requires annual re-certification to the Principles from our employees, and we regularly train on ethical and compliance matters. In addition, our suppliers and distributors contractually agree to follow our Principles, or we may acknowledge and accept a supplier's or distributor's code equivalent to our own. In the event of an ethical or compliance concern, employees or related third parties are encouraged to report said concern, and have multiple mediums to do so, anonymously, if they prefer, and as permitted by law.

If violations, or potential violations, of our Principles or applicable regulations are discovered, our Company will work in good faith to mitigate any related action. Mitigation efforts may include disciplinary measures such as termination, discontinuation of the business relationship, and/or, reporting misconduct to relevant government authorities.