JR Poly LLC General Terms and Conditions- Sales Contract August 26, 2023

1. Stuffing/Unloading/Returning Containers:

Notwithstanding anything in INCOTERMS 2020 or this Contract to the contrary,

1. CIF/CFR – The Seller is responsible for stuffing the containers. The Buyer is always responsible for unstuffing/unloading the Product from the container(s) and for any and all consequences of delay beyond the time allowed by the carrier or container lessor in returning the container(s) to the carrier or container lessor and any damage to containers during unstuffing and shall indemnify Seller for any liability Seller may have to the carrier or container lessor for the delay in returning the container(s) and any damage to the container(s) during unstuffing.
2. EXW – The Seller is responsible for stuffing the containers. The Buyer is responsible for carriage, unstuffing/unloading the Product from the container(s) and carriage. The Buyer must arrange pickup and removal of all Products as per the contract’s stated agreement. Delays in a pickup caused by the Buyer will have penalty amounts charged daily until the Product is removed from the Sellers and Buyers agreed upon pickup location, date, and time as stated in the Contract.
3. FAS – The Buyer is responsible for booking the carriage. The Seller is responsible for container pick/drop-off/return, the loading on board, from the port of origin. Delays in the carriage, penalties at the port, storage fees, and other fees incurred after the Product has been delivered alongside the vessel are the responsibility of the Buyer and not the Seller as per contract delivery date requirements.
4. CNF – The Seller is always responsible for contracting for carriage, which includes, container pick/drop-off/return and the loading on board from the port of shipment. Delays in the carriage, penalties at the port, storage fees, and other fees incurred after the Product has been delivered to the port of origin are the responsibility of the Buyer and not the Seller as per contract delivery date requirements.

2. Quantity and Quality Determination:

Quality shall be determined by the supplier. Quantity shall be determined by count by the loading facility. Quantity and quality determinations shall be final and binding absent fraud or manifest error. Quality testing by the producer’s lab is deemed acceptable. The bill of lading quantity is to be the determination of the quantity. Acceptance shall be deemed to occur when the governing sample of the Product for purposes of quality determination conforms to the product description or specification set forth in this Contract.

3. Insurance:

2020. CIF – The Seller is responsible for obtaining or maintaining insurance on the Product in accordance with the minimum coverage required by relevant INCOTERMS 2020.
2021. EXW – The Buyer is responsible for obtaining or maintaining insurance on the Product in accordance with the minimum coverage required by relevant INCOTERMS 2020.
2022. FAS – The Buyer is responsible for obtaining or maintaining insurance on the Product in accordance with the minimum coverage required by relevant INCOTERMS 2020.
2023. CNF – The Buyer is responsible for obtaining or maintaining insurance on the Product in accordance with the minimum coverage required by relevant INCOTERMS 2020.

4. Force Majeure:

Force Majeure means an event or circumstance reasonably beyond the control, and without the fault or negligence of the Party claiming Force Majeure, and may include: acts of God or the elements; civil unrest; wars (declared or not), revolution, insurrection of military or usurped power; the inability to obtain or the curtailment of electric power, water or fuel; strikes (other than by the employees of the party claiming force majeure ); loss of supply due to supplier non-performance or supplier force majeure; accidents to, breakdowns or failure of pipe, plant, machinery or equipment (other than that of the party claiming force majeure), or the receiving facilities at the port; destruction of the Product before loading or in transit; delays of carriers due to breakdown or adverse weather, perils of the seas, embargos; delays, quarantines, stoppages and/or restrictions imposed due to endemic, epidemic and/or pandemic reasons; and any sanctions and/or restrictions imposed by a government authority or person acting in a governmental capacity. Neither Party shall be liable for any failure or delay in performance of any obligation hereunder, other than the obligation to make payment, to the extent caused by Force Majeure. The affected Party will immediately give written notice to the other stating: the nature of the Force Majeure event, its effect on the obligations of the affected Party, the estimated date the contingency is expected to be removed and shall include together with the notice sufficient supporting evidence of the events. The Party affected by the event of Force Majeure shall endeavor to mitigate in good faith to remove or eliminate it as soon as reasonably possible, except that Seller shall not be obligated to find alternative suppliers to meet delivery in the case of supplier non-performance or supplier force majeure. In cases where performance is delayed due to an event of Force Majeure, the Product price shall be the higher of the original price at the original delivery date and the price determinable at the subsequent delivery date. Notwithstanding the above, and at Seller’s sole option, this Contract and/or the volumes of Product not delivered by Seller due to an event of Force Majeure may be canceled with no liability to either Party.

5. Risk and Title:

Product delivery shall occur, and risk shall pass as per INCOTERMS 2020 for this sale as follows.

1. CIF – Title to pass to Buyer when full payment of the price, except when payment term is open account title to pass upon Product delivery. The Buyer bears all risks of loss or damage to the goods once the Product has left the Sellers warehouse, and the Seller has invoiced the Buyer.
2. EXW – Title to pass to Buyer when the goods are placed at the disposal of the Buyer at the named place of delivery on the date or within the period agreed to by Seller and Buyer. The Buyer bears all risks of loss or damage to the goods once the Seller has delivered them as described to the named place, at said date, and time agreed by Seller and Buyer.
3. FAS – Title to pass to Buyer when the Seller has placed the goods alongside the vessel nominated or provided by the Buyer on the agreed date, or within the agreed period as notified by the Buyer, or if there is no such time notified then at the end of that period. The Seller bears all risks of loss or damage to the goods until the goods have been placed alongside the vessel nominated or provided by the Buyer on the agreed date, or within the agreed period as notified by the Buyer.
4. CNF – Title to pass to Buyer when the goods are placed onboard the vessel. The Seller bears all risks of loss or damage to the goods until the goods have been placed onboard the vessel.

When payment term is a letter of credit or aval, title to pass upon Seller’s acceptance of the LC opened by Buyer, or of the aval (as the case may be). If Buyer defaults on any part of the payment due on this Contract, or any existing contract between Buyer and Seller, or if there occurs a material adverse change in the financial condition of Buyer (as determined by the Seller in its reasonable judgment), Seller shall have a right to suspend or cancel this Contract and/or any existing contract between Buyer and Seller, cover, demand an LC or prepayment, reclaim, or take any mitigating action it deems appropriate. Any losses due to Seller’s suspension or cancellation of this and/or any Contract between Buyer and Seller as per this Section, including demurrage and other costs, shall be on Buyer’s account. Such action is to be without prejudice to any other rights or remedies the Seller may have under this Contract or by law. If Buyer fails to perform this Contract and/or any existing contract between Buyer and Seller, then Seller shall be entitled to keep any prepayment. If Buyer defaults on the payment due on this Contract, or any existing contract between Buyer and Seller, and Seller has released the cargo to any port authority or other entity, Buyer hereby authorizes Seller to represent Buyer before all authorities to allow the return of Product.

6. Taxes:

Buyer and Seller shall each be responsible for paying any taxes, duties, fees, or whatever other similar payments which they are obliged to pay in accordance with the applicable law and the allocation of Sellers and Buyer’s responsibilities pursuant to the INCOTERMS 2020 designated to govern this sale. Buyer shall indemnify and hold Seller harmless from any tax (including penalties and interest) or loss resulting from Buyer’s failure to comply with any obligation in this Paragraph.

7. Warranty and Seller’s Liability:

Seller warrants only that the Product, at delivery, will conform to the quality and quantity specification set forth in this Contract. SELLER DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF THE PRODUCT FOR A PARTICULAR PURPOSE. PARTIES SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOST REVENUE, LOST PROFITS, BUSINESS INTERRUPTION, REDUCED OUTPUT, OR LOSSES ARISING FROM CLAIMS AGAINST BUYER BY BUYER’S CUSTOMERS. SELLER’S AGGREGATE LIABILITY FOR ANY CLAIM, DEMAND, LOSS, INJURY, OR DAMAGE, ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT

AND/OR THE PRODUCT SHALL BE LIMITED TO THE PRICE PAYABLE OR PAID BY THE BUYER FOR THE PRODUCT.

8. Payments and Interest:

The Buyer shall make all payments arising out of or relating to this Contract following the instructions coming exclusively from the email address jr@jrpoly.com. If the payment account provided is different from the one Buyer may have paid into under prior contracts, or if Buyer has received wiring instructions different than the ones provided previously Buyer must hold payment and must verify payment account immediately with Seller at +1-281-771-8878. Payments made to any other account or beneficiary will not release Buyer from its payment obligation under this Contract. All amounts due under this Contract (including but not limited to the Contract Total, demurrage, and other) shall be payable without any discount, deduction, set-off, lien, claim or counterclaim, unless expressly agreed in writing by the Parties. Time is of the essence for all payment obligations. Any amounts (including but not limited to the Contract Total, demurrage, and other) not paid when due shall accrue interest at a rate equal to the lesser of 18% per annum or the maximum interest payable under the law.

9. Assignment:

Neither party shall assign any rights under this Contract without the consent of the other party notified in writing making express reference to this Section and to the rights being assigned; provided, however, that Seller may freely assign and delegate this Contract to any entity in the Seller Corporate group and/or assign the receivables under this Contract to its banks.

10. Export Control:

BUYER AGREES THAT IT WILL NOT, DIRECTLY, OR INDIRECTLY, SELL, EXPORT, RE-EXPORT, TRANSFER, DIVERT OR DISPOSE OF ANY OF PRODUCT RECEIVED FROM SELLER TO ANY PERSON, FIRM, ENTITY, COUNTRY, OR COUNTRIES IN VIOLATION OF SANCTIONS OR OTHERWISE PROHIBITED BY APPLICABLE U.S. AND NON-US LAWS. BUYER REPRESENTS, WARRANTS, AND COVENANTS TO THE SELLER THAT NONE OF ITS SHAREHOLDERS, OFFICERS, DIRECTORS, AND/OR REPRESENTATIVES ARE INDIVIDUALS OR ENTITIES LISTED UNDER ANY SANCTIONS. BUYER FURTHER REPRESENTS THAT IT HAS AN EFFECTIVE COMPLIANCE SYSTEM IN PLACE THAT ALLOWS IT TO CHECK, IDENTIFY, AVOID OR STOP, AND IMMEDIATELY NOTIFY THE SELLER OF, ANY BUSINESS OR ACTIVITY UNDER THIS AGREEMENT THAT COULD BE IN VIOLATION OF SANCTIONS. FOR THE PURPOSES OF THIS SECTION, “SANCTIONS” SHALL MEAN ANY SANCTION, REGULATION, STATUTE, OFFICIAL EMBARGO MEASURES OR ANY “SPECIALLY DESIGNATED NATIONALS” OR “BLOCKED PERSONS” LISTS, OR ANY EQUIVALENT LISTS MAINTAINED AND IMPOSED BY THE RELEVANT BODIES AND ORGANIZATIONS OF THE UNITED NATIONS, THE EUROPEAN UNION, THE UNITED STATES (E.G. OFAC, BIS) OR ANY OTHER JURISDICTION APPLICABLE TO A PARTY. IN THE EVENT OF A BREACH BY THE BUYER OF ANY OF THE REPRESENTATIONS AND WARRANTIES ABOVE, THE BUYER SHALL FULLY INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS THE SELLER AND ITS AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, AND LIABILITIES ATTRIBUTABLE TO ANY SUCH BREACH. IF AT ANY TIME DURING THE PERFORMANCE OF THIS CONTRACT, THE SELLER BECOMES AWARE THAT THE BUYER IS IN BREACH OF THE ABOVE REPRESENTATIONS AND WARRANTIES (EITHER RESULTING FROM ACTION OR OMISSION), THE SELLER MAY IMMEDIATELY SUSPEND THE AFFECTED PERFORMANCE OBLIGATION, AND, ALSO, SHALL BE ENTITLED TO TERMINATE THIS CONTRACT WITH IMMEDIATE EFFECT ON WRITTEN NOTICE TO THE BUYER.

11. Governing Law and Arbitration:

Governing Law and Arbitration: The law of England and Wales shall govern, construe, and enforce all of the rights and duties of the Parties arising from or relating in any way to the subject matter of this Contract without regard to principles of conflicts of law, and to the extent not inconsistent with this Contract or the ICC INCOTERMS 2020. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Contract. Any dispute arising out of or in connection with this Contract, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by binding arbitration under the Rules of the London Maritime Arbitrators Association (LMAA), which rules are deemed to be incorporated by reference into this clause. This Contract shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Contract shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause. The seat of the arbitration shall be England, even where the hearing takes place outside England.

The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings commence. The reference shall be for three arbitrators, one to be appointed by each party and the third, subject to the provisions of the LMAA Terms, by the two so appointed. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified in the notice, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if the arbitrator had been appointed by agreement.

Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator. In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. The seat, or legal place, of arbitration, shall be London. The language to be used in the arbitral proceedings shall be English. Except as may be required by law or to enforce the award, neither Party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both Parties.

12. Third Party Rights:

Except for any person to whom the benefit of this Contract is assigned or transferred in accordance with the assignments clause of this Contract, a person who is not a party to this Contract shall not have any right under the Contracts (Rights of Third Parties Act) 1999 to enforce any of its terms. The rights of the Parties to this Contract to terminate, rescind, or agree to any variation, waiver, or settlement under this Contract are not subject to the consent of any other person.

13. Severability Clause:

If at any time, any provision of this Contract is or becomes invalid, illegal, or unenforceable under any law of any jurisdiction, neither the legality, validity, or enforceability of the remaining provisions nor the legality validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

14. Complete Statement:

These General Terms and Conditions (GTCs) together with the commercial terms included on the cover page (the Contract or Pro forma invoice, as applicable) represent the complete and exclusive statement of all terms and conditions relating to this transaction and supersedes all prior written or oral agreements between the Parties (and their agents and affiliates). The waiver of any provision requires signed writing of the waiving party.