Terms and Conditions

JR POLY | JRVF CORP's General Terms and Conditions - Sales Contract January 14, 2025 (Updated)

1. Stuffing/Unloading/Returning Containers:
Notwithstanding anything in INCOTERMS 2020 or this Contract to the contrary:

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.
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.
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.
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:

CIF - The Seller is responsible for obtaining or maintaining insurance on the Product in accordance with the minimum coverage required by relevant INCOTERMS 2020.
EXW - The Buyer is responsible for obtaining or maintaining insurance on the Product in accordance with the minimum coverage required by relevant INCOTERMS 2020.
FAS - The Buyer is responsible for obtaining or maintaining insurance on the Product in accordance with the minimum coverage required by relevant INCOTERMS 2020.
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:

CIF - Title to pass to Buyer when full payment of the price, except when payment terms are open account, in which case title passes upon Product delivery. The Buyer bears all risks of loss or damage to the goods once the Product has left the Seller's warehouse, and the Seller has invoiced the Buyer.
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 the agreed date and time.
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 no such time is 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.
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 terms are a letter of credit or aval, title passes upon Seller’s acceptance of the LC opened by Buyer, or of the aval. 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 the right to suspend or cancel this Contract and/or any existing contract between Buyer and Seller, 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 other similar payments they are obliged to pay in accordance with applicable law and the allocation of 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 specifications 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, jriddle@jrvfcorp.com or message-service@sender.zohobooks.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 from those provided previously, Buyer must hold payment and verify the payment account immediately with Seller at +1 (409) 736-0167. 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 amount (including but not limited to the Contract Total, demurrage, and others) 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 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-U.S. 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:

The law of England and Wales shall govern, construe, and enforce all 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. Buying and Payment Policy for All Transactions:

JR POLY | JRVF CORP’s buying and payment policy is a clear, transparent, and non-negotiable set of conditions applied to all purchasing transactions. These policies apply regardless of contract type, product class, or buyer relationship, and are listed here for public awareness and reference:

Advance Payment Required for New Buyers:

JR POLY | JRVF CORP does not release full shipping documents or final Bills of Lading (BL) to buyers prior to full payment unless explicitly approved through EXIM Bank of the U.S. insurance. That approval process requires full financial vetting of the buyer and is not standard.

2. Standard Payment Terms:

For all standard transactions, full payment is due prior to shipment release, unless the Buyer has been approved in writing for alternative terms (e.g., Letter of Credit or Open Account) by JR POLY | JRVF CORP’s finance team.

3. Document Release Conditions:

Final document sets including Original BLs, Certificates of Origin, or any other export documents are only issued after full payment is received and cleared in JR POLY | JRVF CORP’s designated account.
Any payment made to an unauthorized account or person does not fulfill the Buyer’s obligations.

4. FAS-Specific Purchase Terms:

In line with JR POLY | JRVF CORP’s international purchase policy for FAS (Free Alongside Ship) transactions:
JR POLY | JRVF CORP only pays 100% of invoice value after receiving final load weights, loading images, and confirmed shipping data.
JR POLY | JRVF CORP will use its own agents in the region to book all ocean freight directly. JR POLY | JRVF CORP does not allow any trader or distributor to book freight for any sea-faring shipment if JR POLY | JRVF CORP is not the final end user. This policy is in place to protect our competitive edge and to safeguard the seller's interests.
Sellers must deliver to the port using port-supplied containers, on or before the ERD (Earliest Return Date).
Any costs related to inland delays or missed gate times are borne by the seller.
This policy is final and binding. Sellers who cannot agree should not engage.

5. Mutual Reciprocity Expected:

JR POLY | JRVF CORP expects that all counterparties adhere to equal terms of accountability and reserves the right to cease transactions with any buyer or seller that violates or undermines these practices.

6. Transaction Procedures by Payment Type:

Terms – For Approved Credit Accounts:

Buyers seeking payment terms must undergo our standard financial approval process.
This includes completing our company credit application, providing trade references, and submitting company identifiers such as DUNS or UEI numbers.
A background check may be conducted to assess financial stability and prior trade activity.
If approved, JR POLY | JRVF CORP will authorize specific terms on a case-by-case basis, based on volume, history, and payment reliability.

Producer Direct Sales (PDS):

In cases where JR POLY | JRVF CORP is purchasing material directly from a recognized producer, JR POLY | JRVF CORP will adhere to the terms and conditions set forth by the producer, regardless of whether those terms align with the procedures stated above.
The relationship between the producer and JR POLY | JRVF CORP is entirely separate from any transactions conducted between JR POLY | JRVF CORP and external traders or distributors.

Letter of Credit (LC) at Sight – For Approved Buyers:

This method is used by approved buyers seeking to transact through documentary credit.
We send you an official offer via email.
If you accept the offer, you send us a Purchase Order (PO).
Once we receive the PO, we send you a Proforma Invoice.
You submit the LC to our bank within 72 hours. If we do not receive the LC submission confirmation within the timeframe, we may cancel your PO and offer the material to the next buyer.
LC at Sight means once we submit the compliant shipping documents to your bank, the payment is released to us without delay. This is not an LC with deferred terms such as 30/60/90 days. It is favorable to us because payment is guaranteed 100% upon document presentation.
We also accept larger Master LCs that can be drawn against for multiple shipments under agreed schedules.
Once we receive the payment, we schedule the booking with the fastest available delivery window.

Cash in Advance (CIA) – For New Buyers and Spot Purchases:

This method applies to new buyers or one-time spot purchases without prior financial vetting.
Buyers reserve the right to manage their own bookings.
We send you an official offer via email.
If you accept the offer, you send us a Purchase Order (PO).
Once we receive the PO, we send you a Proforma Invoice.
You send us the full payment within 48 hours. (Estimated booking details are shared during the quotation process.) If we do not receive payment within the timeframe, we may cancel your PO and offer the material to the next buyer.
Once we receive the payment, we schedule the booking with the fastest available delivery window.

Deposit and Final Payment – For Buyers Not Under Terms, LC, or CIA Requirements:

This method applies when a buyer is not operating under an approved credit arrangement, Letter of Credit, or CIA transaction.
Buyers reserve the right to manage their own bookings.
We send you an official offer via email.
If you accept the offer, you send us a Purchase Order (PO).
Once we receive the PO, we send you a Proforma Invoice.
You pay a 10% deposit within 48 hours. If the deposit is not received within this timeframe, your PO may be canceled and the material offered to the next buyer.
We ship the material and send you a copy of the Bill of Lading (BL COPY).
You must remit the remaining 90% balance upon receipt of the BL COPY.
Once full payment is confirmed, we release the final document set including Original BLs, Certificates of Origin, or other required documents.
This section is to be treated as an integral part of all contractual agreements and is enforceable as if fully incorporated into each Sales Contract.

15. Compliance Notice:

For any shipments destined to countries or regions where local laws permit the transfer of product custody based solely on presentation of a BL COPY, JR POLY | JRVF CORP will not provide a BL COPY. Only a BL Draft will be issued in these cases to protect the integrity of the transaction. In most cases actors in these areas will only be allowed CIA terms thus negating the need for such measures as stated above.
As a U.S.-based entity, JR POLY | JRVF CORP is prohibited from engaging in business with any individual, company, or region listed on sanctions or restricted party lists maintained by the United States government. This includes, but is not limited to, the OFAC (Office of Foreign Assets Control) sanctions list, BIS (Bureau of Industry and Security) Entity List, and any applicable international trade restrictions.
All transactions are subject to final compliance screening, and JR POLY | JRVF CORP reserves the right to cancel any order that violates U.S. or international law.

Terms and Conditions

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