JRVF CORP

d/b/a JR POLY

GENERAL TERMS AND CONDITIONS OF SALE

The terms displayed on this webpage constitute the official controlling version. A downloadable PDF copy is provided for convenience and recordkeeping. 

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Effective Date: August 5, 2026

BUSINESS-TO-BUSINESS TERMS ONLY

These   Terms apply to commercial transactions and are not intended for consumer   sales.

Terms available at: https://jrvfcorp.com/terms-and-conditions

These General Terms and Conditions of Sale (the “Terms”) govern all business-to-business sales of products by JRVF CORP, a Texas corporation, doing business under the assumed name JR POLY (“Seller”), to the purchaser identified in the applicable quotation, purchase order, sales confirmation, pro forma invoice, or other transaction document (“Buyer”).

1.1. “Contract” means the complete agreement for a transaction, consisting of the documents identified in Section 2 and any written amendment signed by authorized representatives of both parties.

1.2. “Product” means the resin, polymer, recycled material, scrap material, packaging, or other goods identified in the applicable Sales Confirmation.

1.3. “Sales Confirmation” means Seller’s written order confirmation, accepted quotation, pro forma invoice, purchase-order acknowledgment, or other written confirmation identifying the transaction-specific commercial terms.

1.4. Buyer accepts these Terms by submitting a purchase order in response to a quotation that references them, approving a Sales Confirmation, making a payment or deposit, providing shipping instructions, arranging transportation, accepting delivery, or otherwise directing Seller to proceed with the transaction.

1.5. A purchase order submitted by Buyer is an offer to purchase. Seller is not bound unless Seller issues a Sales Confirmation, expressly accepts the purchase order in writing, or begins performance. Seller’s acceptance is expressly limited to the Contract. Any additional or conflicting boilerplate terms in Buyer’s purchase order, procurement portal, acknowledgment, or other document are rejected unless separately accepted in a writing signed by an authorized representative of Seller.

1.6. The version of these Terms in effect on the date Seller accepts the order applies to that transaction. Later website revisions do not apply retroactively to an order already accepted.

1.7. Electronic signatures, email approvals, transmitted copies, and electronically stored records are effective as originals to the fullest extent permitted by applicable law.

1.8. JR POLY is an assumed business name of JRVF CORP and is not a separate legal entity. The legal contracting party, seller, payee, and beneficiary is JRVF CORP. After this identification, references to “JR POLY” or “Seller” mean JRVF CORP acting under the JR POLY assumed name.

If transaction documents conflict, the following order of precedence applies, from highest to lowest:

· A written amendment signed by authorized representatives of both parties;

· A Master Sales Agreement signed by both parties;

· Transaction-specific terms in Seller’s Sales Confirmation;

· Seller’s accepted quotation or pro forma invoice;

· These Terms; and

· Buyer’s purchase order, solely as to commercial details expressly accepted by Seller and excluding Buyer’s additional or conflicting boilerplate terms.

A documentary letter of credit is separate from the underlying sales Contract. Its terms govern documentary presentation and bank payment only and do not amend the underlying commercial Contract unless the parties separately agree in writing.

3.1. Any Incoterms® rule stated in a Sales Confirmation shall mean the applicable rule under Incoterms® 2020, together with the specifically named place, terminal, or port. If a document uses “CNF” or “C&F,” the term shall be interpreted as CFR unless the Sales Confirmation expressly states otherwise.

3.2. Incoterms® allocate delivery obligations, costs, and risk of loss. They do not determine when legal title to the Product transfers, which is governed by Section 9.

3.3.1. EXW: Unless Seller expressly agrees otherwise in the Sales Confirmation, Seller delivers by placing the Product at Buyer’s disposal at the named place, not loaded on a collecting vehicle. If Seller separately agrees to load, stuff, block, brace, or secure a vehicle or container, that service does not change the EXW delivery point or risk-transfer point unless expressly stated in writing.

3.3.2. FCA: Seller delivers the Product to the carrier or other person nominated by Buyer at the named place. If delivery occurs at Seller’s premises, Seller loads the collecting vehicle. If delivery occurs elsewhere, Seller delivers the Product ready for unloading from Seller’s arriving vehicle, unless otherwise agreed.

3.3.3. FAS: Seller delivers when the Product is placed alongside the Buyer-nominated vessel at the named port of shipment. Buyer is responsible for the main carriage and for loading the Product on board the vessel unless the Sales Confirmation expressly assigns an additional service to Seller. FAS should be used only when the parties identify the precise port and delivery point.

3.3.4. CFR: Seller contracts and pays for carriage to the named port of destination. Delivery and risk transfer occur when the Product is placed on board the vessel at the port of shipment. Buyer is responsible for cargo insurance, import clearance, duties, and destination unloading or terminal charges except to the extent those charges are included in Seller’s contract of carriage.

3.3.5. CIF: Seller has the same carriage and risk obligations as under CFR and also obtains cargo insurance meeting the minimum coverage required by Incoterms® 2020, unless broader coverage is expressly agreed in writing. Buyer remains responsible for import clearance, duties, and destination unloading or terminal charges except to the extent included in Seller’s contract of carriage.

3.4. Buyer shall timely provide vessel, carrier, booking, pickup, delivery, import, and consignee information necessary for performance. Buyer is responsible for demurrage, detention, storage, chassis, port, terminal, missed-appointment, redelivery, and similar charges arising after the applicable delivery or risk-transfer point or resulting from Buyer’s instructions, delay, booking, consignee, customs broker, or carrier.

3.5. Buyer shall unload or unstuff the Product promptly and safely and shall return containers and equipment within the carrier’s free time. Buyer is responsible for delay, damage, contamination, and charges occurring during or after unloading, except to the extent directly caused by Seller’s proven negligence before risk transferred.

3.6. Published carrier schedules, transit times, estimated delivery dates, earliest return dates, cutoff dates, and vessel availability are estimates and may change. Seller is not responsible for carrier or port schedule changes after Seller has timely performed its applicable delivery obligation.

4.1. For weight-based sales, “Actual Net Shipment Weight” means the final net weight stated on the original carrier-issued bill of lading when that document states net weight. If the bill of lading does not state net weight, the controlling weight shall be the certified scale ticket, weight certificate, or other weight document identified in Seller’s Sales Confirmation. For count-based sales, the loading facility’s final count controls absent fraud or manifest error.

4.2. The Product’s quality shall be determined by the express description, specification, certificate, producer test report, governing sample, photograph, video, or other quality standard incorporated into the Sales Confirmation. No oral statement, preliminary sample, general industry description, or end-use discussion creates a warranty unless expressly included in the Sales Confirmation.

4.3. Recycled, scrap, purge, wide-specification, off-grade, reprocessed, regrind, baled, used, damaged-packaging, and secondary materials may vary in color, form, melt index, density, contamination level, packaging, moisture, and processing behavior. Unless the Sales Confirmation expressly states otherwise, such Product is sold on an “AS IS, WHERE IS, WITH ALL FAULTS” basis, subject only to the express description and any governing sample or specification stated in the Sales Confirmation.

4.4. Buyer is solely responsible for determining whether the Product is suitable for Buyer’s formulation, machinery, regulatory requirements, resale, and intended use. Buyer shall conduct its own testing before production use, blending, resale, or incorporation into another product.

4.5. Buyer shall inspect the Product promptly. Claims for visible shortage, damaged packaging, or apparent contamination must be made in writing within five (5) business days after delivery. Quality or specification claims must be made in writing within ten (10) business days after delivery or discovery, whichever occurs first, and in all events before the Product is processed, blended, repackaged, altered, or resold, except for a latent defect that could not reasonably have been discovered earlier.

4.6. A claim must identify the affected lot, shipment, container, quantity, alleged nonconformity, supporting test method, photographs, videos, storage conditions, and chain of custody. Buyer shall preserve the Product and representative samples and provide Seller a reasonable opportunity to inspect, sample, and test before return, disposal, processing, or alteration.

4.7. No return is authorized without Seller’s prior written return authorization. Buyer shall not withhold, set off, or deduct payment based on a claim unless Seller expressly agrees in writing.

5.1. This Section 5 applies exclusively to transactions that are not payable or otherwise governed by a documentary letter of credit.

5.2. Buyer may specify a target shipment weight in the applicable purchase order. Seller shall make commercially reasonable efforts to meet the target shipment weight. Unless expressly identified in writing as a guaranteed minimum quantity, the target shipment weight is an estimate only and is not guaranteed. Product availability, bale density, packaging configuration, equipment capacity, legal weight limits, container capacity, transportation restrictions, and loading conditions may affect the final shipment weight.

5.3. Before Seller accepts the purchase order, Buyer and Seller may negotiate and agree in writing upon a per-pound or per-kilogram shortfall credit, a fixed shortfall credit, an acceptable shipment-weight tolerance, or another remedy applicable to a shipment-weight shortfall. The agreed remedy must be stated in the Sales Confirmation, a Seller-accepted purchase order, or a separate writing signed by Seller.

5.4. When the parties agree to a unit-based shortfall credit, the credit shall be calculated as follows:

Shortfall Credit = Weight Shortfall ×   Agreed Shortfall Credit Rate

Weight Shortfall = Agreed Target Shipment   Weight − Actual Net Shipment Weight

5.5. A Weight Shortfall exists only when the Actual Net Shipment Weight is less than the agreed target shipment weight. If the Actual Net Shipment Weight equals or exceeds the target, the Weight Shortfall is zero. Any quantity above the target may be invoiced at the agreed unit price if it falls within an agreed maximum quantity or tolerance or is otherwise accepted by Buyer.

5.6. All Product actually shipped, delivered, and accepted shall be invoiced at the original agreed unit price. No shortfall credit, discount, deduction, chargeback, or retroactive unit-price adjustment shall apply to Product actually delivered and accepted. A shipment-weight shortfall does not permit Buyer to reduce the agreed unit price on the entire shipment.

5.7. Any shortfall remedy agreed in writing applies only to the Weight Shortfall and constitutes Buyer’s sole and exclusive monetary adjustment for a shipment-weight shortfall in an otherwise conforming and accepted shipment. If the parties do not agree in writing to a shortfall credit, tolerance, or other remedy before Seller accepts the order, no shortfall credit or retroactive price adjustment applies.

5.8. This Section addresses shipment-weight variance only. It does not create or expand a claim concerning quality, specification, contamination, condition, damage in transit, or any other alleged nonconformity.

This Section 5 does not apply to a transaction payable or otherwise governed by a documentary letter of credit. For an LC transaction, Section 6 controls the documentary presentation and payment process. Nothing in this Section amends, overrides, supplements, or conflicts with the applicable LC, its stated tolerances, incorporated banking rules, or the amount available for drawing.

6.1. Seller is not obligated to accept or ship against a letter of credit unless the LC is irrevocable, payable at sight unless Seller agrees otherwise, issued or confirmed by a bank acceptable to Seller, subject to UCP 600, and issued in a form reviewed and accepted by Seller before loading or shipment.

6.2. Buyer shall cause the applicant and issuing bank to issue the LC in strict conformity with Seller’s accepted quotation, pro forma invoice, and written LC instructions. Seller may require an amendment before performance if the LC contains inconsistent, impossible, ambiguous, excessive, or commercially unacceptable documentary conditions.

6.3. When shipment quantity is estimated or subject to a tolerance, the LC must contain both: (a) the agreed quantity or shipment-weight tolerance; and (b) a corresponding tolerance in the credit amount sufficient to pay for the permitted quantity variation. The agreed unit price shall remain fixed.

6.4. The final commercial invoice quantity and value shall be based on the Actual Net Shipment Weight stated on the original bill of lading and calculated by multiplying that weight by the fixed unit price. Any resulting invoice-value variation is acceptable only to the extent permitted by the LC’s credit-amount tolerance.

6.5. An LC that permits a quantity or weight variance but fixes the credit amount without a corresponding amount tolerance may not permit a compliant drawing after the final bill-of-lading weight is known. Seller may reject such an LC or require an amendment before shipment. Buyer acknowledges that this issue generally cannot be cured after shipment without an acceptable LC amendment, corrected presentation, waiver, or other bank-approved process.

6.6. The commercial invoice, packing list, and other quantity-bearing documents presented under the LC shall be prepared or revised after the final bill-of-lading weight is available so that the presentation can comply with the LC. Buyer shall ensure that the LC’s latest shipment date, expiry, presentation period, document requirements, partial-shipment provisions, transshipment provisions, and tolerance provisions permit this process.

6.7. Buyer is responsible for issuing-bank, applicant-bank, amendment, discrepancy, reimbursement, courier, and related charges caused by the LC wording, Buyer’s instructions, failure to include required tolerances, or conditions inconsistent with Seller’s accepted LC instructions. Seller remains responsible for charges caused solely by Seller’s failure to prepare documents in accordance with an LC previously accepted by Seller.

6.8. LC payment is dependent on a complying documentary presentation and the obligations and creditworthiness of the issuing and any confirming bank. No statement in the Contract shall be interpreted as a representation that payment is unconditional or guaranteed regardless of documentary compliance.

6.9. The LC is separate from the underlying sales Contract. A bank’s acceptance, rejection, waiver, or payment decision does not determine whether either party has complied with the underlying commercial obligations.

7.1. Insurance responsibilities are allocated by the Incoterms® rule stated in the Sales Confirmation.

7.2. Under CIF, Seller shall obtain the minimum cargo insurance required by Incoterms® 2020 unless broader coverage is expressly agreed in writing. Under EXW, FCA, FAS, CFR, and any other term that does not require Seller-provided insurance, Buyer is responsible for obtaining insurance appropriate to the shipment and its risk exposure.

7.3. Each party remains responsible for any additional insurance it considers necessary. Failure by a party to obtain insurance does not shift risk or liability allocated under the Contract.

8.1. “Force Majeure” means an event or circumstance beyond the reasonable control of the affected party and not caused by that party’s material fault or negligence. It may include natural disasters, fire, flood, severe weather, war, terrorism, civil unrest, epidemic, pandemic, quarantine, labor disruption not limited to the affected party’s own workforce, utility failure, cyberattack, port congestion or closure, carrier delay or breakdown, vessel cancellation, equipment failure, shortage or loss of supply, supplier force majeure or nonperformance, government action, embargo, sanctions, export or import restriction, or destruction of the Product before the applicable risk-transfer point.

8.2. Except for accrued payment obligations, neither party is liable for delay or nonperformance to the extent caused by Force Majeure. The affected party shall provide prompt written notice describing the event, its expected effect, and available supporting information and shall use commercially reasonable efforts to mitigate the effect.

8.3. Seller is not required to obtain replacement Product from an alternate source or to purchase replacement transportation at a higher cost. Seller may allocate available Product or capacity among customers in a commercially reasonable manner.

8.4. If performance is delayed for more than thirty (30) days, Seller may cancel the affected undelivered quantity without liability. The parties may agree in writing to a revised delivery date or price. No price change is effective without written agreement.

9.1. Risk of loss or damage transfers at the delivery point specified by the applicable Incoterms® 2020 rule and the Sales Confirmation.

9.2. Legal title to the Product transfers to Buyer only after Seller receives full cleared payment of all amounts due for that Product, to the fullest extent permitted by applicable law. Risk may transfer before title. An LC’s issuance, acceptance, or availability does not by itself transfer title.

9.3. Until title transfers, Buyer shall keep the Product identifiable, properly stored, insured, and free from liens or encumbrances, to the extent commercially practicable and legally permitted. Any retention-of-title right is subject to the law of the jurisdiction where the Product is located and may require additional documentation or registration.

9.4. If Buyer fails to pay when due, fails to provide an acceptable LC, materially breaches a Contract, becomes insolvent, experiences a material adverse change in financial condition, or creates a compliance or sanctions concern, Seller may suspend performance, cancel undelivered quantities, demand prepayment or additional security, stop delivery, withhold documents, reclaim Product where legally permitted, resell Product, and recover resulting losses, costs, and expenses.

9.5. Seller may apply any deposit or prepayment against amounts due and Seller’s documented losses, including storage, handling, freight, market-price difference, bank charges, and resale costs, and shall return any remaining unapplied balance if required by the Contract or applicable law.

Buyer and Seller shall each pay taxes, duties, fees, levies, customs charges, and similar amounts allocated to that party by applicable law, the Sales Confirmation, and the agreed Incoterms® rule. Buyer shall indemnify Seller against taxes, penalties, interest, duties, and losses arising from Buyer’s importation, resale, use, exemption certificate, registration, or failure to perform an obligation allocated to Buyer.

11.1. Seller warrants only that, at the applicable risk-transfer point, the Product will materially conform to the express description, governing sample, and specifications stated in the Sales Confirmation, subject to the normal variations disclosed in Section 4.

11.2. TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COURSE OF DEALING, AND USAGE OF TRADE, EXCEPT TO THE EXTENT AN EXCLUSION IS NOT LEGALLY PERMITTED.

11.3. For a valid and timely claim involving nonconforming Product, Seller’s obligation and Buyer’s exclusive remedy shall, at Seller’s option, be replacement of the affected Product, a commercially reasonable price credit, or refund of the price actually paid for the affected Product after its return or other disposition approved by Seller.

11.4. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF PRODUCTION, BUSINESS INTERRUPTION, RECALL COSTS, OR CLAIMS BY BUYER’S CUSTOMER, WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, TO THE FULLEST EXTENT PERMITTED BY LAW.

11.5. SELLER’S AGGREGATE LIABILITY ARISING FROM A TRANSACTION SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE FOR THE SPECIFIC AFFECTED PRODUCT GIVING RISE TO THE CLAIM.

11.6. Seller is not liable for losses caused by Buyer’s improper storage, contamination after risk transfer, processing conditions, formulation, blending, reprocessing, misuse, failure to test, failure to follow safety data, resale representation, or use outside the express specifications stated in the Sales Confirmation.

11.7. Nothing in the Contract excludes or limits liability that cannot lawfully be excluded or limited. Any exclusion or limitation is subject to any mandatory requirement of reasonableness under applicable law.

12.1. Buyer shall make payment only in accordance with written instructions transmitted from jr@jrpoly.com, jriddle@jrvfcorp.com, or message-service@sender.zohobooks.com. Buyer must independently verify any new or changed bank account instructions by calling Seller at +1 (409) 736-0167 before transmitting funds.

12.2. Payment to an unauthorized account, intermediary, or beneficiary does not discharge Buyer’s payment obligation. Buyer bears the risk of failing to complete the required verification procedure.

12.3. All amounts are payable in the stated currency, in immediately available funds, without discount, withholding, deduction, setoff, lien, claim, counterclaim, or chargeback unless Seller expressly agrees in writing or applicable law requires otherwise.

12.4. Time is of the essence for payment. Past-due amounts accrue interest at the lesser of eighteen percent (18%) per annum or the maximum rate permitted by applicable law, together with reasonable collection costs, bank charges, and legal fees to the extent recoverable by law or arbitral award.

Buyer may not assign, delegate, transfer, or novate a Contract without Seller’s prior written consent. Seller may assign receivables to a bank or financing source and may assign or delegate a Contract to an affiliate or successor, provided that Seller remains responsible for obligations not validly assumed by the assignee. No assignment releases Buyer from an existing obligation without Seller’s written consent.

14.1. Buyer shall comply with all applicable U.S. and non-U.S. export controls, economic sanctions, antiboycott laws, customs laws, and restricted-party requirements. Buyer shall not directly or indirectly sell, export, re-export, transfer, divert, finance, or dispose of Product in violation of applicable law.

14.2. Buyer represents that Buyer, its owners, directors, officers, agents, consignees, end users, banks, vessels, and other material transaction parties are not prohibited or restricted parties and that the Product will not be used for a prohibited end use or destination.

14.3. Buyer shall provide accurate end-user, end-use, ownership, consignee, routing, vessel, and banking information upon request and shall maintain a risk-based compliance process sufficient to identify and resolve sanctions and export-control concerns.

14.4. Seller may screen any transaction against OFAC, BIS, U.S. Government consolidated screening resources, and other applicable lists. Seller may suspend or terminate a transaction immediately if Seller reasonably believes performance may violate law, expose Seller or its banks or carriers to sanctions risk, or require a license or authorization not obtained.

14.5. Buyer shall indemnify, defend, and hold harmless Seller and its affiliates, officers, directors, employees, and agents from losses, penalties, claims, and costs arising from Buyer’s breach of this Section.

Buyer requesting open-account or deferred payment terms must complete Seller’s financial approval process, which may include a credit application, trade references, company identifiers, ownership information, financial statements, and background or credit checks. Approval, limits, and terms are determined by Seller case by case and may be withdrawn or modified prospectively based on payment history, volume, or financial condition.

· Seller issues an offer, quotation, or pro forma invoice and Buyer submits a purchase order.

· Buyer must provide an LC application draft or proposed wording for Seller’s review before issuance whenever practicable.

· Buyer shall cause the operative LC or authenticated issuance advice to be received within seventy-two (72) hours after the deadline stated by Seller, unless Seller agrees otherwise.

· Seller may cancel the order and reoffer the Product if an acceptable operative LC is not timely received.

· Seller schedules loading or booking after the LC is operative and accepted. Payment occurs after Seller presents documents that comply with the LC, subject to Section 6.

· Seller may accept a master or revolving LC for multiple shipments only under a separately approved schedule and drawing structure.

· Cash in Advance generally applies to new buyers and spot transactions not approved for other payment terms.

· Buyer shall pay the full invoiced amount within forty-eight (48) hours after the pro forma invoice or other deadline stated by Seller.

· Seller may cancel the order and reoffer the Product if cleared funds are not timely received.

· Booking and transportation responsibilities shall follow the agreed Incoterms® rule and Sales Confirmation.

· When expressly approved, Buyer shall pay the stated deposit within forty-eight (48) hours or the deadline stated in the Sales Confirmation.

· Seller may cancel the order and reoffer the Product if the deposit is not timely received.

· After shipment, Seller may provide a draft or non-negotiable copy of the bill of lading and related shipment evidence. Buyer shall remit the remaining balance within the period stated in the Sales Confirmation.

· Seller releases original negotiable documents, telex-release authority, or other title-control documents only after full cleared payment, except as required by an accepted LC or approved open-account arrangement.

If Buyer pays a deposit and then fails to respond to Seller’s communications for seven (7) consecutive calendar days, Seller may send a final written notice requiring a response within twenty-four (24) hours. If Buyer does not respond, Seller may terminate the unperformed portion of the transaction, release the Product for resale, and apply the deposit as provided in Section 9.5. Seller shall refund any unapplied balance required by the Contract or applicable law. Seller may require one hundred percent (100%) payment before loading on future transactions with that Buyer.

16.1. Except under an accepted LC or approved credit arrangement, Seller is not required to release original negotiable bills of lading, telex-release authority, certificates of origin, or other documents that control possession or release of cargo until full cleared payment is received.

16.2. Seller may provide a draft bill of lading or other preliminary information for review. A draft is not a final transport document and may change before issuance.

16.3. Where Seller reasonably determines that releasing a copy of a final transport document may create an unacceptable cargo-release, fraud, sanctions, or compliance risk, Seller may limit disclosure to a draft or redacted document until payment or other agreed security is received, to the extent permitted by the applicable LC and law.

17.1. Governing Law. The Contract and all non-contractual obligations arising out of or relating to it are governed by the laws of the State of Texas, United States of America, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2. Agreement to Arbitrate. Except as expressly provided in this Section, any controversy, dispute, or claim arising out of or relating to the Contract, these Terms, a quotation, purchase order, Sales Confirmation, invoice, shipment, Product, payment, document, or transaction between Buyer and Seller, including its formation, existence, validity, interpretation, performance, breach, termination, or enforceability, shall be resolved exclusively by final and binding arbitration.

17.3. Domestic Transactions. If Buyer and Seller are both organized or principally located in the United States, the arbitration shall be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules in effect when the arbitration is commenced.

17.4. International Transactions. If either Buyer or Seller is organized or principally located outside the United States, or the transaction otherwise constitutes an international commercial transaction, the arbitration shall be administered by the International Centre for Dispute Resolution (“ICDR”), the international division of the AAA, under its International Arbitration Rules in effect when the arbitration is commenced.

17.5. Seat, Hearing Location, and Language. The legal seat and place of every arbitration shall be Houston, Harris County, Texas, United States of America. The arbitration shall be conducted in English. Conferences, testimony, document presentations, and hearings may be conducted remotely unless the arbitrator determines that an in-person proceeding is reasonably necessary. A remote proceeding or hearing at another physical location does not change the legal seat.

17.6. Arbitrator. The arbitration shall be decided by one neutral arbitrator unless the parties expressly agree in writing to use three arbitrators. The arbitrator should have substantial experience in commercial contracts, commodity trading, polymers, recycling, manufacturing, transportation, international trade, or a substantially related field.

17.7. Arbitration Law and Authority. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement. Texas arbitration law may supplement the Federal Arbitration Act to the extent not inconsistent with it. For an international transaction, the Convention on the Recognition and Enforcement of Foreign Arbitral Awards and its federal implementing legislation apply when applicable. The arbitrator has authority to decide objections concerning jurisdiction and the formation, existence, scope, validity, interpretation, or enforceability of this arbitration provision.

17.8. Remedies, Costs, and Award. The arbitrator may grant any remedy available under the Contract and applicable law, subject to all warranty disclaimers, liability limits, damage exclusions, exclusive remedies, and claim deadlines in the Contract. The arbitrator may award reasonable attorneys’ fees, expert fees, arbitration fees, and costs when authorized by the Contract or applicable law. The award shall be written, state the essential basis for the decision, and be final and binding.

17.9. Judicial Relief and Enforcement. Either party may apply to a court of competent jurisdiction for temporary, emergency, preliminary, or protective relief necessary to preserve property or evidence, prevent the dissipation of assets, protect confidential information, compel arbitration, or confirm, recognize, or enforce an award. Seller may also pursue an undisputed payment obligation, enforce security or possessory rights, or preserve or recover cargo or shipping documents in a court of competent jurisdiction. Seeking such relief does not waive arbitration of the underlying dispute. Judgment on an award may be entered in any court having jurisdiction over a party or its assets.

17.10. Texas Courts. To the extent a judicial proceeding relating to this Section is properly brought in the United States, Buyer and Seller consent to the personal jurisdiction of the state and federal courts located in Harris County, Texas, and waive objections based on venue or inconvenient forum.

17.11. Confidentiality. Except as required by law, regulation, sanctions compliance, banking requirements, insurance requirements, audit, or enforcement of an award, the parties shall keep confidential the existence of the arbitration, submissions, evidence, testimony, hearing, and award. Disclosure may be made to attorneys, accountants, insurers, banks, financing parties, experts, witnesses, affiliates, and other persons who reasonably require the information and are subject to confidentiality obligations.

17.12. Survival. This Section survives delivery, acceptance, payment, nonpayment, cancellation, termination, and expiration of the parties’ commercial relationship, and any alleged invalidity or unenforceability of another Contract provision.

Except for an assignee, indemnitee, or other person expressly granted enforcement rights under the Contract, the Contract is solely for the benefit of Buyer and Seller and does not create rights or remedies in any other person. Buyer and Seller may amend, waive, settle, rescind, or terminate the Contract without the consent of any third party.

19.1. Routine commercial communications may be sent by email to the addresses used by the parties in the transaction. Notices of termination, material breach, arbitration, or legal claim shall be sent to the most recent business email and physical address provided by the receiving party, with evidence of transmission or delivery.

19.2. Buyer is responsible for maintaining accurate contact, billing, consignee, and compliance information and for monitoring the email addresses used in the transaction.

20.1. The Contract constitutes the entire agreement concerning the transaction and supersedes prior proposals, discussions, emails, and representations concerning the same subject, except for fraud or fraudulent misrepresentation.

20.2. No amendment, waiver, credit, deduction, return authorization, or settlement is effective unless stated in a writing authorized by Seller, except that the parties may form or accept a transaction electronically as provided in Section 1.

20.3. A failure or delay in exercising a right is not a waiver. A waiver for one transaction or breach does not waive a later transaction or breach.

20.4. If any provision is invalid, illegal, or unenforceable in a jurisdiction, it shall be modified to the minimum extent necessary or severed, and the remaining provisions remain effective. Invalidity in one jurisdiction does not affect enforceability in another.

20.5. Provisions concerning payment, title, confidentiality, export controls, indemnity, limitations of liability, dispute resolution, and any provision intended by its nature to survive shall survive completion, cancellation, or termination.

This Appendix applies only when JRVF CORP d/b/a JR POLY is purchasing goods from a supplier. It does not apply when JRVF CORP d/b/a JR POLY is the seller. In this Appendix, “JRVF Buyer” means JRVF CORP d/b/a JR POLY and “Supplier” means the seller of goods to JRVF Buyer.

JRVF Buyer’s purchase order and any signed supply agreement control the purchase. Supplier’s conflicting or additional terms are rejected unless JRVF Buyer accepts them in a writing signed by an authorized representative.

Unless the purchase order states otherwise, final payment is due only after JRVF Buyer receives the final load weights, loading photographs or video reasonably requested, and confirmed shipping data sufficient to verify the goods and calculate the final invoice.

When JRVF Buyer controls ocean freight, JRVF Buyer may appoint its own carrier, freight forwarder, or agent. Supplier shall not appoint or substitute an ocean carrier, freight forwarder, trader, distributor, or booking agent without JRVF Buyer’s prior written approval. Supplier shall deliver to the named port or terminal using the designated equipment and within the applicable earliest return date, cutoff, appointment, and gate requirements stated in the purchase order or booking instructions.

Supplier is responsible for inland delay, missed appointment, missed gate, rejected equipment, overweight, improper loading, documentation error, storage, detention, demurrage, or other charges caused by Supplier’s act, omission, loading, packaging, carrier, or failure to follow written booking instructions.

When JRVF Buyer purchases directly from a recognized producer under the producer’s standard terms, those producer terms apply to that purchase to the extent expressly accepted by JRVF Buyer. Producer-direct terms do not modify a separate transaction between JRVF Buyer and a trader, distributor, or other counterparty.

Supplier shall comply with applicable export controls, sanctions, customs, anti-bribery, environmental, transportation, and workplace laws and shall provide accurate origin, composition, classification, weight, and shipping information.

END OF TERMS