CAMPAIGN, PRE-ORDER, ADVANCE RESERVATION AND SPECIAL PROCUREMENT TERMS

Effective Date: 1 September 2026
Last Revised: 3 September 2026

ZOAR VC / ZOAR Ventures
15A, 55B, Purana Paltan, Dhaka
Email: info@zoarventures.com
Phone: +8801705358035

These Campaign, Pre-Order, Advance Reservation and Special Procurement Terms (“Campaign Terms”) constitute an integral and binding part of the ZOAR VC Master Terms and Conditions of Sale, Supply, Pre-Order, Project Execution, Installation, Warranty and Related Services (“Master Terms”).

These Campaign Terms shall be read together with the ZOAR VC:

• Master Terms;
• Return, Replacement, Cancellation and Refund Policy;
• Shipping, Delivery, Collection, Logistics and Order Fulfilment Policy;
• Limited Warranty, Technical Support and Warranty Claims Policy;
• applicable Product-Specific Terms;
• applicable Project Terms;
• applicable quotation, invoice and order confirmation; and
• any Campaign-Specific Terms displayed in connection with the relevant Campaign or Pre-Order.

Where any Campaign-Specific Terms expressly conflict with these general Campaign Terms in relation to a particular Campaign, the Campaign-Specific Terms shall prevail to the extent of that express inconsistency, subject always to mandatory applicable law.

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PART I — PURPOSE AND SCOPE

1. APPLICATION

1.1. These Campaign Terms govern Products offered by ZOAR through:

a. Pre-Order;

b. Advance Reservation;

c. Campaign Procurement;

d. Group Procurement;

e. Batch Procurement;

f. Demand-Based Procurement;

g. Import-on-Demand;

h. Future Arrival;

i. Special Procurement;

j. Special Order;

k. Customer-Specific Sourcing;

l. Manufacturer Production Reservation;

m. Overseas Supplier Reservation;

n. Project Procurement;

or any substantially similar commercial arrangement.

1.2. These Campaign Terms shall apply to all present and future energy-related Products and technologies supplied by ZOAR through such arrangements.

1.3. Such Products may include, without limitation:

solar modules;

inverters;

batteries;

Battery Energy Storage Systems;

UPS systems;

power electronics;

chargers;

EV charging equipment;

generators;

smart-energy devices;

industrial energy equipment;

electrical equipment;

energy-management systems;

renewable-energy equipment;

specialised components;

replacement parts;

future storage technologies;

wind-energy Products;

hydro-energy Products;

tidal-energy Products;

and other future energy technologies.

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PART II — DEFINITIONS

2. “CAMPAIGN”

“Campaign” means a commercial procurement arrangement under which ZOAR may collect Customer commitments, reservations, orders or lawful advance payments before completing procurement of the relevant Products.

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3. “PRE-ORDER”

“Pre-Order” means an order placed for a Product which is not necessarily available as immediately deliverable Ready Stock when the Customer enters into the transaction.

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4. “CAMPAIGN PRODUCT”

“Campaign Product” means any Product offered pursuant to a Campaign, Pre-Order, reservation, special procurement or future-arrival arrangement.

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5. “RESERVATION PAYMENT”

“Reservation Payment” means any lawful advance, deposit, reservation amount, booking amount or similar payment collected for the purpose of evidencing Customer commitment or securing procurement.

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6. “BALANCE PAYMENT”

“Balance Payment” means any unpaid portion of the total purchase price becoming payable after the initial Reservation Payment or other lawful initial payment.

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7. “PROCUREMENT COMMITMENT”

“Procurement Commitment” means the point at which ZOAR incurs or assumes a material commercial obligation in reliance upon a Customer order, including without limitation:

placing a supplier purchase order;

paying a supplier;

paying a supplier deposit;

reserving stock;

reserving manufacturing capacity;

committing foreign currency;

committing freight;

arranging export shipment;

customising a Product;

incurring banking charges;

incurring inspection charges;

or undertaking another materially non-recoverable procurement obligation.

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8. “CAMPAIGN CONFIRMATION”

“Campaign Confirmation” means the point at which ZOAR confirms that the relevant Campaign or procurement batch will proceed.

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9. “ESTIMATED DELIVERY WINDOW”

“Estimated Delivery Window” means a good-faith estimate of the period within which a Campaign Product is expected to become available for delivery.

It shall not constitute a Guaranteed Delivery Date unless ZOAR expressly states otherwise in writing.

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PART III — DISTINCT NATURE OF CAMPAIGN TRANSACTIONS

10. CAMPAIGN PRODUCTS ARE NOT READY STOCK

10.1. Unless expressly identified otherwise, a Campaign Product shall not be regarded as Ready Stock.

10.2. A Campaign Product may:

not yet have been purchased by ZOAR;

be held outside Bangladesh;

be under manufacture;

be subject to supplier allocation;

be awaiting export;

be in international transit;

be awaiting customs clearance;

or otherwise be unavailable for immediate delivery.

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11. CUSTOMER ACKNOWLEDGEMENT

By placing a Campaign or Pre-Order, the Customer expressly acknowledges that:

a. immediate delivery may not be possible;

b. procurement may occur after Customer commitment;

c. international sourcing may be involved;

d. the delivery timeline may depend upon third parties;

e. the Product may be procured specifically in reliance upon Customer demand;

f. certain cancellation rights may become restricted following Procurement Commitment;

and

g. the transaction differs materially from an ordinary Ready Stock purchase.

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PART IV — CAMPAIGN INFORMATION

12. CAMPAIGN-SPECIFIC INFORMATION

ZOAR may publish Campaign-specific information including:

Product description;

model;

indicative specification;

Campaign opening date;

Campaign closing date;

target quantity;

minimum quantity;

maximum allocation;

Reservation Payment;

indicative total price;

Balance Payment;

estimated sourcing period;

Estimated Delivery Window;

warranty classification;

and other relevant conditions.

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13. CAMPAIGN-SPECIFIC TERMS

ZOAR may issue additional Campaign-Specific Terms for any Campaign.

Such terms may address:

payment;

allocation;

supplier conditions;

delivery;

minimum quantity;

maximum quantity;

production;

customisation;

cancellation;

warranty;

or another matter specific to that Campaign.

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PART V — CAMPAIGN TARGETS

14. MINIMUM CAMPAIGN QUANTITY

ZOAR may specify a minimum number of Customer commitments required for a Campaign to proceed.

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15. FAILURE TO REACH MINIMUM QUANTITY

Where the minimum required quantity is not achieved, ZOAR may:

a. cancel the Campaign;

b. extend the Campaign;

c. proceed with fewer orders;

d. revise the commercial structure with Customer consent;

e. offer an alternative Product;

or

f. take another commercially reasonable action.

Where cancellation gives rise to a refund entitlement, such refund shall be administered in accordance with applicable law and ZOAR’s Return and Refund Policy.

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16. MAXIMUM CAMPAIGN CAPACITY

ZOAR may impose a maximum Campaign quantity based on:

supplier allocation;

shipping capacity;

production availability;

regulatory limitations;

or other commercial considerations.

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17. OVERSUBSCRIBED CAMPAIGNS

Where Customer demand exceeds available supply, ZOAR may allocate Products according to a reasonable commercial methodology including:

order confirmation time;

payment confirmation time;

supplier allocation;

Campaign tier;

geographical feasibility;

or another previously disclosed allocation method.

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PART VI — PRODUCT ALLOCATION

18. RESERVATION DOES NOT ALWAYS CONSTITUTE FINAL ALLOCATION

A submitted reservation shall not necessarily constitute an unconditional guarantee of Product allocation until ZOAR confirms such allocation.

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19. SUPPLIER ALLOCATION

Where a supplier supplies fewer units than anticipated, ZOAR may reduce Customer allocations or cancel affected orders where necessary.

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20. PRIORITY OF ALLOCATION

ZOAR may establish reasonable priority rules for allocation provided such rules are not applied unlawfully or deceptively.

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PART VII — PRICE

21. CAMPAIGN PRICE

The applicable Campaign price shall be the price stated in the relevant Campaign documentation, subject to any expressly stated pricing conditions.

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22. INDICATIVE OR PROVISIONAL PRICE

Where ZOAR expressly identifies a Campaign price as:

“Estimated”;

“Indicative”;

“Provisional”;

“Expected”;

or similar wording,

the price shall not become final until ZOAR issues Campaign Confirmation or another final pricing confirmation.

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23. FINAL CONFIRMED PRICE

Once ZOAR expressly confirms a price as final and fixed, ZOAR shall not unilaterally alter such price except where:

a. the Customer changes the order;

b. the Customer changes specification;

c. the Customer requests additional Products or Services;

d. a contractual price-adjustment mechanism expressly applies;

e. a tax, duty or governmental charge legally becomes payable in a manner allocated to the Customer;

or

f. mandatory law otherwise permits adjustment.

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PART VIII — FOREIGN EXCHANGE AND INTERNATIONAL COSTS

24. FOREIGN-EXCHANGE EXPOSURE

Campaign Products may be procured in:

USD;

CNY;

EUR;

or another foreign currency.

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25. FX-BASED PRICING

Where the final Product price has not yet been fixed, ZOAR may calculate or revise the final Campaign price by reference to:

foreign-exchange rates;

bank conversion rates;

supplier currency;

remittance cost;

payment fees;

and other legitimate international transaction costs.

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26. NO CUSTOMER ENTITLEMENT TO ZOAR’S SUPPLIER RATE

The Customer shall have no entitlement to demand disclosure of:

ZOAR’s supplier invoice;

supplier discount;

wholesale price;

procurement margin;

currency hedging arrangement;

freight consolidation margin;

commercial rebate;

or internal cost structure,

except where disclosure is required by law.

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PART IX — ADVANCE AND RESERVATION PAYMENTS

27. COMPLIANCE WITH APPLICABLE LAW

All advance, reservation, deposit, milestone and Campaign payments shall be structured and collected in accordance with mandatory applicable law and payment regulations in force from time to time.

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28. LAWFUL ADVANCE LIMITS

Where mandatory law limits the amount that may be collected in advance for Products not immediately deliverable, ZOAR shall structure the Campaign accordingly.

Such structure may include:

Reservation Payment;

staged payment;

milestone payment;

payment upon arrival;

approved escrow;

or another legally permissible mechanism.

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29. ESCROW

ZOAR may require or permit payments through a regulated or approved escrow mechanism where commercially or legally appropriate.

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30. RESERVATION PAYMENT

A Reservation Payment may be required to:

evidence Customer commitment;

reserve allocation;

support demand forecasting;

support supplier negotiation;

or initiate procurement.

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31. RESERVATION PAYMENT IS NOT A LOAN OR INVESTMENT

A Reservation Payment shall not constitute:

a loan to ZOAR;

an investment in ZOAR;

an equity contribution;

an interest-bearing deposit;

a securities arrangement;

or an entitlement to any return, interest or profit.

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PART X — PROCUREMENT COMMITMENT

32. PROCUREMENT MAY COMMENCE IN RELIANCE UPON CUSTOMER ORDER

The Customer expressly acknowledges that ZOAR may incur financial obligations in reliance upon a confirmed Campaign order.

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33. TYPES OF PROCUREMENT COMMITMENT

ZOAR may incur:

supplier deposits;

purchase-order commitments;

manufacturing deposits;

inventory reservation charges;

testing charges;

inspection charges;

foreign-exchange expenses;

bank charges;

shipping reservation charges;

packaging charges;

customisation expenditure;

or other procurement-related expenditure.

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34. EFFECT OF PROCUREMENT COMMITMENT

Following Procurement Commitment, the Customer’s right to voluntarily cancel may be materially restricted to the fullest extent permitted by applicable law.

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PART XI — CUSTOMER CANCELLATION BEFORE PROCUREMENT

35. PRE-COMMITMENT CANCELLATION

Where the Customer requests cancellation before ZOAR has incurred a material or non-recoverable Procurement Commitment, ZOAR may permit cancellation subject to:

Campaign-Specific Terms;

payment-provider rules;

and applicable law.

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36. ADMINISTRATIVE COSTS

Where legally permitted and properly disclosed, reasonable non-recoverable transactional expenses actually incurred before cancellation may be deducted.

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PART XII — CUSTOMER CANCELLATION AFTER PROCUREMENT

37. NO UNCONDITIONAL RIGHT AFTER PROCUREMENT COMMITMENT

Once ZOAR has materially relied upon the Customer’s order and incurred Procurement Commitment, the Customer shall not possess an unconditional contractual right to cancel merely because:

the Customer changes his or her mind;

no longer requires the Product;

experiences a change in financial circumstances;

finds an alternative Product;

finds a lower price;

changes project plans;

or otherwise elects not to proceed.

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38. DISCRETIONARY POST-COMMITMENT CANCELLATION

ZOAR may nevertheless agree to cancellation as a discretionary commercial accommodation.

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39. NON-RECOVERABLE COSTS

Where permitted by law and properly disclosed, ZOAR may deduct or recover actual non-recoverable costs caused by Customer cancellation, including:

supplier cancellation charge;

supplier deposit forfeiture;

foreign-exchange loss;

bank fee;

international remittance fee;

inspection fee;

customisation cost;

shipping commitment;

storage cost;

repacking cost;

or another reasonably attributable procurement loss.

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40. NO PUNITIVE FORFEITURE

Nothing in these Campaign Terms authorises ZOAR to retain sums in a manner prohibited by mandatory law.

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PART XIII — BALANCE PAYMENT

41. BALANCE PAYMENT NOTICE

ZOAR may notify the Customer when Balance Payment becomes due.

Such notice may be provided by:

email;

SMS;

telephone;

Customer account;

WhatsApp;

or another reasonable communication method.

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42. PAYMENT DEADLINE

The Customer shall pay the Balance Payment within the period specified in the applicable Campaign Terms or payment notice.

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43. FAILURE TO PAY BALANCE

Where the Customer fails to pay an undisputed Balance Payment when due, ZOAR may, subject to applicable law:

a. suspend fulfilment;

b. withhold dispatch;

c. withhold installation;

d. cancel Customer allocation;

e. place the Product into storage;

f. offer the Product to another Customer;

g. recover lawful storage or handling costs;

or

h. exercise another contractual remedy.

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44. CUSTOMER DEFAULT

Persistent failure to pay a due Balance Payment may constitute Customer default.

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45. REALLOCATION

Following Customer default and reasonable notice where required, ZOAR may reallocate or resell the Product.

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46. ACCOUNTING FOLLOWING REALLOCATION

Any amount refundable after lawful deduction of non-recoverable Customer-default costs shall be determined in accordance with:

the Campaign-Specific Terms;

ZOAR’s Return and Refund Policy;

and mandatory law.

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PART XIV — PRODUCT SPECIFICATION AND SUPPLIER REVISION

47. MANUFACTURER REVISION

Manufacturers may revise:

packaging;

cosmetic design;

component placement;

firmware;

labelling;

minor dimensions;

or non-material specifications

during the period between Campaign launch and production.

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48. NON-MATERIAL CHANGES

A non-material manufacturer revision shall not constitute grounds for cancellation where the Product’s:

essential purpose;

material performance;

safety;

rated capacity;

and principal agreed characteristics

remain substantially equivalent.

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49. MATERIAL CHANGES

Where a manufacturer changes the Product in a manner materially affecting the essential contractual specification, ZOAR may:

a. seek Customer approval;

b. offer an alternative;

c. provide an upgraded model;

or

d. cancel the affected order and provide the legally applicable remedy.

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PART XV — PRODUCT SUBSTITUTION

50. NO AUTOMATIC SUBSTITUTION OF MATERIAL SPECIFICATION

ZOAR shall not substitute a materially different Product without appropriate Customer approval where such approval is reasonably required.

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51. EQUIVALENT OR SUPERIOR ALTERNATIVE

Where the originally ordered Product becomes unavailable, ZOAR may offer a technically equivalent or superior Product.

The Customer shall not be required to accept a materially different substitute unless contractually agreed.

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PART XVI — SUPPLIER AND MANUFACTURER FAILURE

52. SUPPLIER NON-PERFORMANCE

ZOAR may depend upon independent:

manufacturers;

distributors;

factories;

OEMs;

exporters;

freight forwarders;

and other suppliers.

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53. SUPPLIER DELAY

Supplier delay may extend the Estimated Delivery Window.

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54. SUPPLIER CANCELLATION

Where a supplier cancels or becomes incapable of performing, ZOAR may:

source from an alternative supplier;

offer an alternative Product;

extend procurement;

or cancel the affected Campaign order.

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55. MANUFACTURER DISCONTINUATION

If the Product is discontinued before procurement is completed, ZOAR may offer:

a successor model;

an equivalent Product;

a superior Product;

or cancellation.

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PART XVII — PRODUCTION DELAYS

56. MANUFACTURING SCHEDULE

A manufacturer’s production schedule remains outside ZOAR’s exclusive control.

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57. FACTORY DELAYS

Production may be affected by:

component shortage;

factory capacity;

quality-control failure;

factory holidays;

energy shortage;

labour shortage;

government restriction;

raw-material shortage;

or other manufacturing events.

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58. QUALITY-CONTROL DELAYS

ZOAR may accept a reasonable delay rather than knowingly procure or deliver Products which fail applicable quality requirements.

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PART XVIII — INTERNATIONAL LOGISTICS

59. INTERNATIONAL SOURCING

Campaign Products may be sourced from any jurisdiction selected by ZOAR based upon commercial suitability.

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60. SHIPPING METHOD

ZOAR may use:

air freight;

sea freight;

rail;

road;

courier;

consolidated freight;

multimodal freight;

or another lawful transportation method.

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61. ROUTE CHANGES

ZOAR may change:

freight route;

port;

airport;

carrier;

freight forwarder;

consolidation arrangement;

or transport method

where reasonably necessary.

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62. INTERNATIONAL DELAY

International shipment may be delayed by:

airline cancellation;

vessel delay;

transshipment;

port congestion;

weather;

flight restrictions;

shipping schedule changes;

customs;

inspection;

documentation;

or other logistical circumstances.

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PART XIX — CUSTOMS AND IMPORTATION

63. CUSTOMS PROCESS

Campaign Products imported into Bangladesh may be subject to:

customs declaration;

classification;

valuation;

assessment;

physical examination;

testing;

documentation verification;

regulatory clearance;

or other governmental procedures.

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64. CUSTOMS DELAY

Customs delay shall not, of itself, constitute a contractual breach by ZOAR where ZOAR has exercised reasonable commercial diligence.

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65. CUSTOMS VALUATION AND CLASSIFICATION

ZOAR does not guarantee that a governmental authority will adopt any anticipated:

tariff classification;

valuation;

duty rate;

tax treatment;

or regulatory interpretation.

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66. IMPORT RESTRICTION

Where a Product becomes lawfully restricted or prohibited, ZOAR may:

seek lawful alternative clearance;

change specification where legally permissible and Customer-approved;

offer another Product;

or cancel the order.

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PART XX — TAXES, DUTIES AND REGULATORY COSTS

67. INCLUDED AND EXCLUDED COSTS

Whether Campaign pricing includes:

customs duty;

VAT;

tax;

freight;

insurance;

port handling;

delivery;

or another charge

shall be determined by the relevant Campaign page, quotation or order confirmation.

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68. NEW GOVERNMENT CHARGES

Where a new mandatory governmental charge is imposed after Campaign launch but before final contractual pricing is fixed, ZOAR may reflect that charge in the final price where legally permissible.

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PART XXI — DELIVERY TIMELINE

69. ESTIMATED DELIVERY WINDOW

Campaign delivery periods are estimates unless expressly designated as guaranteed.

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70. ESTIMATE IS NOT ESSENCE OF CONTRACT

Unless expressly agreed otherwise or mandatory law provides otherwise, time shall not be considered of the essence merely because ZOAR publishes an Estimated Delivery Window.

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71. REVISED ESTIMATE

Where circumstances materially affect procurement, ZOAR may issue a revised Estimated Delivery Window.

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72. CUSTOMER ACCEPTANCE OF REVISED TIMELINE

Where the Customer expressly accepts a revised timeline, such revised timeline shall thereafter govern the expected fulfilment schedule, subject to mandatory law.

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PART XXII — DELAY

73. ORDINARY DELAY

Minor, reasonable or commercially immaterial delay shall not automatically create a right to:

cancel;

claim compensation;

claim interest;

or claim damages.

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74. MATERIAL DELAY

Where a delay reaches a level at which applicable law or the Campaign-Specific Terms confer a cancellation or refund right, ZOAR shall administer the legally required remedy.

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75. NO CONSEQUENTIAL DAMAGES FOR DELAY

To the fullest extent permitted by law, delay shall not entitle the Customer to compensation for:

lost profit;

lost revenue;

business interruption;

lost opportunity;

project delay penalties;

financing cost;

rental cost;

loss of expected savings;

or other indirect or consequential loss.

The Contract Act recognises compensation for loss naturally arising from breach while excluding remote and indirect loss.

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PART XXIII — FORCE MAJEURE

76. FORCE MAJEURE EVENTS

ZOAR shall not be liable for failure, interruption or delay arising from circumstances beyond its reasonable control, including:

war;

armed conflict;

civil disturbance;

embargo;

sanctions;

government action;

import restrictions;

export restrictions;

epidemic;

pandemic;

factory closure;

natural disaster;

flood;

cyclone;

earthquake;

fire;

port closure;

airport closure;

customs closure;

transport disruption;

carrier cancellation;

strike;

labour disruption;

supply-chain interruption;

component shortage;

cyber incident;

or major infrastructure failure.

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77. ZOAR’S RIGHTS DURING FORCE MAJEURE

ZOAR may reasonably:

suspend performance;

extend delivery estimates;

change supplier;

change freight route;

change shipping method;

split shipments;

offer an alternative;

or cancel procurement where performance becomes impossible or commercially impracticable.

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78. MANDATORY REMEDIES PRESERVED

Force Majeure shall not exclude a refund or remedy which mandatory law expressly requires ZOAR to provide.

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PART XXIV — CAMPAIGN CANCELLATION BY ZOAR

79. ZOAR’S RIGHT TO CANCEL CAMPAIGN

ZOAR may cancel a Campaign where reasonable commercial or legal grounds exist, including:

insufficient demand;

supplier cancellation;

manufacturer discontinuation;

material supplier price change before price fixation;

import prohibition;

regulatory restriction;

quality-control concern;

fraud;

sanctions;

safety concern;

or material commercial impracticability.

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80. CUSTOMER REMEDY FOLLOWING ZOAR CANCELLATION

Where ZOAR cancels and cannot lawfully fulfil the order, the Customer shall receive such refund or other remedy as is required under:

mandatory law;

the Campaign-Specific Terms;

and ZOAR’s Return and Refund Policy.

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81. NO ADDITIONAL WINDFALL COMPENSATION

Unless required by law or expressly agreed in writing, Campaign cancellation shall not entitle the Customer to compensation exceeding the Customer’s legally recoverable monetary interest in the affected transaction.

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PART XXV — CUSTOMER-REQUESTED MODIFICATION

82. CHANGES AFTER ORDER

Any request to change:

model;

capacity;

colour;

configuration;

quantity;

delivery location;

accessories;

or another order characteristic

shall be subject to ZOAR approval.

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83. CHANGE COSTS

A Customer-requested change may result in:

additional price;

additional procurement time;

supplier modification charge;

additional freight;

or other additional cost.

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84. CHANGES MAY BE IMPOSSIBLE

ZOAR may refuse a requested modification after Procurement Commitment where the supplier or logistics process no longer permits alteration.

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PART XXVI — CUSTOMISED CAMPAIGN PRODUCTS

85. CUSTOMISED PROCUREMENT

Where a Campaign Product is customised specifically for the Customer, cancellation rights may be further restricted to the fullest extent permitted by applicable law.

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86. CUSTOMISATION MAY INCLUDE

Customisation may include:

voltage;

connector;

firmware;

branding;

colour;

mounting structure;

capacity;

configuration;

communication protocol;

packaging;

or another Customer-specific requirement.

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PART XXVII — WARRANTY

87. WARRANTY CLASSIFICATION

Campaign Products may carry:

Manufacturer Warranty;

Distributor Warranty;

Supplier Warranty;

ZOAR Service Warranty;

Project Warranty;

or another stated warranty classification.

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88. WARRANTY START DATE

The applicable warranty commencement date shall be determined by the relevant Warranty Policy, manufacturer warranty or Campaign-Specific Terms.

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89. CAMPAIGN STATUS DOES NOT ENLARGE WARRANTY

The fact that a Product was purchased through Campaign or Pre-Order shall not enlarge the Product’s normal warranty.

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PART XXVIII — CUSTOMER DUTY TO REVIEW SPECIFICATION

90. REVIEW BEFORE ORDER

The Customer shall carefully review before ordering:

model;

capacity;

dimensions;

voltage;

connector;

compatibility;

country version;

warranty;

estimated timeline;

and other relevant specifications.

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91. CUSTOMER SELECTION ERROR

Where ZOAR supplied the Product correctly ordered by the Customer, a Customer selection error shall not automatically create a cancellation or refund entitlement.

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PART XXIX — COMPATIBILITY

92. CUSTOMER RESPONSIBILITY

Unless ZOAR expressly confirms compatibility in writing, the Customer remains responsible for determining Product compatibility with:

existing equipment;

battery system;

solar system;

vehicle;

building;

grid;

software;

communication protocol;

or other infrastructure.

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93. CHANGING THIRD-PARTY SYSTEMS

ZOAR shall not be liable where compatibility is subsequently affected by:

third-party firmware;

vehicle firmware;

cloud-service changes;

software updates;

utility changes;

or another external modification.

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PART XXX — CAMPAIGN ORDER TRANSFER

94. NO AUTOMATIC TRANSFER

A Campaign reservation or allocation may not be transferred, assigned or resold before delivery without ZOAR’s written approval.

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95. APPROVED TRANSFER

ZOAR may impose reasonable verification requirements before recognising a transfer.

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PART XXXI — CUSTOMER FAILURE TO TAKE DELIVERY

96. PRODUCT READY FOR DELIVERY

Once ZOAR notifies the Customer that the Product is ready, the Customer shall:

pay any outstanding Balance Payment;

provide delivery information;

and accept delivery within the applicable period.

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97. CUSTOMER DELAY

Customer-caused delay may result in:

storage;

rescheduling;

additional handling;

or other reasonable costs.

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98. PROLONGED CUSTOMER FAILURE

Where a Customer fails for a prolonged period to:

pay;

respond;

collect;

or accept delivery,

ZOAR may, subject to reasonable notice and applicable law:

cancel allocation;

place the Product in storage;

reallocate the Product;

resell the Product;

or exercise another lawful remedy.

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PART XXXII — STORAGE

99. FREE STORAGE NOT UNLIMITED

Campaign purchase shall not create a right to indefinite free storage.

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100. STORAGE CHARGES

Where the Customer fails to accept delivery after readiness notification, ZOAR may impose reasonable storage charges following any applicable free-storage period, where such charges are legally permissible and appropriately disclosed.

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PART XXXIII — SPECIAL ORDER AND PROJECT PROCUREMENT

101. PROJECT PROCUREMENT

Products acquired for a specific commercial or industrial project may be subject to:

milestone payments;

supplier commitments;

engineering approvals;

site schedules;

project delivery schedules;

and Project-Specific Terms.

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102. PROJECT TERMS PREVAIL

Where project procurement is governed by a separately executed Project Agreement, that agreement shall prevail concerning matters specifically addressed therein.

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PART XXXIV — OWNERSHIP AND RISK

103. TITLE

Title to Campaign Products shall pass in accordance with:

the Master Terms;

invoice;

Campaign-Specific Terms;

Project Terms;

or other applicable contractual documentation.

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104. RETENTION OF TITLE

For commercial or project transactions, ZOAR may expressly reserve title to Products until full payment has been received, to the extent legally enforceable.

The Sale of Goods Act permits a seller, by contractual terms, to reserve the right of disposal until stated conditions have been fulfilled.

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105. RISK

Risk shall pass according to the applicable contractual delivery arrangement and mandatory law.

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PART XXXV — NO CUSTOMER INTEREST IN INVENTORY

106. NO BENEFICIAL OWNERSHIP BEFORE ALLOCATION

A Campaign reservation shall not give the Customer:

ownership of ZOAR inventory;

security interest;

beneficial interest in supplier inventory;

ownership of freight;

or proprietary interest in any undivided batch

unless and until ownership passes under the applicable contract.

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PART XXXVI — BATCH PROCUREMENT

107. CONSOLIDATED PROCUREMENT

ZOAR may consolidate multiple Customer orders into a single:

supplier order;

freight shipment;

container;

air cargo shipment;

or procurement batch.

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108. CUSTOMER HAS NO RIGHT TO CONTROL CONSOLIDATION

The Customer shall have no right to dictate:

other Customer orders;

container utilisation;

freight consolidation;

supplier negotiation;

or ZOAR’s internal procurement structure.

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PART XXXVII — SUPPLIER CONFIDENTIALITY

109. PROCUREMENT INFORMATION

ZOAR’s:

supplier identities;

supplier pricing;

factory relationships;

sourcing arrangements;

commercial margins;

negotiated terms;

logistics structures;

and procurement processes

shall constitute ZOAR’s confidential commercial information except to the extent disclosure is legally required.

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PART XXXVIII — PROMOTIONS

110. CAMPAIGN DISCOUNTS

Campaign pricing may differ from:

future retail price;

previous retail price;

supplier price;

or another Campaign price.

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111. NO FUTURE PRICE PROTECTION

After entering into a Campaign at an agreed price, the Customer shall not automatically become entitled to:

a refund;

credit;

rebate;

or price adjustment

merely because ZOAR later sells the Product at a lower price.

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112. NO SURCHARGE AFTER FIXED PRICE EXCEPT AS AGREED

Conversely, once the Customer’s price has been expressly fixed, ZOAR shall not increase that fixed price except under an agreed contractual adjustment mechanism or mandatory legal requirement.

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PART XXXIX — CAMPAIGN COMMUNICATIONS

113. COMMUNICATION CHANNELS

ZOAR may communicate Campaign updates through:

website;

Customer account;

email;

SMS;

telephone;

WhatsApp;

social media;

or another reasonable channel.

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114. CUSTOMER CONTACT INFORMATION

The Customer is responsible for maintaining accurate contact information.

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115. FAILURE TO RECEIVE NOTICE

ZOAR shall not be responsible for Customer failure to receive an otherwise properly transmitted notice because of:

incorrect contact details;

spam filtering;

disabled telephone number;

blocked messaging;

or Customer failure to monitor the designated communication channel.

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PART XL — ESTIMATES AND PUBLIC STATEMENTS

116. MARKETING ESTIMATES

General promotional statements concerning anticipated arrival, supplier progress or Campaign timing shall not override final Campaign-Specific Terms.

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117. INFORMAL REPRESENTATIONS

No informal statement by a salesperson, social-media administrator, agent or contractor shall amend Campaign Terms unless confirmed in authorised written contractual documentation.

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PART XLI — CUSTOMER DEFAULT

118. EVENTS OF CUSTOMER DEFAULT

Customer default may include:

failure to pay an undisputed Balance Payment;

fraudulent payment;

material misrepresentation;

refusal of conforming delivery without lawful justification;

failure to provide required information;

or material breach of the applicable Campaign contract.

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119. ZOAR REMEDIES

Subject to mandatory law, ZOAR may in response to Customer default:

suspend performance;

cancel allocation;

withhold dispatch;

recover reasonable additional costs;

resell the Product;

restrict future Campaign participation;

require future advance payment;

or pursue another lawful contractual remedy.

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PART XLII — FRAUD AND ABUSE

120. FALSE CAMPAIGN ORDERS

ZOAR may restrict or cancel orders reasonably suspected of being:

fraudulent;

abusive;

placed using stolen payment credentials;

created to manipulate Campaign quantity;

or otherwise illegitimate.

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121. MULTIPLE ACCOUNTS

ZOAR may aggregate or reject multiple orders used to circumvent:

Campaign limits;

Customer limits;

promotional restrictions;

or allocation rules.

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PART XLIII — CHARGEBACKS

122. FALSE CHARGEBACKS

The Customer shall not knowingly initiate a false or misleading chargeback for a legitimate Campaign transaction.

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123. ZOAR EVIDENCE

ZOAR may provide:

Campaign Terms;

Customer acceptance;

supplier commitment evidence;

payment records;

order records;

communications;

and delivery records

to a payment provider or financial institution in response to a dispute.

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PART XLIV — REFUNDS

124. REFUND ENTITLEMENT

Refunds shall arise only where:

a. mandatory law requires a refund;

b. these Campaign Terms expressly provide a refund;

c. Campaign-Specific Terms provide a refund;

or

d. ZOAR voluntarily authorises a refund.

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125. REFUND METHOD

Where mandatory law requires refund through the original payment medium, ZOAR shall process the refund accordingly.

The presently published Digital Commerce Operation Guidelines require covered refunds to be made through the same payment medium within the prescribed period, excluding the payment-provider’s processing period.

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126. NO INTEREST

Unless mandatory law expressly provides otherwise, refunded amounts shall not accrue contractual interest merely because the Customer participated in a Campaign.

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127. NO DOUBLE RECOVERY

A Customer may not obtain duplicate recovery through:

ZOAR refund;

bank reversal;

chargeback;

payment-provider reimbursement;

insurance;

or another reimbursement mechanism.

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PART XLV — LIMITATION OF LIABILITY

128. INDIRECT AND CONSEQUENTIAL LOSS

To the fullest extent permitted by applicable law, ZOAR shall not be liable for:

loss of profit;

loss of business;

loss of revenue;

lost production;

lost opportunity;

loss of anticipated savings;

project penalties;

loss of goodwill;

finance cost;

or indirect, special or consequential loss arising from Campaign delay, cancellation or procurement failure.

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129. MAXIMUM MONETARY LIABILITY

Subject to mandatory law and any separately executed contractual undertaking, ZOAR’s aggregate monetary liability arising solely from a particular Campaign order shall not exceed the amount actually received by ZOAR from the Customer in respect of that affected Campaign Product.

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130. NON-EXCLUDABLE LIABILITY

Nothing herein excludes liability which applicable mandatory law expressly prohibits ZOAR from excluding.

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PART XLVI — CUSTOMER INDEMNITY

131. CUSTOMER-CAUSED LOSS

To the fullest extent permitted by law, the Customer shall indemnify ZOAR against direct losses, liabilities and reasonable costs arising from:

false information;

fraudulent conduct;

unlawful Product use;

material breach;

unauthorised resale representation;

or Customer-requested customisation infringing third-party rights.

The Contract Act expressly recognises contractual indemnity arrangements.

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PART XLVII — NO PARTNERSHIP OR INVESTMENT RELATIONSHIP

132. CUSTOMER IS PURCHASER ONLY

Participation in a Campaign does not create:

a partnership;

joint venture;

agency;

fiduciary relationship;

investment relationship;

shareholding;

or profit-sharing arrangement between the Customer and ZOAR.

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PART XLVIII — ENTIRE CAMPAIGN AGREEMENT

133. CONTRACTUAL DOCUMENTS

The Campaign transaction shall be governed collectively by:

the Campaign-Specific Terms;

order confirmation;

invoice;

Product-Specific Terms;

these Campaign Terms;

the Master Terms;

and incorporated ZOAR policies.

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134. PRIORITY

Any separately executed written agreement shall prevail to the extent expressly provided therein.

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PART XLIX — CERTAINTY OF TERMS

135. SPECIFIC CAMPAIGN PARTICULARS

Each Campaign should, where relevant, identify with reasonable certainty:

Product;

quantity;

price or pricing mechanism;

payment structure;

estimated timeline;

and relevant special conditions.

The Contract Act provides that agreements whose meaning is not certain, or capable of being made certain, may be void for uncertainty.

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PART L — GOVERNING LAW

136. GOVERNING LAW

These Campaign Terms shall be governed by and construed in accordance with the laws of Bangladesh in force from time to time.

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137. MANDATORY DIGITAL-COMMERCE REQUIREMENTS

Where a Campaign transaction is subject to mandatory digital-commerce requirements concerning:

advance payments;

escrow;

delivery;

refund;

consumer information;

or complaint handling,

such mandatory requirements shall apply.

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PART LI — SAVING OF MANDATORY RIGHTS

138. NO UNLAWFUL EXCLUSION

Nothing in these Campaign Terms is intended to exclude or restrict a Customer right which applicable mandatory law does not permit ZOAR to exclude.

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139. MINIMUM NECESSARY MODIFICATION

Where any provision is inconsistent with mandatory law, that provision shall be modified, restricted or disregarded only to the minimum extent necessary for legal compliance.

All remaining portions and protections afforded to ZOAR shall continue in full force.

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PART LII — NO WAIVER

140. NO WAIVER BY INDULGENCE

Where ZOAR:

extends a payment deadline;

accepts late payment;

waives a fee;

permits cancellation;

provides a goodwill refund;

or grants another accommodation

in one case, such accommodation shall not create any entitlement or precedent in another case.

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PART LIII — SEVERABILITY

141. SEVERABILITY

If a provision of these Campaign Terms is held invalid, unlawful or unenforceable, it shall be modified or severed only to the minimum extent necessary.

The remainder shall continue in force.

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PART LIV — AMENDMENT

142. FUTURE CAMPAIGNS

ZOAR may amend, supplement or replace these general Campaign Terms for future Campaign transactions.

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143. EXISTING CAMPAIGN

The Campaign Terms governing an already confirmed order shall ordinarily remain those applicable when the order was confirmed, except where:

mandatory law changes;

the Customer agrees to amended terms;

or another lawful contractual mechanism applies.

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PART LV — FUTURE ENERGY PRODUCTS

144. FUTURE-PROOF APPLICATION

These Campaign Terms are intended to apply to future Products and technologies not presently offered by ZOAR.

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145. PRODUCT-SPECIFIC SUPPLEMENTS

ZOAR may issue additional Campaign terms for future:

battery technologies;

large-scale energy storage;

solar systems;

EV infrastructure;

wind-energy systems;

tidal-energy systems;

grid technologies;

hydrogen-related technologies;

or other emerging energy Products.

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CUSTOMER ACKNOWLEDGEMENT

By submitting or confirming a Campaign or Pre-Order, the Customer acknowledges, represents and agrees that:

(a) the Campaign Product may not constitute Ready Stock;

(b) procurement may occur only after Customer commitment;

(c) ZOAR may rely upon the Customer’s confirmed order when committing funds or entering into supplier obligations;

(d) international sourcing, manufacturing, freight, customs and regulatory processes may materially affect the Estimated Delivery Window;

(e) an Estimated Delivery Window is not a Guaranteed Delivery Date unless expressly stated otherwise in writing;

(f) Customer cancellation rights may become restricted after Procurement Commitment;

(g) lawful non-recoverable procurement costs may, where properly disclosed and permitted by law, affect the amount refundable following Customer-requested cancellation;

(h) Balance Payment must be made when properly due;

(i) Customer failure to pay or accept delivery may result in suspension, cancellation, storage, reallocation or other lawful remedies;

(j) minor manufacturer revisions which do not materially alter essential Product characteristics shall not automatically create a cancellation right;

(k) Campaign participation does not constitute an investment, loan, partnership or interest-bearing arrangement;

(l) ZOAR does not guarantee supplier production, international transportation, customs timing or other matters outside its reasonable control;

(m) ZOAR’s liability for indirect and consequential commercial losses is excluded to the fullest extent permitted by law;

and

(n) the Customer has read and accepted these Campaign Terms together with all applicable ZOAR policies.

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REQUIRED CAMPAIGN CHECKOUT ACKNOWLEDGEMENT

“I acknowledge and agree that this Product is offered through a Campaign, Pre-Order, Advance Reservation or Special Procurement arrangement and may not constitute Ready Stock. I understand that ZOAR VC may procure the Product in reliance upon confirmed Customer commitments and that the stated procurement and delivery periods are estimates unless expressly guaranteed. I have reviewed and accepted the applicable payment structure, cancellation provisions, Balance Payment obligations, delivery conditions, refund rules and the ZOAR VC Campaign, Pre-Order, Advance Reservation and Special Procurement Terms.”

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RECOMMENDED PROCUREMENT-COMMITMENT ACKNOWLEDGEMENT

For Products involving special importation or supplier commitment, ZOAR should additionally require:

“I acknowledge that, following confirmation of my order, ZOAR VC may incur non-recoverable obligations to manufacturers, suppliers, freight providers, financial institutions and other third parties in reliance upon my commitment. I understand that, to the fullest extent permitted by applicable law, my ability to voluntarily cancel the order may therefore become restricted once such procurement obligations have been incurred.”

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RECOMMENDED BALANCE-PAYMENT ACKNOWLEDGEMENT

“I acknowledge that any remaining Balance Payment shall become payable upon the trigger stated in the applicable Campaign Terms or payment notice. I understand that failure to pay an undisputed Balance Payment when properly due may result in suspension of fulfilment, storage, cancellation or reallocation of the Product and recovery of such reasonable Customer-default costs as may lawfully be recoverable.”

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RECOMMENDED IMPORT-TIMELINE ACKNOWLEDGEMENT

“I acknowledge that international procurement may involve manufacturing, supplier processing, foreign domestic transportation, export procedures, international freight, customs clearance, regulatory examination, local warehousing and final delivery. Unless ZOAR VC expressly provides a written Guaranteed Delivery Date, all stated arrival and delivery periods are good-faith estimates and may change as a result of circumstances outside ZOAR VC’s reasonable control.”

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