SHIPPING, DELIVERY, COLLECTION, LOGISTICS AND ORDER FULFILMENT POLICY

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

This Shipping, Delivery, Collection, Logistics and Order Fulfilment Policy (“Policy”) forms 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”).

This Policy applies to all Products, services, orders, quotations, invoices, pre-orders, campaigns, projects, installations, collections, deliveries and fulfilment arrangements supplied, arranged, facilitated or administered by ZOAR Ventures, including under the trading and brand names ZOAR Ventures and ZOAR VC (“ZOAR”, “we”, “us” or “our”).

This Policy shall be read together with the applicable Return, Replacement, Cancellation and Refund Policy, Warranty Policy, Product-Specific Terms, Campaign Terms, Project Terms, quotation, invoice, order confirmation, purchase agreement, installation terms and any other contractual documentation governing the relevant transaction.

Where there is any inconsistency between this Policy and a transaction-specific written agreement, the transaction-specific agreement shall prevail only to the extent of that inconsistency. Where no transaction-specific term applies, this Policy shall govern to the fullest extent permitted by applicable law.

Legal Name: ZOAR Ventures
Trading and Brand Names: ZOAR Ventures and ZOAR VC
Registered and Correspondence Address: 15A, 55B, Purana Paltan, Dhaka, Bangladesh
Email: info@zoarventures.com
Phone: +8801705358035

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PART I — SCOPE AND APPLICATION

1. APPLICATION OF THIS POLICY

1.1. This Policy governs the processing, preparation, allocation, dispatch, carriage, transportation, delivery, collection, storage and fulfilment of all Products supplied, sold, imported, distributed, installed or otherwise arranged by ZOAR.

1.2. This Policy applies, to the fullest extent reasonably applicable, to all present and future Product categories supplied by ZOAR, including without limitation:

• solar modules;
• solar systems;
• inverters;
• batteries;
• Battery Energy Storage Systems;
• chargers;
• power electronics;
• EV charging equipment;
• generators;
• electrical equipment;
• energy-management equipment;
• industrial energy systems;
• smart-energy products;
• renewable-energy technologies;
• replacement components;
• spare parts;
• large equipment;
• project materials;
• custom-manufactured Products;
• imported Products;
• Campaign Products;
• Pre-Order Products;
• and any future energy-related, electrical, industrial, technology-related or renewable-energy Product supplied by ZOAR.

1.3. The omission of any future Product category from this Policy shall not exclude that Product from the application of this Policy.

1.4. This Policy may apply whether fulfilment is performed directly by ZOAR, through a supplier, manufacturer, warehouse, freight forwarder, courier, logistics provider, installer, subcontractor or other third party.

1.5. ZOAR may determine the commercially appropriate method, route, carrier, warehouse, delivery schedule and fulfilment process for each order, subject to the applicable contract and mandatory law.

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PART II — DEFINITIONS

2. READY STOCK

“Ready Stock” means a Product which ZOAR represents as physically available for ordinary fulfilment at or around the time the Customer places the order.

Ready Stock does not necessarily mean that the Product:

• is located at the Customer’s nearest warehouse;
• is immediately dispatchable without verification;
• has completed payment verification;
• has completed quality-control procedures;
• is reserved exclusively for the Customer;
• or can be delivered on the same day.

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3. PRE-ORDER PRODUCT

“Pre-Order Product” means a Product which is not necessarily held as immediately available Ready Stock and which may require future procurement, manufacturer allocation, international sourcing, production, shipment or importation.

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4. CAMPAIGN PRODUCT

“Campaign Product” means a Product procured or proposed to be procured through a demand-based, batch-based, reservation-based, group-procurement or campaign-based commercial arrangement.

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5. PROJECT PRODUCT

“Project Product” means any Product acquired or supplied for a project, installation, construction activity, industrial system, commercial energy system or other transaction involving staged procurement, delivery, storage, installation, commissioning or implementation.

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6. DELIVERY DATE

Unless expressly stated in a written document to be a guaranteed date, a “Delivery Date”, “Estimated Delivery Date”, “Expected Delivery”, “ETA”, “Arrival Date” or similar expression shall constitute a good-faith estimate only and shall not be treated as an absolute contractual guarantee.

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7. CUSTOMER

“Customer” means the person, entity, business, organisation or representative placing an order, approving a quotation, making payment, receiving a Product or otherwise entering into a transaction with ZOAR.

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8. AUTHORISED RECIPIENT

“Authorised Recipient” means the Customer or any person who is identified by the Customer, present at the stated delivery premises, employed at the delivery location or reasonably appears to be authorised to receive the shipment.

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9. FORCE MAJEURE

“Force Majeure” means any event, circumstance, condition, omission, delay or disruption beyond ZOAR’s reasonable control, including the events described in Part XXV of this Policy.

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PART III — GENERAL DELIVERY PRINCIPLES

10. DELIVERY AVAILABILITY

10.1. ZOAR may offer delivery to such areas and through such carriers as ZOAR determines commercially appropriate from time to time.

10.2. Delivery availability may depend upon:

• Product type;
• Product dimensions;
• Product weight;
• dangerous-goods classification;
• battery chemistry;
• delivery location;
• road accessibility;
• carrier availability;
• regulatory restrictions;
• weather and seasonal conditions;
• site conditions;
• and other logistical considerations.

10.3. ZOAR reserves the right to refuse, restrict, postpone or modify ordinary courier delivery where the Product cannot reasonably, safely, lawfully or economically be transported through conventional courier channels.

10.4. ZOAR may require a separate quotation, special carrier, dedicated vehicle, specialist handling arrangement or additional payment for Products requiring non-standard fulfilment.

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11. DELIVERY IS SUBJECT TO ORDER ACCEPTANCE

No delivery obligation shall arise merely because a Customer submits an order, completes an online checkout, receives an automated acknowledgement or makes an attempted payment.

An order shall remain subject to:

• acceptance by ZOAR;
• payment verification;
• stock verification;
• fraud screening;
• regulatory checks;
• Customer-information verification;
• Product availability;
• and such other verification as ZOAR may reasonably require.

ZOAR may reject, suspend, cancel or place an order on hold where fulfilment is unavailable, commercially impracticable, unlawful, unsafe or subject to unresolved verification concerns.

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12. DELIVERY ESTIMATES

12.1. Delivery estimates are calculated on the basis of information reasonably available to ZOAR at the relevant time.

12.2. Estimates may change due to circumstances including:

• carrier delays;
• weather;
• road conditions;
• public holidays;
• political disruption;
• strikes;
• warehouse congestion;
• Product inspection;
• payment verification;
• Customer delay;
• customs procedures;
• supplier delay;
• manufacturing delay;
• regulatory requirements;
• or Force Majeure.

12.3. Unless ZOAR has expressly issued a written Guaranteed Delivery Commitment signed or approved by an authorised representative of ZOAR, no estimated delivery date shall constitute a guarantee that the Product will arrive on that precise date.

12.4. Any delivery estimate provided by a carrier, supplier, manufacturer or third-party logistics provider shall be treated as an estimate only unless expressly adopted by ZOAR in writing as a guaranteed obligation.

12.5. Nothing in this clause shall exclude any delivery obligation imposed by mandatory applicable law.

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PART IV — ORDER PROCESSING

13. PROCESSING PERIOD

13.1. Order processing may include:

• payment verification;
• identity verification;
• stock allocation;
• fraud screening;
• Product inspection;
• serial-number recording;
• packaging;
• dangerous-goods assessment;
• carrier allocation;
• invoice generation;
• export or import documentation;
• and internal order approval.

13.2. Processing time is distinct from transportation time.

13.3. An estimated shipping period shall not necessarily commence before all required Customer information, approvals, documents and cleared payment have been received.

13.4. ZOAR may suspend processing where the Customer fails to provide information, documents, access instructions or payment required for fulfilment.

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14. PAYMENT VERIFICATION

ZOAR may withhold dispatch, collection or release until the applicable payment has been:

• received;
• cleared;
• verified;
• matched to the relevant order;
• and accepted by ZOAR’s payment, finance or risk-control process.

A screenshot, transfer instruction, payment reference, bank advice or Customer-generated payment record shall not by itself constitute final proof of cleared payment.

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15. HIGH-VALUE ORDER VERIFICATION

For high-value, unusual, commercial, international or potentially fraudulent transactions, ZOAR may require additional verification before dispatch or release.

Such verification may include reasonable confirmation of:

• Customer identity;
• payment ownership;
• business information;
• delivery address;
• authorised recipient;
• beneficial ownership;
• source of payment;
• or transaction legitimacy.

ZOAR may delay, suspend, reject or cancel an order where the requested verification is not satisfactorily completed.

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PART V — DELIVERY CHARGES

16. DELIVERY FEES

Delivery charges may be calculated according to:

• location;
• weight;
• dimensions;
• Product category;
• insurance requirements;
• carrier rates;
• handling requirements;
• dangerous-goods requirements;
• delivery speed;
• unloading requirements;
• storage requirements;
• and special handling.

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17. DELIVERY CHARGE MAY BE SEPARATE

Unless expressly stated otherwise in a written quotation or invoice, the Product price does not necessarily include:

• delivery;
• freight;
• unloading;
• lifting;
• crane services;
• forklift services;
• warehouse storage;
• inside delivery;
• site mobilisation;
• installation;
• commissioning;
• testing;
• or other logistical services.

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18. CHANGES TO DELIVERY COST

Where the Customer subsequently changes:

• delivery address;
• delivery method;
• delivery timing;
• quantity;
• Product specification;
• site condition;
• access requirement;
• unloading arrangement;
• or recipient details,

ZOAR may charge the resulting additional delivery, logistics, storage, handling, administrative or cancellation costs.

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19. THIRD-PARTY COSTS

The Customer shall be responsible for third-party charges properly attributable to the Customer’s instructions, delay, omission, inaccurate information, failed delivery, special handling requirement or change request, to the fullest extent permitted by applicable law.

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PART VI — CUSTOMER ADDRESS AND INFORMATION

20. ACCURACY OF DELIVERY INFORMATION

The Customer is solely responsible for providing complete, accurate and usable delivery information, including:

• recipient name;
• telephone number;
• delivery address;
• district;
• area;
• postal information where relevant;
• landmark;
• floor;
• building access;
• site contact;
• and any special delivery instruction reasonably required.

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21. ADDRESS VERIFICATION

ZOAR is not obliged to independently verify that an address supplied by the Customer is correct, complete, safe or physically accessible.

Acceptance of an address into ZOAR’s system shall not constitute confirmation that the address is complete, accurate, serviceable or accessible to the selected carrier.

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22. INCORRECT ADDRESS

Where an order is delayed, returned, lost, held or requires redelivery because the Customer provided materially inaccurate, incomplete, misleading or unusable address information, the Customer may be liable, to the extent permitted by law, for reasonable additional:

• courier charges;
• return charges;
• storage fees;
• handling fees;
• administrative costs;
• and redelivery costs.

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23. CHANGE OF ADDRESS AFTER DISPATCH

Once an order has been dispatched, ZOAR does not guarantee that the delivery address can be changed.

Any requested redirection shall remain subject to:

• carrier approval;
• security verification;
• operational feasibility;
• regulatory requirements;
• and additional charges.

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PART VII — DELIVERY TO AUTHORISED PERSONS

24. AUTHORISED RECIPIENT

Delivery may be made to:

• the Customer;
• a person identified by the Customer;
• an adult present at the stated delivery premises;
• a reception desk;
• security personnel;
• office employee;
• warehouse personnel;
• building management;
• site representative;
• or another person reasonably appearing to be authorised to receive the shipment,

unless the Customer has expressly agreed a different secure-delivery arrangement with ZOAR in writing.

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25. DELIVERY TO BUSINESS PREMISES

Where delivery is made to commercial premises, acceptance by a receptionist, security officer, employee, warehouse employee, storekeeper, site representative or other person apparently authorised to receive commercial deliveries may constitute valid delivery.

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26. CUSTOMER RESPONSIBILITY FOR AUTHORISED RECIPIENT

The Customer shall remain responsible for ensuring that any person authorised or reasonably expected to accept delivery on the Customer’s behalf is available and competent to receive the shipment.

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27. DELIVERY TO THIRD-PARTY PREMISES

Where the Customer instructs ZOAR to deliver to a third-party premises, the Customer remains responsible for:

• the accuracy of the third-party address;
• the authority of the recipient;
• site access;
• security arrangements;
• and any dispute arising between the Customer and the third party.

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PART VIII — PROOF OF DELIVERY

28. DELIVERY EVIDENCE

ZOAR and its carrier may rely upon one or more of the following as evidence of delivery:

• signed delivery record;
• electronic signature;
• recipient name;
• OTP verification;
• photograph;
• GPS record;
• carrier scan;
• telephone confirmation;
• delivery-status record;
• security-gate confirmation;
• warehouse receipt;
• or other reasonable evidence maintained by the carrier.

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29. CARRIER RECORDS

Carrier tracking and delivery records may constitute prima facie evidence of dispatch, attempted delivery or completed delivery, subject to contrary evidence and applicable law.

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30. ELECTRONIC RECORDS

The Customer agrees that electronic records, system logs, tracking records, emails, messages, photographs, call records and carrier data may be used by ZOAR for delivery administration, dispute resolution, fraud prevention and enforcement of applicable contractual rights, subject to applicable law.

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PART IX — DELIVERY INSPECTION

31. CUSTOMER INSPECTION UPON RECEIPT

The Customer should inspect the apparent external condition of the shipment at the time of delivery wherever reasonably possible.

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32. VISIBLE DAMAGE

Where packaging appears:

• crushed;
• punctured;
• opened;
• wet;
• torn;
• burnt;
• tampered with;
• or materially damaged,

the Customer should document the condition before opening the package and should notify the carrier or ZOAR as soon as reasonably practicable.

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33. PRESERVATION OF PACKAGING

The Customer should retain:

• outer packaging;
• inner packaging;
• protective material;
• shipping labels;
• serial labels;
• photographs;
• videos;
• and other delivery evidence

until the Customer has reasonably established that the Product has arrived in proper condition and any applicable claim has been resolved.

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34. UNBOXING EVIDENCE

ZOAR strongly recommends continuous unboxing video for:

• high-value Products;
• batteries;
• inverters;
• electronics;
• fragile Products;
• large Products;
• imported Products;
• and Products containing multiple components.

Such evidence may materially assist the investigation of:

• missing components;
• incorrect Product allegations;
• physical damage;
• tampering;
• and carrier-related claims.

Failure to produce an unboxing video shall not extinguish any right that cannot lawfully be excluded, but may affect the ability to investigate or verify a claim where evidence is otherwise unavailable.

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PART X — FAILED DELIVERY

35. DELIVERY ATTEMPTS

ZOAR or the applicable carrier may make one or more reasonable delivery attempts.

The precise number of attempts shall depend upon the carrier, delivery arrangement, location, Product type and operational circumstances.

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36. CUSTOMER UNAVAILABLE

If the Customer or authorised recipient is unavailable, the carrier may:

• attempt redelivery;
• contact the Customer;
• hold the shipment;
• return the shipment to a depot;
• or return the shipment to ZOAR.

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37. UNREACHABLE CUSTOMER

Where reasonable attempts to contact the Customer fail, ZOAR shall not be responsible for additional delay caused by such failure.

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38. REDELIVERY CHARGES

Where delivery fails for reasons attributable to the Customer, ZOAR may require payment of reasonable additional delivery, storage, handling, administrative or return charges before arranging another attempt.

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39. CUSTOMER-CAUSED DELAY

Customer-caused delay includes, without limitation:

• failure to answer calls;
• failure to provide access;
• failure to provide a suitable recipient;
• refusal to accept a conforming shipment;
• inaccurate address information;
• failure to complete payment;
• failure to provide required documents;
• or failure to prepare the delivery site.

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PART XI — REFUSAL OF DELIVERY

40. UNJUSTIFIED REFUSAL

The Customer shall not be entitled to treat refusal of delivery as an automatic cancellation of an otherwise valid order.

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41. CONSEQUENCES OF REFUSAL

Where the Customer unjustifiably refuses a conforming shipment, ZOAR may, subject to applicable law:

• return the Product to storage;
• recover reasonable return freight;
• recover redelivery costs;
• recover storage costs;
• recover handling and administrative costs;
• restrict future Cash-on-Delivery privileges;
• require future advance payment;
• suspend or cancel the order;
• or exercise other contractual rights available to ZOAR.

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42. CASH-ON-DELIVERY ORDERS

Repeated or abusive refusal of valid Cash-on-Delivery orders may result in:

• removal of COD eligibility;
• order cancellation;
• account restriction;
• requirement for advance payment on future orders;
• or refusal to accept future orders.

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PART XII — STORAGE

43. STORAGE FOLLOWING CUSTOMER DELAY

Where Products are ready for delivery but cannot be delivered because of a Customer-caused delay, ZOAR may place the Products into storage.

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44. STORAGE COSTS

Subject to applicable law and appropriate notice, reasonable storage and handling charges may become payable where Customer delay materially exceeds the agreed or commercially reasonable collection or delivery period.

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45. LARGE PROJECT EQUIPMENT

For large equipment, batteries, solar equipment, project materials or industrial systems requiring dedicated storage space, ZOAR may impose project-specific storage charges following the agreed free-storage period.

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46. STORAGE RISK

Where Products are stored due to Customer delay, the Customer shall remain responsible for any additional storage, insurance, handling, security, deterioration or logistics costs properly attributable to that delay, subject to applicable law.

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PART XIII — CUSTOMER COLLECTION

47. COLLECTION OPTION

ZOAR may, at its discretion, permit Customer collection from a warehouse, office, fulfilment centre, supplier facility or other designated location.

Collection shall not be available unless expressly approved by ZOAR.

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48. COLLECTION AUTHORISATION

ZOAR may require:

• order identification;
• identity verification;
• authorisation letter;
• OTP;
• invoice;
• payment confirmation;
• vehicle details;
• or other evidence before releasing a Product for collection.

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49. RISK FOLLOWING COLLECTION

Where the Customer or a carrier appointed independently by the Customer collects the Product from ZOAR’s designated location, risk in the Product may transfer upon lawful release and physical collection, subject to the relevant contract and applicable law.

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50. CUSTOMER-APPOINTED CARRIER

Where the Customer independently appoints the carrier and ZOAR merely hands the Products to that carrier pursuant to the Customer’s instruction, the allocation of transit risk shall be governed by the agreed contractual arrangement and applicable law.

ZOAR shall not assume responsibility for the Customer’s independent carrier beyond obligations that cannot lawfully be excluded.

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PART XIV — RISK AND TITLE

51. RISK OF LOSS

51.1. Risk shall pass in accordance with:

• the relevant contract;
• invoice;
• Incoterm;
• delivery arrangement;
• Product-Specific Terms;
• Project Terms;
• or applicable law.

51.2. Where ordinary consumer delivery is arranged by ZOAR and no different arrangement is expressly agreed, risk shall ordinarily remain allocated in accordance with applicable law until proper delivery to the Customer or authorised recipient.

51.3. For commercial, wholesale, project, international, Customer-collection or Customer-carrier transactions, ZOAR may expressly agree an earlier transfer of risk.

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52. TITLE AND RISK ARE DISTINCT

Transfer of physical risk shall not necessarily constitute transfer of legal ownership.

ZOAR may lawfully retain title to Products until all applicable payment obligations, charges, taxes, fees and other amounts have been fully satisfied where the relevant commercial contract expressly so provides.

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53. RETENTION OF TITLE

Where title is retained by ZOAR:

• the Customer shall not sell, pledge, transfer, encumber or dispose of the Product contrary to the applicable agreement;
• the Customer shall keep the Product identifiable and reasonably protected;
• and ZOAR may exercise any lawful rights available to a seller retaining title.

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PART XV — READY-STOCK ORDERS

54. READY-STOCK FULFILMENT

ZOAR shall use commercially reasonable efforts to dispatch Ready Stock Products following:

• order acceptance;
• payment verification;
• availability confirmation;
• and completion of required processing.

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55. STOCK DISCREPANCIES

Occasionally, website stock information may differ from physical stock due to:

• simultaneous orders;
• inventory-sync delay;
• warehouse discrepancy;
• damage discovered during inspection;
• allocation to another confirmed order;
• supplier error;
• or administrative error.

Where a Ready Stock Product becomes unavailable, ZOAR may:

• offer an alternative;
• await replenishment with Customer agreement;
• partially fulfil the order;
• revise the delivery estimate;
• or cancel the unavailable portion and provide the legally applicable refund.

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PART XVI — PRE-ORDER AND CAMPAIGN DELIVERY

56. NATURE OF PRE-ORDER DELIVERY

The Customer acknowledges that a Pre-Order or Campaign Product may pass through several stages before delivery, including:

• supplier confirmation;
• production;
• supplier processing;
• domestic transportation in the source country;
• export handling;
• international carriage;
• customs clearance;
• local transportation;
• warehouse receipt;
• inspection;
• and final Customer delivery.

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57. ESTIMATED PRE-ORDER TIMELINE

Any Pre-Order or Campaign timeline is an estimate unless expressly described in writing as guaranteed.

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58. PROCUREMENT DELAYS

Possible delays include:

• manufacturer production delays;
• supplier allocation;
• factory shutdown;
• component shortage;
• Chinese or other foreign public holidays;
• export documentation delays;
• airline delays;
• vessel delays;
• port congestion;
• customs examination;
• regulatory inspection;
• and local transport disruption.

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59. CUSTOMER ACKNOWLEDGEMENT OF IMPORT RISK

By purchasing a Pre-Order or Campaign Product, the Customer acknowledges that international procurement necessarily involves risks and dependencies beyond ZOAR’s exclusive control.

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60. MATERIAL DELAY

Where a delay becomes sufficiently material to trigger a mandatory cancellation or refund right under applicable law or the applicable Campaign Terms, ZOAR shall administer the remedy required by such law or terms.

Where no mandatory cancellation or refund right applies, the Customer shall not automatically be entitled to cancel solely because an estimated timeline has changed.

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PART XVII — IMPORTED PRODUCTS

61. INTERNATIONAL FREIGHT

ZOAR may transport imported goods by:

• air freight;
• sea freight;
• rail;
• road;
• courier;
• consolidated cargo;
• multimodal freight;
• or another commercially reasonable method.

Unless expressly agreed in writing, the Customer shall not acquire a right to insist upon a particular freight route, carrier, port, airport or transport method.

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62. CHANGE OF TRANSPORT METHOD

ZOAR may change the mode, route, carrier or consolidation method where reasonably necessary to facilitate delivery, reduce risk, comply with law, address availability or manage operational conditions.

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63. CUSTOMS CLEARANCE

Imported Products may be subject to:

• customs examination;
• valuation;
• classification;
• inspection;
• testing;
• documentation review;
• security procedures;
• and other governmental controls.

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64. CUSTOMS DELAY

Delay attributable to customs or another competent authority shall not, in itself, constitute negligence or breach by ZOAR where ZOAR has exercised reasonable commercial diligence.

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65. CUSTOMS RECLASSIFICATION OR REGULATORY CHANGE

Where an authority reclassifies, restricts, delays or prohibits a Product, ZOAR may:

• revise the fulfilment arrangement;
• seek alternative lawful clearance;
• offer an alternative Product;
• suspend fulfilment;
• or cancel the affected transaction where lawful fulfilment becomes impossible.

Any refund obligation shall be administered under applicable law and ZOAR’s Return and Refund Policy.

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PART XVIII — PARTIAL AND SPLIT SHIPMENTS

66. PARTIAL DELIVERY

ZOAR may fulfil an order through more than one shipment where:

• Products are stored at different locations;
• some Products become available before others;
• Product size requires separation;
• different carriers are required;
• project staging requires separate delivery;
• or other reasonable operational grounds exist.

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67. NO AUTOMATIC CANCELLATION OF REMAINDER

Receipt or delay of one part of an order shall not automatically cancel the remaining part.

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68. PARTIAL INVOICE OR PAYMENT

Commercial or project orders may be subject to separate invoicing or payment milestones corresponding to partial deliveries.

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PART XIX — LARGE, HEAVY AND SPECIALIST ENERGY EQUIPMENT

69. SPECIAL DELIVERY REQUIREMENTS

Large energy Products may require:

• truck access;
• tail-lift;
• forklift;
• crane;
• loading crew;
• unloading crew;
• pallet handling;
• dangerous-goods procedures;
• site coordination;
• or specialist transport.

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70. CUSTOMER SITE ACCESS

The Customer is responsible for ensuring that the delivery site has reasonably adequate:

• road access;
• gate width;
• height clearance;
• turning space;
• loading area;
• floor loading capacity;
• and other physical conditions required for the ordered Product,

unless ZOAR has expressly accepted responsibility for such assessment in writing.

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71. KERBSIDE OR ACCESSIBLE-POINT DELIVERY

Unless expressly included in the quotation or delivery service, delivery of large or heavy equipment may be limited to:

• the kerbside;
• building entrance;
• loading bay;
• warehouse entrance;
• or another reasonably accessible point.

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72. INSIDE DELIVERY NOT IMPLIED

Ordinary delivery shall not automatically include:

• movement upstairs;
• movement through narrow corridors;
• rooftop placement;
• basement placement;
• machine-room positioning;
• wall mounting;
• lifting;
• rigging;
• unpacking;
• assembly;
• or installation.

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73. UNLOADING RESPONSIBILITY

For commercial or project deliveries, responsibility for unloading shall be as stated in the quotation, Project Terms or delivery arrangement.

Where unloading is the Customer’s responsibility, the Customer shall provide appropriate personnel, equipment, permits and safe working conditions.

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74. FAILED HEAVY-EQUIPMENT DELIVERY

Where delivery of heavy equipment fails because the Customer failed to disclose:

• inadequate access;
• road restrictions;
• stairs;
• height restrictions;
• crane requirements;
• site closure;
• or another material site condition,

reasonable additional logistics costs may be charged to the Customer.

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PART XX — BATTERIES AND DANGEROUS GOODS

75. SPECIAL TRANSPORT REQUIREMENTS

Certain batteries, cells, power systems and electrical Products may be classified as:

• dangerous goods;
• restricted goods;
• controlled cargo;
• or specialist freight.

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76. DELIVERY METHOD RESTRICTIONS

ZOAR may restrict:

• air shipment;
• express shipment;
• courier options;
• delivery locations;
• or delivery speed

where required by safety, carrier or regulatory requirements.

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77. DAMAGED BATTERIES

A damaged, swollen, leaking, burnt, punctured or otherwise unsafe battery may require special transportation and shall not be returned or shipped contrary to ZOAR’s instructions.

The Customer shall follow all reasonable safety, packaging, isolation and return instructions issued by ZOAR or the manufacturer.

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PART XXI — PROJECT DELIVERY

78. PROJECT DELIVERY SCHEDULES

Project Products may be delivered:

• in stages;
• according to milestone;
• according to site readiness;
• according to installation sequence;
• according to manufacturer availability;
• or according to the project schedule agreed between the parties.

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79. SITE READINESS

The Customer shall ensure that the site is ready to receive Project Products on the agreed delivery date.

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80. CUSTOMER-CAUSED PROJECT DELAY

Where Project Products cannot be delivered or installed because the Customer’s site is not ready, ZOAR may:

• reschedule delivery;
• store Products;
• revise the implementation schedule;
• charge reasonable additional mobilisation or storage costs;
• and adjust completion dates accordingly,

subject to the Project Agreement and applicable law.

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81. PROJECT ACCEPTANCE

Project delivery and project completion are distinct concepts.

Physical delivery of equipment does not necessarily mean:

• installation is complete;
• commissioning is complete;
• system acceptance has occurred;
• performance testing is complete;
• or the project has reached final completion.

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PART XXII — DELIVERY AND INSTALLATION

82. DELIVERY DOES NOT INCLUDE INSTALLATION

Unless expressly stated otherwise, Product delivery does not include:

• installation;
• assembly;
• configuration;
• commissioning;
• electrical connection;
• civil work;
• structural work;
• programming;
• testing;
• or training.

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83. INSTALLATION APPOINTMENT

Where installation is purchased separately, the installation appointment may occur after physical Product delivery and may be subject to site readiness, technician availability, payment status and other applicable conditions.

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84. PRODUCT STORAGE BEFORE INSTALLATION

Following delivery, the Customer shall store Products in accordance with applicable manufacturer requirements until installation.

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85. DAMAGE BEFORE ZOAR INSTALLATION

Where a Product is delivered to the Customer and subsequently:

• mishandled;
• improperly stored;
• exposed to water;
• damaged;
• opened;
• modified;
• connected incorrectly;
• or moved without appropriate equipment

before ZOAR’s scheduled installation, ZOAR shall not be responsible for resulting damage attributable to those circumstances.

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PART XXIII — CUSTOMER-REQUESTED DELIVERY DELAY

86. REQUEST TO POSTPONE DELIVERY

A Customer may request postponement, but ZOAR is not obliged to provide indefinite free storage or to hold a Product indefinitely without additional charge.

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87. AGREED POSTPONEMENT

ZOAR may agree to a limited postponement subject to:

• warehouse capacity;
• Product characteristics;
• safety requirements;
• payment status;
• and additional storage charges where applicable.

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PART XXIV — DELIVERY DELAY AND COMPENSATION

88. NO AUTOMATIC COMPENSATION FOR DELAY

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

• lost profit;
• loss of revenue;
• business interruption;
• missed installation opportunity;
• loss of production;
• lost contract;
• financing cost;
• rental cost;
• third-party penalty;
• or other consequential loss.

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89. EXPRESS GUARANTEED DELIVERY

Where ZOAR expressly accepts a guaranteed delivery obligation in writing, ZOAR’s responsibility shall be governed exclusively by the specific terms of that guarantee, subject to mandatory law.

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PART XXV — FORCE MAJEURE AND EXTERNAL EVENTS

90. FORCE MAJEURE EVENTS

ZOAR shall not be liable for delay, suspension, interruption or failure arising from events outside its reasonable control, including:

• flood;
• cyclone;
• earthquake;
• fire;
• war;
• armed conflict;
• civil unrest;
• strike;
• pandemic;
• epidemic;
• government restriction;
• curfew;
• road closure;
• port closure;
• airport disruption;
• shipping cancellation;
• airline cancellation;
• customs disruption;
• embargo;
• sanctions;
• fuel shortage;
• carrier failure;
• supply-chain disruption;
• cyber incident;
• major infrastructure failure;
• power failure;
• telecommunications failure;
• supplier failure;
• manufacturer failure;
• or any similar event beyond ZOAR’s reasonable control.

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91. EFFECT OF FORCE MAJEURE

Where Force Majeure affects fulfilment, ZOAR may reasonably:

• extend delivery estimates;
• use alternative carriers;
• change shipping routes;
• split shipments;
• suspend fulfilment;
• revise the delivery method;
• or take another commercially reasonable measure.

Mandatory refund or cancellation rights that cannot lawfully be excluded shall remain unaffected.

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PART XXVI — LOST SHIPMENTS

92. CARRIER INVESTIGATION

Where a shipment appears lost, ZOAR may require the carrier to conduct an investigation before determining the appropriate remedy.

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93. CUSTOMER COOPERATION

The Customer may be required to provide:

• non-receipt confirmation;
• identity verification;
• delivery-location information;
• recipient information;
• or other reasonable assistance.

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94. FALSE NON-DELIVERY CLAIMS

Where ZOAR reasonably suspects that a non-delivery claim is fraudulent, misleading or inconsistent with available evidence, ZOAR may review:

• carrier records;
• GPS information;
• delivery photographs;
• OTP records;
• recipient confirmation;
• building security information;
• and other legitimate evidence.

ZOAR may suspend further fulfilment, refunds or replacements while a reasonable investigation is ongoing, subject to applicable law.

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PART XXVII — DELIVERY DAMAGE CLAIMS

95. TRANSIT DAMAGE INVESTIGATION

ZOAR may investigate whether Product damage occurred:

• before dispatch;
• during carriage;
• after delivery;
• during installation;
• or through Customer handling.

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96. EVIDENCE REQUIRED

ZOAR may require:

• shipping box;
• internal packaging;
• photographs;
• video;
• delivery receipt;
• serial number;
• Product photographs;
• carrier inspection;
• and a written description of the alleged damage.

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97. DISPOSAL OF DAMAGED GOODS

The Customer shall not dispose of allegedly damaged Products or packaging before ZOAR has had a reasonable opportunity to inspect or request return, unless immediate disposal is reasonably necessary for safety.

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PART XXVIII — DELIVERY ACCEPTANCE AND LATENT DEFECTS

98. ACCEPTANCE OF DELIVERY

Physical acceptance of delivery shall establish receipt of the shipment but shall not extinguish any legally non-excludable claim concerning a latent defect which could not reasonably have been identified at delivery.

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99. DELIVERY ISSUES SHOULD BE REPORTED PROMPTLY

Customers should report:

• visible shipping damage;
• wrong Product;
• missing Product;
• or material delivery discrepancy

as promptly as reasonably possible, preferably within 48 hours after delivery, so that carrier and warehouse evidence can be preserved.

This administrative notification period shall not extinguish a mandatory legal right which cannot lawfully be excluded.

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PART XXIX — NO AUTOMATIC RIGHT TO CANCEL DUE TO MINOR DELAY

100. NON-MATERIAL DELAY

A minor or commercially immaterial delay shall not automatically entitle the Customer to terminate an order where fulfilment remains reasonably possible.

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101. CUSTOMER’S CONTINUED ACCEPTANCE

Where the Customer expressly agrees to a revised delivery date or continues with the transaction after being informed of a delay, the revised arrangement may become the operative delivery arrangement, subject to applicable law.

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PART XXX — PRODUCT AVAILABILITY AND SUBSTITUTION

102. DISCONTINUED PRODUCT

Where a Product becomes unavailable before fulfilment, ZOAR may offer:

• a successor model;
• a technically equivalent alternative;
• an upgraded alternative;
• or cancellation and applicable refund.

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103. NO UNAUTHORISED MATERIAL SUBSTITUTION

ZOAR shall not substitute a Product in a manner materially altering the essential contractual specification without Customer agreement where such agreement is reasonably required.

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PART XXXI — SECURITY AND FRAUD PREVENTION

104. HIGH-RISK DELIVERY

ZOAR may impose additional verification for:

• high-value batteries;
• large inverters;
• industrial equipment;
• commercial systems;
• international orders;
• or other high-value Products.

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105. DELIVERY HOLD

ZOAR may temporarily hold shipment where:

• payment fraud is suspected;
• Customer identity cannot reasonably be verified;
• delivery information is materially inconsistent;
• a payment provider raises a fraud alert;
• the transaction appears unauthorised;
• or other reasonable security concerns arise.

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PART XXXII — CROSS-BORDER OR INTERNATIONAL CUSTOMER DELIVERY

106. INTERNATIONAL DELIVERY

Where ZOAR expressly accepts an international delivery order, separate shipping, export, import, tax and customs conditions may apply.

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107. IMPORTER OF RECORD

Unless expressly agreed otherwise, responsibility for acting as importer of record shall be determined by the applicable quotation, Incoterm or contractual documentation.

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108. FOREIGN TAXES AND DUTIES

The Customer may be responsible for destination-country:

• import duty;
• VAT;
• tax;
• customs charges;
• brokerage;
• storage;
• and related governmental charges,

where the agreed delivery terms allocate such obligations to the Customer.

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PART XXXIII — NO LIABILITY FOR THIRD-PARTY COURIER SERVICES BEYOND ZOAR’S OBLIGATIONS

109. INDEPENDENT CARRIERS

ZOAR may engage independent carriers, courier companies, freight forwarders and logistics providers.

Use of a third-party carrier shall not transform that carrier into an employee or general agent of ZOAR.

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110. CARRIER-SPECIFIC CONDITIONS

Certain delivery services may be subject to reasonable carrier-specific restrictions concerning:

• weight;
• dimensions;
• battery transport;
• delivery area;
• recipient verification;
• scheduling;
• or access requirements.

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PART XXXIV — CUSTOMER INSTRUCTIONS

111. SPECIAL INSTRUCTIONS

ZOAR may attempt to comply with reasonable Customer delivery instructions but does not guarantee carrier compliance unless such instruction has been expressly accepted as part of the delivery service.

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112. UNSAFE INSTRUCTIONS

ZOAR and its carriers may refuse any Customer instruction that is:

• unsafe;
• unlawful;
• operationally impracticable;
• or likely to damage the Product or property.

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PART XXXV — DELIVERY TO CONSTRUCTION OR PROJECT SITES

113. SITE REPRESENTATIVE

The Customer shall designate an authorised person to receive significant project deliveries where reasonably required.

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114. SITE SECURITY

Following completed delivery and transfer of risk under the applicable agreement, the Customer shall be responsible for appropriate:

• security;
• weather protection;
• storage;
• and prevention of theft or damage.

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PART XXXVI — DELIVERY RECORDS

115. RETENTION OF LOGISTICS RECORDS

ZOAR may maintain:

• shipment records;
• tracking data;
• delivery evidence;
• carrier correspondence;
• Customer communications;
• warehouse records;
• serial-number records;
• photographs;
• and related logistical information

for legitimate business, warranty, fraud-prevention, compliance and dispute-resolution purposes, subject to applicable data-protection requirements.

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PART XXXVII — LIMITATION OF DELIVERY-RELATED LIABILITY

116. CONSEQUENTIAL LOSS

To the fullest extent permitted by applicable law, ZOAR shall not be liable for indirect, incidental, special or consequential losses arising solely from shipping or delivery delay, including:

• loss of profit;
• loss of revenue;
• loss of business;
• loss of production;
• loss of opportunity;
• loss of anticipated savings;
• contractual penalties owed to third parties;
• or business interruption.

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117. AGGREGATE LIABILITY

Subject to mandatory law and any separate written contractual undertaking, ZOAR’s aggregate monetary liability arising solely from a particular shipment shall not exceed the amount actually paid to ZOAR for the affected Product or the amount otherwise specified under the applicable Master Terms.

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118. EXCLUSIONS SUBJECT TO MANDATORY LAW

Nothing in this Part shall exclude or limit liability which cannot lawfully be excluded or limited under applicable mandatory law.

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PART XXXVIII — CUSTOMER INDEMNITY FOR CUSTOMER-SIDE LOGISTICS

119. CUSTOMER-APPOINTED CARRIER

To the fullest extent permitted by law, ZOAR shall not be responsible for losses caused by a carrier independently appointed and controlled by the Customer after lawful handover of the Product.

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120. CUSTOMER-CONTROLLED UNLOADING

Where unloading is undertaken by the Customer, the Customer shall be responsible for damage arising from:

• inadequate lifting equipment;
• improper rigging;
• untrained personnel;
• unsafe unloading;
• or mishandling,

except to the extent attributable to ZOAR’s own actionable fault.

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121. CUSTOMER INDEMNITY

To the fullest extent permitted by applicable law, the Customer shall indemnify and hold harmless ZOAR, its officers, employees, representatives, contractors, carriers and logistics providers from claims, losses, costs and expenses arising from:

• inaccurate delivery information;
• unauthorised instructions;
• unsafe site conditions;
• Customer-appointed carriers;
• Customer-controlled unloading;
• Customer-caused delay;
• or breach of this Policy,

except to the extent caused by ZOAR’s own liability that cannot lawfully be excluded.

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PART XXXIX — NO WAIVER AND DISCRETIONARY ACCOMMODATIONS

122. GOODWILL ACCOMMODATION

Any free redelivery, waived delivery fee, extended storage, replacement shipment or other accommodation voluntarily provided by ZOAR shall constitute a discretionary goodwill measure and shall not establish an entitlement in future transactions.

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123. NO WAIVER

Failure by ZOAR to enforce any delivery condition in one transaction shall not waive ZOAR’s right to enforce that condition subsequently.

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PART XL — MANDATORY LAW

124. PRESERVATION OF NON-EXCLUDABLE RIGHTS

Nothing in this Policy shall exclude, restrict or waive any delivery, refund, risk, consumer-protection or other statutory right which applicable mandatory law does not permit ZOAR to exclude.

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125. MINIMUM MODIFICATION PRINCIPLE

Where any provision of this Policy conflicts with mandatory law, the provision shall be restricted, modified or disregarded only to the minimum extent necessary to achieve legal compliance.

All remaining portions of the provision and all other protections afforded to ZOAR shall continue in full force and effect.

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PART XLI — FUTURE PRODUCTS AND DELIVERY MODELS

126. FUTURE TECHNOLOGIES

This Policy is expressly intended to govern future energy Products and technologies supplied by ZOAR, whether or not such Products presently form part of ZOAR’s catalogue.

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127. NEW DELIVERY METHODS

ZOAR may introduce:

• automated fulfilment;
• third-party fulfilment;
• regional warehouses;
• international direct shipping;
• supplier-direct delivery;
• scheduled delivery;
• project logistics;
• freight consolidation;
• or other fulfilment arrangements.

Such methods shall remain subject to this Policy and any applicable Supplementary Terms.

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PART XLII — PRODUCT-SPECIFIC DELIVERY TERMS

128. SPECIAL SHIPPING RULES

ZOAR may issue Product-Specific Delivery Terms for Products requiring specialist transportation, including:

• large batteries;
• lithium cells;
• industrial BESS;
• high-voltage equipment;
• solar modules;
• generators;
• EV chargers;
• tidal-energy equipment;
• or other specialised Products.

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129. PRECEDENCE OF SPECIFIC TERMS

Where Product-Specific, Campaign-Specific or Project-Specific Delivery Terms expressly conflict with this general Policy in relation to that particular transaction, the specific terms shall prevail to the extent of that inconsistency.

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PART XLIII — AMENDMENT

130. POLICY AMENDMENTS

ZOAR reserves the right to amend, supplement, replace or update this Policy from time to time for future transactions.

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131. EXISTING CONFIRMED TRANSACTIONS

Unless mandatory law requires otherwise, the Policy applicable to a confirmed transaction shall ordinarily be the version in force when that transaction was entered into.

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PART XLIV — SEVERABILITY

132. SEVERABILITY

If any provision of this Policy is held invalid, unlawful or unenforceable, that provision shall be severed, restricted or modified only to the minimum extent necessary.

The remainder of this Policy shall remain valid and enforceable.

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PART XLV — GOVERNING LAW

133. GOVERNING LAW

This Policy shall be governed by and construed in accordance with the laws of Bangladesh in force from time to time.

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PART XLVI — CUSTOMER ACKNOWLEDGEMENT

By placing an order, approving a quotation, making payment, accepting delivery, requesting collection or otherwise proceeding with a transaction, the Customer acknowledges and agrees that:

(a) stated delivery dates are estimates unless expressly guaranteed in writing;

(b) processing time and transportation time are separate;

(c) the Customer is responsible for providing complete, accurate and usable delivery information;

(d) Customer-caused failed delivery may result in additional delivery, handling, storage, return or administrative charges;

(e) refusal of delivery does not automatically constitute lawful cancellation;

(f) imported, Pre-Order and Campaign Products may be affected by manufacturing, international freight, customs and regulatory delays;

(g) large energy equipment may require specialist unloading, access and handling arrangements;

(h) ordinary delivery does not automatically include installation, lifting, inside placement, commissioning or technical work;

(i) orders may be delivered in multiple consignments where reasonably necessary;

(j) risk and title shall pass in accordance with the applicable contractual arrangement and mandatory law;

(k) ZOAR shall not ordinarily be responsible for indirect or consequential losses resulting from delivery delay;

(l) ZOAR may use third-party carriers, logistics providers, warehouses and fulfilment partners;

(m) Customer-caused delay, inaccurate information, unsafe instructions or site inaccessibility may result in additional charges;

(n) ZOAR may require verification before dispatch or release of high-value, unusual or potentially fraudulent orders;

and

(o) this Policy forms part of the Customer’s contractual relationship with ZOAR.

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RECOMMENDED CHECKOUT ACKNOWLEDGEMENT

“I acknowledge that I have read, understood and accepted the ZOAR VC Shipping, Delivery, Collection, Logistics and Order Fulfilment Policy. I understand that delivery dates are estimates unless expressly guaranteed, that imported and Pre-Order Products may be affected by international procurement and customs delays, and that Customer-caused failed delivery, inaccurate delivery information, refusal of delivery or special handling requirements may result in additional charges.”

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ADDITIONAL PRE-ORDER / CAMPAIGN DELIVERY ACKNOWLEDGEMENT

“I acknowledge that this Product may be procured internationally or through a Pre-Order or Campaign arrangement. I understand that the stated procurement, shipment, customs-clearance and final-delivery periods are estimates unless expressly guaranteed, and may be affected by manufacturer, freight, customs, regulatory and other circumstances outside ZOAR VC’s reasonable control.”

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ADDITIONAL LARGE-EQUIPMENT / PROJECT DELIVERY ACKNOWLEDGEMENT

“I confirm that the designated delivery site is reasonably accessible for the ordered equipment and that I have disclosed any known access restriction, lifting requirement, stairway, narrow entrance, weight limitation, road restriction, crane requirement or other condition materially affecting delivery. I acknowledge that ordinary delivery does not include unloading, lifting, inside positioning, installation or commissioning unless expressly included in the applicable quotation or contract.”

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