MASTER TERMS AND CONDITIONS OF SALE, SUPPLY, PRE-ORDER, PROJECT EXECUTION, INSTALLATION, WARRANTY AND RELATED SERVICES

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

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1. PRELIMINARY PROVISIONS AND SCOPE OF APPLICATION

1.1. These Master Terms and Conditions (“Terms”) govern all present and future sales, supplies, imports, procurements, reservations, pre-orders, campaigns, installations, commissioning activities, technical services, maintenance services, project works and other commercial transactions undertaken by or through ZOAR VC / ZOAR Ventures.

1.2. “ZOAR VC”, “ZOAR Ventures”, “ZOAR”, “we”, “us”, “our”, “Seller” or “Supplier” refer to the same business and may be used interchangeably throughout these Terms. These expressions include, where applicable, any business division, trading operation, successor, affiliate, authorised representative or commercial undertaking operating under or in connection with the ZOAR VC or ZOAR Ventures name or brand.

1.3. “Customer”, “Buyer”, “Purchaser”, “you” or “your” includes any natural person, business, partnership, company, institution, organisation, project owner, reseller or other legal or commercial entity purchasing, reserving, ordering, receiving or using any Product or Service from ZOAR VC / ZOAR Ventures.

1.4. These Terms constitute the continuing and general contractual framework of ZOAR VC / ZOAR Ventures and are not limited to any particular product category, business model, technology, campaign, catalogue, commercial phase or version of the business.

1.5. These Terms apply, without limitation, to products and services relating to solar photovoltaic systems, solar modules, inverters, charge controllers, batteries, battery energy storage systems, UPS systems, energy storage technologies, generators, electrical systems, power conversion and control systems, power electronics, electric-vehicle equipment, EV charging systems, smart-energy devices, energy meters, monitoring systems, energy-management systems, wind-energy systems, hydro-energy systems, tidal-energy technologies, renewable-energy technologies, energy-efficiency products, industrial energy systems, backup-power equipment, electrical accessories, replacement components, controllers, software, firmware, technical platforms, engineering works, installation, testing, commissioning, repair, inspection, maintenance, technical assistance, consultancy and any other energy-related or technology-related product or service offered by ZOAR VC / ZOAR Ventures from time to time.

1.6. The omission of any future product, service or technology from the foregoing list does not exclude that product, service or technology from these Terms. These Terms apply, with necessary modifications, to all future Products and Services supplied by ZOAR VC / ZOAR Ventures to the fullest extent reasonably applicable.

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2. ACCEPTANCE AND BINDING EFFECT

2.1. By placing an order, making any payment, accepting a quotation, issuing a purchase order, confirming a project, reserving a Product, participating in a campaign, submitting a pre-order, receiving a Product or accepting any Service, the Customer is deemed to have read, understood, accepted and agreed to be legally bound by these Terms.

2.2. Where the Customer acts for or on behalf of a company, institution, organisation or other entity, the person placing the order represents and warrants that he or she has full authority to bind that entity.

2.3. No term contained in any Customer purchase order, procurement document, acknowledgement, correspondence or standard purchasing condition supersedes, amends or qualifies these Terms unless expressly accepted in writing by an authorised representative of ZOAR VC / ZOAR Ventures.

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3. ORDER OF PRECEDENCE

Where more than one contractual document applies to a transaction, the following order of precedence applies unless expressly agreed otherwise in writing:

a. any separately executed written agreement;

b. any expressly agreed Product-Specific, Project-Specific or Supplementary Terms;

c. the final quotation, proposal, work order or invoice;

d. the relevant product page, campaign terms or order-specific conditions;

e. these Master Terms; and

f. any other policy incorporated by reference.

Mandatory applicable law prevails only to the extent that any contractual provision cannot lawfully exclude or modify that law.

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4. PRODUCT INFORMATION, DESCRIPTION AND REPRESENTATION

4.1. ZOAR VC / ZOAR Ventures uses commercially reasonable efforts to provide accurate product descriptions, specifications, dimensions, technical ratings, materials, colours, compatibility information, country-of-origin information and other relevant particulars.

4.2. Photographs, illustrations, renders, diagrams, videos, promotional graphics, brochures, catalogues and website images are provided principally for identification, presentation and general reference. Unless expressly stated otherwise, they do not constitute an absolute contractual representation of appearance.

4.3. Variations may arise as a result of manufacturing revisions, production batches, supplier changes, component availability, packaging revisions, screen calibration, photographic conditions or ongoing product development.

4.4. A minor aesthetic, packaging, dimensional, labelling, component-placement or manufacturing variation does not constitute non-conformity where the essential function, safety, rated performance and materially agreed characteristics of the Product remain substantially unaffected.

4.5. Where a particular specification is of fundamental importance to the Customer, the Customer must obtain express written confirmation from ZOAR VC / ZOAR Ventures before placing the order.

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5. TECHNICAL DATA AND PERFORMANCE INFORMATION

5.1. Any statement concerning rated output, capacity, efficiency, charging duration, discharge duration, battery cycle life, battery backup duration, energy yield, conversion efficiency, operating life, system performance or any similar technical performance parameter may be based on manufacturer information, laboratory testing, simulation, standardised testing conditions or engineering assumptions.

5.2. Actual performance may vary materially depending on ambient temperature, humidity, solar irradiation, shading, installation angle, dust, load profile, electrical losses, wiring quality, grid characteristics, battery condition, battery depth of discharge, ventilation, maintenance, firmware, user behaviour, equipment configuration, environmental conditions, site-specific circumstances and third-party infrastructure.

5.3. No technical statement, estimate or performance indication constitutes a guaranteed outcome unless ZOAR VC / ZOAR Ventures expressly designates it in writing as a contractual performance guarantee.

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6. ENERGY SAVINGS, RETURN ON INVESTMENT AND FINANCIAL PROJECTIONS

6.1. Any estimate of energy production, electricity savings, operating-cost reduction, return on investment, payback period, economic benefit, revenue generation or similar financial result is indicative only.

6.2. Such calculations may be affected by changes in energy tariffs, taxation, import duties, climatic conditions, utilisation, equipment degradation, regulatory policy, grid policy, maintenance expenditure and other external factors.

6.3. Unless ZOAR VC / ZOAR Ventures expressly provides a written and specifically quantified financial guarantee, ZOAR VC / ZOAR Ventures gives no warranty regarding any particular saving, return, revenue, payback period or economic outcome.

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7. FITNESS FOR PURPOSE AND CUSTOMER RESPONSIBILITY

7.1. Except where ZOAR VC / ZOAR Ventures expressly accepts responsibility in writing for system design or engineering suitability, the Customer is responsible for determining whether a Product is suitable for the Customer’s intended purpose.

7.2. Any recommendation provided by ZOAR VC / ZOAR Ventures is based on information supplied or made available by the Customer.

7.3. ZOAR VC / ZOAR Ventures is not liable for incompatibility, underperformance or unsuitability resulting from incorrect, incomplete, misleading or omitted information supplied by the Customer, including incorrect load information, voltage data, measurements, model information, site information, usage requirements or compatibility details.

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8. ENGINEERING AND PROFESSIONAL SERVICES

8.1. General product advice, sales assistance, preliminary sizing or commercial recommendations do not constitute professional engineering certification, structural certification, statutory electrical certification or regulatory approval.

8.2. Where professional drawings, calculations, structural assessments, design certifications, approval documentation or other specialised engineering deliverables are required, such work does not form part of ZOAR VC / ZOAR Ventures’ obligations unless expressly included in a quotation, proposal or contract.

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9. QUOTATIONS AND COMMERCIAL PROPOSALS

9.1. A quotation remains valid only for the period specified in it.

9.2. Where no validity period is stated, ZOAR VC / ZOAR Ventures may revise or withdraw the quotation after a reasonable period.

9.3. A quotation does not, by itself, constitute a reservation of stock or a binding commitment to supply.

9.4. Following expiry of a quotation, ZOAR VC / ZOAR Ventures may revise pricing to reflect changes in supplier pricing, foreign-exchange rates, freight, duties, taxes, regulatory charges or prevailing market conditions.

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10. ACCEPTANCE OF ORDERS

10.1. Submission of an order, purchase order or payment does not, by itself, oblige ZOAR VC / ZOAR Ventures to fulfil the transaction.

10.2. ZOAR VC / ZOAR Ventures may verify stock, supplier availability, pricing, payment, identity, delivery feasibility, importability, regulatory restrictions, fraud risk and other relevant matters before accepting an order.

10.3. An order is accepted when ZOAR VC / ZOAR Ventures issues an Order Confirmation, Processing Confirmation, final invoice or other clear written acknowledgement of acceptance.

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11. RIGHT TO REFUSE, SUSPEND OR CANCEL

ZOAR VC / ZOAR Ventures reserves the right, to the fullest extent permitted by applicable law, to refuse, suspend, limit or cancel any transaction where reasonable grounds exist, including:

• stock unavailability;
• supplier failure;
• manifest pricing error;
• payment failure;
• suspected fraud;
• misrepresentation;
• regulatory restriction;
• product prohibition;
• customs difficulty;
• import restriction;
• sanctions exposure;
• safety concerns;
• customer misconduct;
• commercial impracticability; or
• circumstances beyond ZOAR VC / ZOAR Ventures’ reasonable control.

Where a refund is legally due, ZOAR VC / ZOAR Ventures refunds the amount required by applicable law and the relevant transaction terms.

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12. PRICING ERRORS

12.1. ZOAR VC / ZOAR Ventures is not obliged to honour a price that is plainly or materially incorrect due to a typographical error, software error, data-feed error, currency-conversion error, administrative mistake or supplier error.

12.2. In such circumstances, ZOAR VC / ZOAR Ventures may:

a. notify the Customer of the correct price and invite reconfirmation; or

b. cancel the affected transaction and refund any amount lawfully refundable.

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13. TAXES, DUTIES, DELIVERY, INSTALLATION AND ANCILLARY CHARGES

13.1. Whether a quoted price includes or excludes VAT, tax, customs duty, transport, delivery, installation, civil work, commissioning, inspection or any other ancillary cost is determined by the applicable quotation, invoice or order confirmation.

13.2. Any item not expressly included in the agreed scope may be charged separately.

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14. FOREIGN-EXCHANGE AND IMPORT-DEPENDENT PRICING

14.1. Prices for imported or internationally sourced Products may be affected by foreign-exchange fluctuations, supplier pricing, freight, insurance, customs valuation, duties, taxes, port charges and regulatory levies.

14.2. Until a price is expressly stated to be final and fixed, ZOAR VC / ZOAR Ventures reserves the right to revise pricing to reflect material cost changes.

14.3. Once a binding fixed-price agreement has been entered into, price variation is governed by that agreement and applicable law.

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15. PAYMENT OBLIGATIONS

15.1. Payments must be made strictly in accordance with the applicable payment schedule.

15.2. Payment is not deemed received until it has cleared and been verified.

15.3. To the fullest extent permitted by law, ZOAR VC / ZOAR Ventures may suspend procurement, delivery, installation, commissioning, technical support or other contractual performance where an amount properly due remains unpaid.

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16. ADVANCE PAYMENTS, RESERVATIONS AND ESCROW

16.1. Advance payments, reservation payments, campaign payments and pre-order payments are collected only in accordance with applicable law and regulatory requirements.

16.2. Nothing in these Terms authorises ZOAR VC / ZOAR Ventures to retain or collect any amount in circumstances where such retention or collection is prohibited by mandatory law.

16.3. ZOAR VC / ZOAR Ventures may adopt deposits, milestone payments, reservation payments, escrow arrangements or other lawful payment structures for future campaigns, projects and pre-orders.

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17. PRE-ORDERS AND CAMPAIGN SALES

17.1. A Product identified as a pre-order, campaign product, import-on-demand item, future-arrival item or similar designation may not be physically available in Bangladesh when the order is placed.

17.2. Such Products may be procured from manufacturers, international suppliers, distributors, overseas warehouses or other sourcing channels after the Customer’s commitment has been received.

17.3. Any procurement, shipment, customs-clearance or delivery date stated for such Product is an estimate unless ZOAR VC / ZOAR Ventures expressly identifies the date in writing as guaranteed.

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18. SPECIALLY SOURCED, CUSTOMISED OR PROJECT-SPECIFIC PRODUCTS

Products procured, manufactured, configured, customised or imported specifically for a Customer, project, specification or quantity requirement may, to the fullest extent permitted by law, be subject to stricter cancellation, return and refund restrictions than ordinary stocked Products.

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19. THIRD-PARTY SUPPLIERS AND MANUFACTURERS

19.1. ZOAR VC / ZOAR Ventures may rely on third-party manufacturers, distributors, OEMs, logistics providers, technology providers and international suppliers.

19.2. Delays or failures caused by manufacturing disruption, component shortage, supplier allocation, product discontinuation, logistics disruption or similar third-party events do not automatically make ZOAR VC / ZOAR Ventures liable for consequential or indirect losses.

19.3. ZOAR VC / ZOAR Ventures nevertheless exercises such commercial diligence as may reasonably be appropriate in the circumstances.

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20. COMPONENT SUBSTITUTION AND PRODUCT REVISION

20.1. Where a minor component becomes unavailable, ZOAR VC / ZOAR Ventures may propose a technically equivalent or superior substitute.

20.2. No substitution that materially affects the Product’s fundamental function, safety, rated performance or agreed principal specification is implemented without appropriate Customer approval where such approval is reasonably required.

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21. IMPORTATION, CUSTOMS AND REGULATORY CLEARANCE

21.1. Imported Products may be subject to customs examination, valuation, classification, testing, port delay, documentation review, regulatory scrutiny and governmental control.

21.2. Delay arising solely from such external processes does not, by itself, constitute a breach by ZOAR VC / ZOAR Ventures where ZOAR VC / ZOAR Ventures has exercised reasonable commercial diligence.

21.3. Where importation becomes unlawful or legally impossible, ZOAR VC / ZOAR Ventures may cancel the affected transaction and administer any legally required refund.

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22. LICENCES, PERMITS AND GOVERNMENTAL APPROVALS

22.1. Certain Products or projects may require licences, permits, utility approvals, inspection, certification, registration, statutory clearance, grid approval or other regulatory authorisation.

22.2. Where ZOAR VC / ZOAR Ventures has expressly agreed to obtain such approval, ZOAR VC / ZOAR Ventures undertakes that obligation within the agreed scope.

22.3. Any approval relating to the Customer’s premises, utility connection, business licence, site ownership, grid relationship or customer-specific regulatory status remains the Customer’s responsibility unless expressly assumed by ZOAR VC / ZOAR Ventures in writing.

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23. DELIVERY ESTIMATES

23.1. Delivery periods are estimates made in good faith unless expressly confirmed as guaranteed.

23.2. Mandatory statutory delivery requirements, where applicable, prevail over contractual estimates.

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24. PARTIAL OR STAGED DELIVERY

ZOAR VC / ZOAR Ventures may deliver large orders, systems or projects in separate consignments or phases where commercially reasonable and consistent with the agreed project scope.

Delay affecting one consignment does not automatically entitle the Customer to cancel unrelated or completed portions of the transaction unless the overall contractual purpose has been fundamentally frustrated.

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25. CUSTOMER DELIVERY INFORMATION

The Customer must provide complete and accurate delivery information, telephone numbers, access instructions and other information reasonably required for delivery.

Additional costs arising from inaccurate or incomplete Customer information, including storage, return freight or redelivery charges, may be recovered from the Customer to the extent permitted by law.

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26. FAILURE OR REFUSAL TO ACCEPT DELIVERY

Where the Customer, without lawful or reasonable justification, refuses or fails to accept an agreed delivery, ZOAR VC / ZOAR Ventures may recover actual and reasonable additional costs incurred as a result, including storage, handling, return freight and redelivery costs, to the extent permitted by applicable law.

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27. TITLE AND RISK

27.1. The transfer of title, ownership and physical risk is determined by the applicable invoice, contract, delivery arrangement, agreed Incoterm or order-specific terms.

27.2. In commercial or project transactions, ZOAR VC / ZOAR Ventures may, where legally enforceable and expressly stated, retain title to goods until full payment has been received.

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28. INSPECTION UPON DELIVERY

The Customer should, where reasonably possible, inspect the external condition of goods at the time of receipt.

Visible damage, tampering or packaging irregularity should be documented promptly by photograph, video or other reasonable evidence.

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29. UNBOXING AND EVIDENTIARY MATERIAL

29.1. ZOAR VC / ZOAR Ventures may request continuous unboxing video, photographs, shipping labels, packaging and other supporting material to investigate allegations of transit damage, missing items or incorrect supply.

29.2. The absence of any particular form of evidence does not extinguish a right that cannot lawfully be excluded. However, ZOAR VC / ZOAR Ventures reserves the right to assess the credibility and sufficiency of all evidence submitted.

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30. INCORRECT, INCOMPLETE OR NON-CONFORMING SUPPLY

Where ZOAR VC / ZOAR Ventures verifies that it supplied a materially incorrect Product or an incomplete confirmed quantity, ZOAR VC / ZOAR Ventures may, as appropriate and subject to applicable law, remedy the matter by replacement, completion, correction or refund.

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31. CHANGE-OF-MIND RETURNS

Except where expressly permitted by ZOAR VC / ZOAR Ventures’ applicable Return Policy or required by mandatory law, ZOAR VC / ZOAR Ventures is not obliged to accept a return solely because:

• the Customer no longer requires the Product;
• the Customer has changed his or her mind;
• the Customer dislikes the Product;
• the Customer has subsequently identified a lower price elsewhere; or
• the Customer’s personal circumstances have changed.

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32. NON-RETURNABLE PRODUCTS

To the fullest extent permitted by law, the following categories may be excluded from change-of-mind returns:

• specially imported goods;
• customised equipment;
• customer-specific procurement;
• installed or commissioned equipment;
• activated digital licences;
• opened consumables;
• cut-to-length products;
• custom assemblies;
• products whose resale condition has been materially impaired; and
• other categories identified in ZOAR VC / ZOAR Ventures’ Return Policy.

Nothing in these Terms excludes mandatory rights relating to defective or materially misrepresented goods where those rights cannot lawfully be waived.

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33. CONDITION OF RETURNED GOODS

Where a return is authorised, ZOAR VC / ZOAR Ventures may require the Product to be returned with its original packaging, accessories, manuals, labels, serial identifiers, warranty seals, complimentary items and other supplied materials.

Where deterioration in value is attributable to the Customer’s handling, use, installation or damage, ZOAR VC / ZOAR Ventures may make any deduction lawfully permitted.

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34. REFUNDS

34.1. Where a refund is legally or contractually due, it is processed in accordance with applicable law, ZOAR VC / ZOAR Ventures’ Refund Policy and the operational procedures of the relevant payment provider.

34.2. ZOAR VC / ZOAR Ventures is not responsible for processing delays attributable solely to banks, payment gateways or financial institutions outside its control.

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35. WARRANTY CLASSIFICATION

A Product warranty may consist of one or more of the following:

• Manufacturer Warranty;
• Distributor Warranty;
• Supplier Warranty;
• ZOAR Service Warranty; or
• Project Warranty.

Only the warranty expressly stated on the applicable invoice, product page, warranty documentation or contract applies.

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36. MANUFACTURER OR DISTRIBUTOR WARRANTY

Where warranty performance is undertaken by a manufacturer, distributor or other third party, approval, repair, replacement, parts availability and turnaround time may remain subject to that third party’s rules and decisions.

ZOAR VC / ZOAR Ventures may assist with coordination but does not warrant that a third-party warranty provider will make any particular determination.

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37. WARRANTY EXCLUSIONS

Subject to the applicable warranty document, warranty coverage may be excluded or restricted where damage results from:

• misuse;
• negligence;
• accident;
• impact;
• liquid exposure;
• fire;
• incorrect wiring;
• improper voltage;
• power surge;
• lightning;
• improper earthing;
• overheating;
• inadequate ventilation;
• unauthorised repair;
• unauthorised modification;
• serial-number alteration;
• broken seals;
• improper installation;
• incompatible equipment;
• corrosion;
• pest damage;
• abnormal environment;
• force majeure; or
• normal wear and tear.

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38. BATTERIES AND CAPACITY DEGRADATION

38.1. Batteries are inherently degradable components whose capacity, cycle life, state of health and runtime vary according to time, temperature, usage, load, depth of discharge, charging behaviour and storage conditions.

38.2. Capacity reduction within the applicable manufacturer’s normal degradation tolerance does not, by itself, constitute a manufacturing defect.

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39. CONSUMABLES AND WEAR COMPONENTS

Normal deterioration of consumables and wear components, including filters, fuses, seals, cables, connectors, bearings, fans and similar components, does not constitute a defect unless expressly covered by the applicable warranty.

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40. INSTALLATION BY THIRD PARTIES

Where professional installation is required, damage attributable to installation, wiring, configuration or commissioning undertaken by an unauthorised or unqualified third party may invalidate or restrict warranty coverage to the extent that such damage is causally connected to that work.

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41. INSTALLATION SERVICES PROVIDED BY ZOAR VC / ZOAR VENTURES

Where ZOAR VC / ZOAR Ventures provides installation, the precise scope is determined by the quotation, Bill of Quantities, work order, technical schedule, design or other project documentation.

Any civil work, structural reinforcement, trenching, additional cabling, utility modification, access work or site work outside the agreed scope may be charged separately.

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42. SITE CONDITIONS

Where a quotation or design is based on preliminary information, ZOAR VC / ZOAR Ventures reserves the right to revise the technical solution, quantities, project scope or price if physical inspection reveals materially different site conditions.

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43. SITE ACCESS AND SAFETY

The Customer must provide safe, lawful and reasonably unobstructed access to any site at which ZOAR VC / ZOAR Ventures is required to inspect, install, repair or service equipment.

ZOAR VC / ZOAR Ventures may suspend work where unsafe electrical conditions, structural danger, restricted access, legal impediment or another material hazard exists.

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44. ELECTRICAL SAFETY AND PROPER USE

The Customer must use all Products in accordance with applicable manufacturer instructions, recognised safety practices and any specified electrical protection requirements.

ZOAR VC / ZOAR Ventures is not liable for loss resulting from intentional bypass of protective equipment, unsafe modification, unauthorised wiring or misuse.

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45. GRID-CONNECTED SYSTEMS

45.1. Grid-interactive systems may depend on grid voltage, frequency, utility supply, utility approval, applicable technical standards and governmental requirements.

45.2. Unless expressly warranted in writing, ZOAR VC / ZOAR Ventures does not guarantee the granting of net-metering approval, utility consent, grid availability or any other third-party approval.

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46. SOFTWARE, FIRMWARE, APPLICATIONS AND CLOUD SERVICES

46.1. Certain Products may depend on software, firmware, mobile applications, internet connectivity, APIs, cloud platforms or third-party digital infrastructure.

46.2. Where such systems are owned or operated by a third party, ZOAR VC / ZOAR Ventures is not responsible for modifications, outages, subscription changes, discontinuation or functionality changes implemented independently by that third party.

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47. FIRMWARE AND SOFTWARE MODIFICATION

Use of unauthorised firmware, unofficial software, modified software, unsupported configuration or unauthorised system access may restrict warranty and technical-support entitlement where such modification causes or contributes to the relevant failure.

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48. SPARE PARTS AND DISCONTINUED PRODUCTS

ZOAR VC / ZOAR Ventures may use commercially reasonable efforts to facilitate spare-parts availability or replacement support but does not guarantee indefinite availability where a manufacturer discontinues a Product or component, unless ZOAR VC / ZOAR Ventures has expressly undertaken such obligation in writing.

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49. PRODUCT RECALLS

Where a competent authority or manufacturer issues a safety recall, the applicable remedy is administered in accordance with the relevant recall programme, which may involve repair, modification, replacement, refund or another prescribed measure.

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50. BUSINESS, INDUSTRIAL AND RESELLER TRANSACTIONS

Commercial, industrial, wholesale, project or reseller transactions may be governed by additional commercial terms distinct from ordinary consumer transactions.

Any mandatory legal protection applicable specifically to consumers applies only where the Customer qualifies for such protection under applicable law.

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51. UNAUTHORISED REPRESENTATION

No reseller, customer or third party may represent itself as an authorised agent, exclusive distributor, authorised service centre, representative or partner of ZOAR VC / ZOAR Ventures without prior written authorisation.

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52. INTELLECTUAL PROPERTY

All rights in ZOAR VC / ZOAR Ventures’ trademarks, logos, proprietary content, original product descriptions, graphics, photographs, videos, manuals, technical documents, marketing materials, software and other intellectual property remain vested in ZOAR VC / ZOAR Ventures or the applicable rights holder.

Unauthorised commercial reproduction, distribution, adaptation or exploitation is prohibited.

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53. FRAUD, ABUSE AND SUSPICIOUS ACTIVITY

ZOAR VC / ZOAR Ventures may suspend, investigate, refuse or cancel a transaction where there is reasonable suspicion of:

• identity fraud;
• stolen payment credentials;
• false evidence;
• refund fraud;
• warranty fraud;
• promotional abuse;
• chargeback abuse;
• misrepresentation;
• unauthorised resale representation; or
• other fraudulent or abusive conduct.

ZOAR VC / ZOAR Ventures reserves all rights available under applicable law.

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54. CHARGEBACKS

Where the Customer knowingly makes a false, fraudulent or materially misleading chargeback claim, ZOAR VC / ZOAR Ventures may submit transaction records, correspondence, delivery records, system logs and other legitimate evidence to the relevant payment provider, financial institution or authority.

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55. CUSTOMER DATA AND BUSINESS RECORDS

ZOAR VC / ZOAR Ventures may collect, process and retain customer information, transaction records, order information, payment records, delivery records, warranty information and related data in accordance with its Privacy Policy and applicable law.

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56. ELECTRONIC RECORDS

Electronic invoices, order logs, emails, electronic acceptances, payment records, website records, courier tracking records, support communications and other admissible electronic evidence may be relied upon in investigating or resolving a dispute, subject to applicable evidentiary law.

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57. INFORMAL COMMUNICATIONS

Preliminary estimates, informal opinions, verbal statements, social-media messages, telephone discussions or unconfirmed representations do not amend the final written contractual documents unless expressly incorporated into the final quotation, invoice, order confirmation or signed agreement.

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58. SPECIAL OR EXCEPTIONAL PROMISES

Any undertaking concerning guaranteed delivery, guaranteed performance, guaranteed financial savings, free installation, extended warranty, exclusive compatibility or any other exceptional obligation should be expressly recorded in the applicable written contractual documentation to be binding upon ZOAR VC / ZOAR Ventures.

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59. FORCE MAJEURE

ZOAR VC / ZOAR Ventures is not liable for delay, interruption or failure in performance resulting from circumstances beyond its reasonable control, including:

• natural disaster;
• flood;
• earthquake;
• fire;
• war;
• armed conflict;
• civil disorder;
• pandemic;
• epidemic;
• government action;
• sanctions;
• import or export restrictions;
• customs closure;
• port disruption;
• transport cancellation;
• strike;
• industrial action;
• supply-chain disruption;
• component shortage;
• infrastructure failure;
• grid failure;
• cyber incident; or
• any other comparable event.

Nothing in this provision excludes a refund or other remedy that cannot lawfully be excluded under mandatory law.

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60. EXCLUSION OF INDIRECT AND CONSEQUENTIAL LOSS

To the fullest extent permitted by applicable law, ZOAR VC / ZOAR Ventures is not liable for:

• loss of profit;
• loss of business;
• loss of production;
• loss of opportunity;
• loss of anticipated savings;
• loss of revenue;
• business interruption;
• third-party contractual penalties;
• loss of data;
• loss of goodwill; or
• any indirect, special, incidental or consequential loss arising out of or in connection with a Product, Service or transaction.

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61. LIMITATION OF AGGREGATE LIABILITY

To the fullest extent permitted by law and unless expressly stated otherwise in a separate written agreement, ZOAR VC / ZOAR Ventures’ aggregate contractual liability arising from any Product, Service or transaction does not exceed the amount actually paid to ZOAR VC / ZOAR Ventures by the Customer for the specific Product or Service giving rise to the claim.

This limitation does not apply to liability that applicable law expressly prohibits ZOAR VC / ZOAR Ventures from limiting or excluding.

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62. CUSTOMER INDEMNITY

To the fullest extent permitted by law, the Customer must indemnify and hold harmless ZOAR VC / ZOAR Ventures against direct losses, liabilities, claims, costs and reasonable expenses arising from:

• the Customer’s unlawful use of a Product;
• a material breach of these Terms;
• false or misleading information provided by the Customer;
• unauthorised modification;
• violation of third-party rights; or
• unlawful acts attributable to the Customer.

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63. CUSTOMER COMPLAINTS

The Customer should first submit any complaint or dispute through ZOAR VC / ZOAR Ventures’ designated customer-support channel.

ZOAR VC / ZOAR Ventures administers complaints in accordance with applicable consumer, commercial and digital-commerce requirements.

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64. GOOD-FAITH DISPUTE RESOLUTION

Before commencing formal proceedings, the parties should use reasonable endeavours to resolve disputes through documentary review, direct communication and good-faith commercial negotiation.

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65. COMMERCIAL DISPUTE PROCEDURES

Business-to-business, project, wholesale, distribution or other commercial transactions may be subject to separate dispute-resolution provisions, including mediation or arbitration, where expressly agreed in writing.

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66. GOVERNING LAW AND JURISDICTION

These Terms and all transactions entered into with ZOAR VC / ZOAR Ventures are governed by and construed in accordance with the laws in force in Bangladesh from time to time.

Subject to any jurisdiction that cannot lawfully be excluded, disputes may be brought before a competent court having jurisdiction over ZOAR VC / ZOAR Ventures’ principal place of business or such other jurisdiction as may be contractually agreed.

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67. REGULATORY CHANGE

Where any governmental authority, regulatory authority, energy regulator, customs authority, tax authority, utility provider or competent statutory body introduces or amends any licence, regulation, technical standard, tariff, duty, tax, safety requirement, approval requirement or other regulatory obligation, the affected Product, Service or transaction is subject to that requirement.

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68. AMENDMENT OF THESE TERMS

68.1. ZOAR VC / ZOAR Ventures reserves the right to amend, supplement, replace or update these Terms from time to time for future transactions.

68.2. The version in effect at the time of the relevant transaction ordinarily applies to that transaction.

68.3. No later amendment retrospectively deprives a Customer of a right already accrued under a confirmed transaction where such retrospective deprivation would be unlawful.

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69. FUTURE PRODUCTS AND TECHNOLOGIES

69.1. These Terms are intended to operate as an enduring master contractual framework.

69.2. Any future energy technology, generation technology, storage technology, transportation-energy solution, infrastructure technology, electrical technology or other product or service subsequently introduced by ZOAR VC / ZOAR Ventures automatically falls within these Terms to the extent reasonably applicable.

69.3. ZOAR VC / ZOAR Ventures may issue Supplementary Product Terms, Project Terms, Campaign Terms or Technology-Specific Terms for any category requiring additional contractual provisions.

69.4. Such supplementary terms are read together with and form part of these Master Terms.

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70. NO WAIVER

Any delay, omission or failure by ZOAR VC / ZOAR Ventures to exercise a right or remedy does not constitute a waiver of that right or remedy.

Any waiver applies only to the particular matter for which it is expressly given.

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71. SEVERABILITY

If any provision of these Terms is found by a competent court or authority to be unlawful, invalid or unenforceable, that provision is severed, restricted or modified to the minimum extent necessary to preserve the validity and enforceability of the remaining provisions.

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72. ASSIGNMENT, SUCCESSION AND BUSINESS RESTRUCTURING

To the fullest extent permitted by law, ZOAR VC / ZOAR Ventures may assign, novate or transfer its rights and obligations under these Terms to a successor, purchaser, affiliate, reorganised business, merged entity or other successor undertaking.

Such transfer does not diminish rights that applicable law does not permit to be diminished.

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73. ENTIRE AGREEMENT

These Master Terms, together with the applicable quotation, invoice, order confirmation, supplementary terms, product-specific terms, project-specific terms and any separately executed written agreement, collectively constitute the entire contractual framework governing the relevant transaction.

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74. INTERPRETATION

74.1. Headings are inserted solely for convenience and do not affect interpretation.

74.2. References to the singular include the plural and vice versa where the context permits.

74.3. References to “including”, “includes”, “such as” or similar expressions are illustrative and not exhaustive.

74.4. Any ambiguity is, so far as lawfully permissible, interpreted in a manner consistent with the commercial purpose of the transaction and the protection of ZOAR VC / ZOAR Ventures’ legitimate commercial interests.

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75. PRESERVATION OF MANDATORY LAW

Nothing in these Terms is intended to exclude, restrict or waive any statutory right, remedy, safety obligation, consumer protection or other legal requirement that, as a matter of mandatory law, cannot lawfully be excluded.

Where a provision of these Terms conflicts with mandatory law, the law prevails only to the minimum extent necessary, and the remainder of the provision and these Terms continue in full force.

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CUSTOMER DECLARATION

By placing an order, approving a quotation, making payment, participating in a campaign, submitting a pre-order or otherwise proceeding with a transaction, the Customer acknowledges and declares that the Customer:

• has reviewed the relevant Product or Service description, specification, price, delivery conditions, warranty conditions and applicable return or refund conditions;
• has read and accepted these Master Terms;
• understands that imported, project-based, renewable-energy, electrical and technology Products may be affected by technical, environmental, regulatory, supply-chain and third-party factors; and
• agrees to be bound by all applicable Product-Specific, Project-Specific, Campaign-Specific and Supplementary Terms.

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CHECKOUT ACCEPTANCE CLAUSE

“I acknowledge that I have read, understood and agree to be bound by the ZOAR VC / ZOAR Ventures Master Terms and Conditions of Sale, Supply, Pre-Order, Project Execution, Installation, Warranty and Related Services, together with the applicable Return & Refund Policy and any Product-Specific, Project-Specific or Campaign-Specific Terms.”

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ADDITIONAL PRE-ORDER / CAMPAIGN ACCEPTANCE CLAUSE

“I acknowledge that the relevant Product may not be held as Ready Stock and may be procured through pre-order, campaign-based procurement, international sourcing or future importation. I have reviewed and accepted the applicable payment structure, estimated procurement and delivery period, cancellation conditions and refund provisions.”

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