Company billing information:

AGROECOPOWER AUS PTY LTD
21/17 PROWSE STREET,
WEST PERTH, WA, 6005

ABN: 53 660 842 197

 

(hereinafter referred to as "Agroecopower" or "Seller")

 

1.    Purpose

1.1.     These General Terms and Conditions govern the rights and obligations of the Seller and the Buyer arising on the basis of purchase agreements concluded in connection with the sale of goods or services by Agroecopower, in particular the conditions of purchase, delivery, warranty period and other related services, and to the legal relations arising in connection with the negotiations between Agroecopower and the Buyer, the aim of which is the conclusion of such a purchase agreement (hereinafter also referred to as the "Terms and Conditions" or “Terms”).

1.2.     Agroecopower Terms and Conditions apply exclusively to business relations between legal entities, individuals, and entrepreneurs. This document regulates the respective rights and obligations of the contractual parties. The full text of these Terms is available at:

https://www.agroecopower.com.au/terms-and-conditions/.

 

2.   Definitions

2.1       Individual Purchase Conditions or also “Agreement” or “Contract” - is document in writing, in compliance with relevant legislation, that further regulate specific rights and obligations arising from a particular business relationship between the Seller and the Buyer. The General Terms and Conditions take precedence and form an integral part of this agreement; however, the provisions contained in the Purchase Agreement may supplement, expand, and further specify these terms in accordance with the specific business case. In such cases, the Purchase Agreement takes precedence.

2.2       Buyer - An individual, legal entity, or final consumer entering into an Agreement with Agroecopower, or an entity expressing its intention to conclude such an Agreement.

2.3       Contracting Parties - The collective term for both the Buyer and Agroecopower in the process of concluding the Agreement.

2.4       Goods - Also referred to as "Products" or "Services," representing movables or intellectual property that may be the subject of a business relationship under these Terms and Conditions.

2.5       Price List - A document detailing the prices of Goods offered by Agroecopower, including the product name and selling price. This document is available upon request and is not an appendix to these Terms.

2.6       Competent or Authorized Person - An individual or legal entity who, due to their position within Agroecopower or based on a contractual relationship with Agroecopower, is authorized to enter into a contractual relationship with the Buyer. All third parties acting based on a contractual relationship and in the interest of Agroecopower must adhere to these Terms, and their actions are directly governed by them.

2.7       Order - An expression of the Buyer's intent to enter into an Agreement with the Seller, containing specified requirements, particularly the precise identification of goods and services provided by Agroecopower.

2.8       Trial Period - A defined timeframe beginning at the moment of Contract execution and ending as mutually agreed by the Contracting Parties. The trial period is usually 30 days unless otherwise specified. During this period, the Buyer receives the performance free of charge based on the Order, while having a limited timeframe to revert the completed installation to its original technical condition and terminate the Order without financial obligations.

 

3. Basic Provisions

3.1      Unless otherwise agreed in writing between Agroecopower and the Buyer, or if certain provisions of these Terms are not explicitly excluded in writing, the rights and obligations of the parties are governed by these Terms. 

3.2      Any other provisions, particularly those contained in the general terms and conditions of business or individual purchase terms on the part of the Buyer, shall not become part of the Contract, even if Agroecopower does not explicitly express disagreement with them.

3.3      The Contracting Parties agree that any business practices (including industry norms, previous conduct, negotiation customs, unwritten practices, etc.) excluded by this provision shall not be used to interpret the Agreement or the Terms and Conditions.

3.4      These Terms are governed in full by the interpretation of the Australian Consumer Law and all other relevant commercial laws in force within the territory of Australia and New Zealand. Should it become apparent that any provision conflicts with these laws, it is understood that the law shall take precedence over these Terms.

  

4. Subject of Business 

4.1       Agroecopower is a specialist developer, manufacturer, and provider of advanced software modifications for ECM ("Electronic Control Module"), also known as ECU (“Engine Control Unit”) - units within the engine systems of machinery, which includes tractors, combine harvesters, forage harvesters, self-propelled sprayers, trucks, handling and construction equipment, mining machinery, and other similar machines. The company's products are, by nature, intellectual property. The perceived value of such a product is subjective and varies individually for each Buyer. To avoid any ambiguity, these Terms and Conditions explicitly state that the financial or other material value of the product is not subject to the Buyer's own judgment.

4.2       The purpose of Agroecopower products is to provide individual and custom software modifications to a machine's or vehicle's control unit. Agroecopower products are not intended for any other purpose.

4.3       Agroecopower shall bear no liability in the event that the product is used in any manner inconsistent with the provisions in sections 4.1 and 4.2.

 

5. Contract

5.1       The Buyer is required to place an Order, and the Seller is entitled to deliver goods and/or services only through a Contract concluded in writing.

5.2       For the avoidance of doubt, the following are considered a written form:

  • Agreements made via email sent from addresses with the domains:  @agroecopower.com, @agroecopower.cz, or @xtuning.cz
  • Orders placed or agreed upon through text messages or social media communication channels
  • Any communication with Competent Persons or individuals authorized by Agroecopower for this purpose

5.3       The establishment of the business relationship, as per the conditions agreed upon through a separate contract or arrangement, is subject to these Terms and Conditions. Any oral orders or agreements, unless confirmed in writing by Agroecopower, are not binding on Agroecopower.

5.4       Unless otherwise agreed between the Contracting Parties, each Order must contain the following legally binding information:

         a) Full identification of the company or customer

         b) The name of the Buyer's contact person authorized to represent the Buyer in connection with the Order, along with their contact details, including telephone and email

         c) Identification of the vehicle or machine that is the subject of the software modification, specifically:

  • Manufacturer
  • Model series, type, and year of manufacture
  • VIN number, or another form of clear and unmistakable identification of the machine to avoid any doubt or confusion (e.g., a photograph of the identification tag)

         d) Billing address and/or the address where the service is to be performed.

5.5       A Buyer, who is a legal entity and is entering into its first Contract, is required to attach a copy of an active and valid authorization to conduct its business or a valid extract from the Commercial Register not older than three months. The Buyer must also provide consent to these Terms and Conditions, confirming that these Terms will apply to any future Agreements concluded between the Buyer and Agroecopower.

 

6. Order Acceptance 

6.1       Unless otherwise agreed by the Contracting Parties, each Order must be confirmed (accepted) in writing by Agroecopower no later than five (5) working days after receipt. Alternatively, Agroecopower will notify the Buyer within this period of the date on which the Order will be confirmed; otherwise, the Order will expire.

6.2       Acceptance of the Order will be made in writing by Agroecopower. Delivery of acceptance via email to the Buyer’s email address specified in the Order, or through any form of recordable electronic correspondence, is also considered valid written confirmation.

6.3       The Order serves as a proposal for the conclusion of the Agreement, and its unconditional acceptance by Agroecopower finalizes the Purchase Agreement. Agroecopower agrees to deliver the agreed and defined subject as specified in the Contract, and the Buyer agrees to accept the subject and pay the agreed price.

6.4       If Agroecopower’s acceptance deviates from the Order, the Buyer shall be deemed to agree to the proposed changes if:

         a) The Buyer sends a written confirmation to Agroecopower, stating their consent to the amended offer;

         b) The Buyer does not reject the amended offer in writing within three (3) working days from the date of its delivery;

         c) The Buyer pays the agreed purchase price or part thereof for the delivered Goods

         d) The Buyer takes over the ordered Goods as part of the completed order.

 

7. Prices, Billing, and Payment

7.1       The price for the Goods specified in the Contract is a fixed and binding price (hereinafter referred to as the “Purchase Price”). The Purchase Price will be invoiced by Agroecopower based on conditions mutually agreed with the Buyer, in writing, in the form of an agreed Price List, confirmed Delivery Notes, and/or Handover Protocols. All related information may be included in a combined document.

7.2       The invoiced amount will include the total sum to be paid and will meet all legal requirements, particularly including the GST tax.

7.3       The Buyer shall pay the Purchase Price based on a tax document (invoice). The agreed Purchase Price can only be changed by a written agreement between the Contracting Parties. The tax document must comply with all legal requirements and contain a variable number or other unique identification of the order (internal Agroecopower Order ID).

7.4       Unless otherwise stated in the Contract or agreed upon, the Purchase Price is payable:

                   a) Upon the completion of the realized order

                   b) By the due date specified on the invoice. 

7.5       The Buyer is obliged to pay the Purchase Price as per the duly issued tax document (invoice) specified in the Contract, using one of the following methods:

         a) Bank transfer to the Agroecopower account specified in the Agreement or on the tax document (invoice); or

         b) Cash payment upon receipt of the goods and/or provision of the service; or

         c) Bank check issued in compliance with all legislative requirements; or

         d) Advance payment based on an invoice issued by Agroecopower, in which case the service will be provided to the Buyer only after the relevant amount has been credited to Agroecopower's bank account, unless otherwise agreed by the parties.

7.6       Payment cannot be made by credit card (VISA, MasterCard, American Express, etc.) or through payment platforms such as PayPal, Apple/Google Pay, BPAY, Afterpay, and others.

7.7       Costs associated with transport, handling, installation, professional consultation, or other services provided by Agroecopower (hereinafter referred to as "Costs associated with the sale") are not included in the Purchase Price of the Goods and Services. These costs shall be paid by the Buyer to Agroecopower in the amount specified in the Purchase Agreement or as listed on the tax document, unless otherwise agreed by the Contracting Parties. The costs associated with the sale will be billed and invoiced together with the Purchase Price.

7.8       Unless otherwise individually agreed, Agroecopower reserves the right not to accept any alternative form of payment, particularly bartering, payments in currency derivatives, mutual fund shares, or through any form of electronic currency (Bitcoin, Ethereum, etc.).

7.9       In the event of a payment delay by the Buyer, Agroecopower is entitled to charge a contractual penalty for each day of delay, calculated at 5% above the central bank's base interest rate applicable on the date of the delay, with a minimum penalty of 20% of the purchase price. The application of this penalty does not release the Buyer from the obligation to pay the full purchase price.

7.10   If the customer decides to cancel the order and requests that the machine be returned to its original state prior to the modification, and it is agreed with the Seller that this will be compensated with a refund, a full refund of any paid deposit or prior payment will only be guaranteed if Agroecopower is permitted to restore the machine to its original condition.

7.11   In the event of debt recovery, Agroecopower has the right to pursue recovery using all available legal means, in accordance with the applicable laws of Australia and New Zealand.

 

8. Terms of Delivery

8.1       Agroecopower supplies its products in Australia and New Zealand. The Seller is Agroecopower, and the place of implementation is the Buyer's billing address or another address designated by the Buyer.

8.2       As stated in 7.7 - the costs associated with delivering the ordered products to the Buyer depend on the place of delivery and the nature of the order, especially its scope and complexity. Agroecopower reserves the right to individually quantify transport and handling costs based on the specific business case, in the form of a "Service Fee." The exact amount of this fee is stated in the official price list valid on the date of the order.

8.3       The delivery date of the services provided by the Seller depends entirely on Agroecopower's capacity and technical capabilities. Agroecopower is not liable for any delays, especially those caused by order completion or technical preparation before implementation. However, Agroecopower will make every effort to minimize the risk of delays and promptly inform the Buyer if a delay is likely.

8.4       Ownership and other property rights to the Goods and Services transfer to the Buyer on the day of the ECU software modification installation. The risk of damage to the engine, ECU unit, or other parts of the vehicle or machine also passes to the Buyer at the same time.

8.5       Agroecopower provides a lifetime warranty on its products, which means particularly, but not exclusively:

a)    Repeated modification provided that the original software version has been restored in the machine;

b)    Software modification correction in the event it is proven that the installed version exhibits errors or does not meet the customer’s expectations, and it can be clearly demonstrated that this is due to a defect in the software modification;

c)     A special case of retaining the software modification in the Buyer's possession may involve its transfer between machines. However, this action is governed by the official price list valid on the date of the transfer;

d)    A special case is when the customer needs to remove the software modification from the machine and return it to its original state, with the intention of reinstalling the modification later. This action is governed by the official price list valid on the date of implementation.

8.6       The delivery period for Goods is extended by the amount of time the Buyer delays in providing the required documents to Agroecopower, particularly information about the machine or vehicle that is the subject of the Order. This extension also applies if the Buyer is in arrears with the payment of the agreed Purchase Price, the billed advance on the Purchase Price, or any overdue receivables resulting from already concluded Purchase Agreements with completed Orders.

8.7       If the Buyer refuses to take over the Goods and/or Services without reason, Agroecopower is entitled to demand a contractual penalty of 20% of the agreed Purchase Price, plus the amount necessary to cover transport and other related costs. This does not affect Agroecopower's right to payment of the Purchase Price.

8.8       The Buyer is obliged to inspect the machine's condition both before and immediately after the software modification, particularly its operability and full functionality, considering the vehicle's age and technical condition.

8.9       The Buyer undertakes not to conceal or withhold any modifications to the machine, whether software or hardware, that could directly affect the flawless functioning of the modification performed by the Seller. If it is later revealed that this obligation has not been fulfilled, Agroecopower bears no responsibility for any resulting malfunctions or issues with the machine.

8.10   The Buyer is entitled to refuse the modification of the machine's control unit if it does not comply with the Contract, including cases where the modification does not meet expectations or fails to provide the desired effect. In such cases, the Buyer can request the machine's return to its original state. Agroecopower declares that the restoration will be carried out in a manner that ensures all characteristics and operability of the machine are identical to its condition before the software modification. The free guarantee for returning the machine to its original state is valid only during a 30-day testing period, starting the day after the software modification installation.

8.11   Agroecopower reserves the right to refuse to execute the Order if, based on initial diagnostics, the machine does not meet the technical parameters required for error-free software modification, particularly due to objective non-compliance with the technical parameters necessary for its proper operation after modification. Agroecopower will duly notify the Buyer of this situation. In such cases, the Contract will be terminated, and neither Contracting Party will be entitled to any financial compensation.

8.12   Agroecopower reserves the right to refuse to execute the Order if the initial diagnostics indicate that:

    a) A software modification of the ECM unit by another company has already been performed on the machine; or

  b) The machine has been modified by the Buyer, or parts/components have been used in the engine system's repair or modification that differ from the standard parts used by the manufacturer for the given model type.

8.13   In the case of a sudden change in machine operation or failure that may be related to the realized modification (e.g., transition to emergency mode (deration) or an error message indicating affected engine components), it must be immediately reported via email to australia%z%agroecopower.com or by contacting an Agroecopower representative. The Buyer is obliged to prepare a Damage Report ("Report") and submit it without undue delay. The Report must include:

         a) Manufacturer, model, and type of the machine or vehicle;

         b) VIN or a photograph of the identification tag;

         c) A copy of the invoice showing the variable order number;

         d) A verbal description of the fault with all information used to identify the fault;

  e) Photo documentation illustrating the fault's nature, including photographs of error messages, warning symbols on the instrument panel, and signs of non-standard exhaust behavior (e.g., smoke color);

  f) Video/Audio recordings demonstrating non-standard behavior of the machine and engine operation.

8.14   Agroecopower declares that all data and information provided in the Report will be used solely to ascertain the facts, particularly to make sufficient efforts to resolve the failure.

8.15   Agroecopower reserves the right to deny liability for any machine failure if it is objectively demonstrated that the software modification implemented in the ECM unit has no relevant connection to the failure.

8.16   The reported failure or additional complaint does not deprive the Buyer of the right to lodge a complaint regarding the subject of the Agreement, and it gives the Seller the opportunity to prove that there is no conflict with the Purchase Agreement.

 

9. Rollback

9.1       The Buyer is entitled to withdraw from the Contract and request the return of the machine to its original condition within 30 days from the date of installation. However, Agroecopower reserves the right to decide on the possibility of returning the Services, especially due to the nature and technical complexity of the installation. In the event of a refund, partial refund, or return of a financial deposit, Agroecopower requires the machine to be returned to its original state as a mandatory condition.

9.2       The right to withdraw from the Contract does not apply to the provided software modification that serves the individual and specific needs of the Buyer, especially if the Buyer has made other subsequent technical or mechanical modifications to the machine. Agroecopower hereby declares that the Buyer will be sufficiently informed of this fact before the software modification is implemented and will require informed consent from the Buyer before proceeding with the Order.

9.3       In the event of the Buyer's withdrawal from the Contract, the Buyer shall bear the costs of transport, necessary handling at the place of implementation, and any other related costs incurred by the Seller in returning the machine to its original state before the installation. Agroecopower will provide the Buyer with an estimated breakdown of these costs in advance, and the Buyer agrees to confirm this financial compensation in writing no later than 2 days before the agreed date for returning the software modification to its original state.

9.4       If the Buyer withdraws from the Contract, the Seller is entitled to demand a cancellation fee of 20% of the agreed Purchase Price. Unless otherwise agreed, if the withdrawal from the Contract occurs after 30 days from the date of installation, the Buyer is not entitled to a refund for the performed software modification.

9.5       In the event that the Buyer loses ownership of the machine with the software modification installed by Agroecopower, the Buyer is not entitled to any financial compensation or refund.

 

10. Liability for Defects 

10.1   Agroecopower is responsible for ensuring that the software modifications provided are in accordance with the Agreement, free from any legal or factual defects, and not subject to any financial, banking, accounting, customs, or other obligations arising from the nature of the matter.

10.2   The Buyer is obliged to inspect the affected machine immediately after the installation and verify the nature of the new software, including any changes in behaviour, new technical features, and different engine operation that may require a change in the driver's approach to achieve the maximum effect of the software adjustments. In this regard, Agroecopower will provide the Buyer with all necessary accompanying information, including professional training for the machine operator, and will supply relevant documentation through the "Maintenance Protocol" (if needed. The cost of machine operator training is already included in the Purchase Price.

10.3   If Agroecopower is unable to repair the software modification or replace the Service with a new one, Agroecopower will issue a credit note for the value of the defective or undelivered item, which will reduce the Purchase Price or its proportion. The value of the credit note in this case shall not exceed the purchase price, unless there is a financial settlement between the Buyer and Seller or otherwise agreed.

10.4   If Agroecopower incurs liability for damage, it is liable to the Buyer only for damage to the delivered Services, up to the maximum amount of the Purchase Price of the delivered Order. Agroecopower is not responsible for any lost profits of the Buyer or third parties.

10.5   The warranty for the quality of the implemented software modification does not apply to defects caused:

                   a) By using the modification for an inappropriate purpose; or

                   b) By inappropriate or unprofessional intervention in the software modification; or

  c) By any unauthorized changes, modifications, or repairs to the machine not approved by Agroecopower that are directly related to the software modification and its effect on the machine's behavior;

  d) By changes, modifications, or repairs to the supplied software modification made by a person or company other than authorized by Agroecopower; or

  e) Due to damage to the ECU unit caused by improper handling, loss of ECU functionality, damage by a third party, or unavoidable events.

10.6   The right to claim defects under the quality guarantee expires if the Buyer is unable to prove that the software modification was carried out by Agroecopower.

10.7   The Buyer undertakes to provide Agroecopower with full cooperation in resolving defects and complaints related to the price, implementation, or qualitative aspects of the contractual performance based on the concluded Purchase Agreement.

 

11. Pre-contractual Liability

11.1   The Buyer declares that they are aware that Agroecopower engages in the negotiation of the Purchase Agreement freely and is not obligated to conclude it, thereby excluding any pre-contractual liability on the part of Agroecopower.

11.2   Any discussions held prior to the conclusion of the Purchase Agreement or before the Buyer submits the Order do not create any obligation for Agroecopower, nor do they establish any rights for the Buyer.

11.3   Agroecopower is not responsible for any modifications to the machine made by the Buyer prior to the implementation of Agroecopower's software modification. In such a case, Agroecopower reserves the right to refuse the software modification unless the machine is fully restored to its original factory condition.

 

12. Force Majeure

12.1   Force majeure refers to extraordinary circumstances that prevent Agroecopower from fulfilling its obligations under the Purchase Agreement, which occur independently of Agroecopower's will and cannot be averted by Agroecopower or its agents or other business partners. If such circumstances arise, preventing Agroecopower from meeting its contractual obligations, Agroecopower has the exclusive right to reasonably extend the delivery times for its services or to withdraw from the Purchase Agreement, in both cases without any obligation to compensate the Buyer.

 

13. Final Provisions

13.1   Agroecopower is entitled to unilaterally change these Terms and Conditions. Any such change shall be published without undue delay at:

https://www.agroecopower.com.au/terms-and-conditions/

at least three (3) days before they take effect. The Buyer accepts the change in the Terms and Conditions by placing an Order after the new Terms have come into force.

13.2   Agroecopower undertakes to handle the Buyer's personal data in full compliance with all relevant legislative regulations concerning the protection of personal data (Privacy Act 1988). Detailed information on the privacy policy is available on the website at:

 https://www.agroecopower.com.au/protection-of-personal-data/

13.3   Should any individual provision of these Terms and Conditions be deemed invalid, the remaining provisions shall remain unaffected. All Purchase Agreements are subject to the Terms and Conditions valid at the time of their conclusion.

13.4   Agroecopower and the Buyer undertake to take all available measures to prevent damage and minimize any possible harm. Installation is fully subject to occupational safety regulations.

13.5   Agroecopower is entitled to transfer any of its rights or obligations under the Agreement to a third party without the prior written consent of the Buyer, including the right to assign its claims against the Buyer to a third party.

13.6   Agroecopower is entitled to set off any receivables from the Buyer against the Buyer's receivables from Agroecopower

13.7   The Buyer acknowledges and agrees that if any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining Terms shall not be affected in any way. In such a case, the parties agree that the invalid conditions will be reformulated by the court to closely reflect the intentions of both Contracting Parties. If reformulation is not possible, they will be separated and removed from these Terms. Failure by Agroecopower to exercise or enforce any right or provision of these Terms shall not constitute a waiver unless Agroecopower agrees in writing.

13.8   Agroecopower informs all Buyers that, in the event of any conflicts arising in the contractual relationship between Agroecopower and the Buyer, Agroecopower is entitled to request an out-of-court settlement.

13.9   Agroecopower informs that is the owner and operator of the following online communication channels:

The user of this website understands that the use of this website and the information contained therein is at their own risk. Agroecopower reserves the right to disclaim any responsibility for false or incomplete information. Agroecopower does not warrant that these channels will provide continuous and completely accurate content, particularly in the context of misleading or unintentional errors caused by human mistakes. Agroecopower declares that it will make reasonable efforts to regularly review and update all channels but is not liable for any damages or losses caused by inaccuracies in the content. 

13.10    Agroecopower is not liable for damages caused by any viruses or other programs that could affect the operation of a connected computer, mobile phone, or other device. While Agroecopower makes sufficient efforts to prevent the existence of such harmful content, this does not explicitly exclude the possibility of its presence.

13.11    Agroecopower is not liable for any damages caused by the interpretation of information generated by artificial intelligence ("AI"). Furthermore, Agroecopower hereby declares that it is in the Buyer’s best interest to always consult their intentions directly with an authorized representative of Agroecopower.

13.12    The conclusion of the Purchase Agreement fully expresses the consent of the parties concerning the subject of these Terms and Conditions and replaces all previous agreements and arrangements between the Contracting Parties regarding the content of these Terms. Any individual changes must be made in writing and include the signatures of the competent persons of both Contracting Parties to be binding.

13.13    By concluding the Contract, the Buyer confirms and declares that they have read these Terms and Conditions in detail and agree with all provisions without reservations.

13.14    These Terms and Conditions, as amended, came into effect on 1st January 2024.

 

Jakub Klobása

CEO/Owner