AGROECOPOWER LLC GENERAL TERMS AND CONDITIONS (Paragraphs headings are for ease of reference only and do not form part of this document) valid from 1/1/2021 

Company billing information: 




NEW YORK, NY 10021 

(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 between Agroecopower and the Buyer 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"). 

1.2. Agroecopower Terms and Conditions apply exclusively in business relations between  legal entities, persons and entrepreneurs. 

1.3. The provisions contained in the purchase agreement (hereinafter also referred to as the  “Agreement”) take precedence over the provisions of these Terms and Conditions.

2. Definitions 

2.1. Terms and Conditions - a term denoting this document, which regulates the rights and  obligations between Agroecopower and the buyer, the wording of these terms and  conditions is available at: 

2.2. Individual purchase conditions - a document additionally regulating selected rights  and obligations arising from a specific business relationship between the Seller and the  Buyer. The General Terms and Conditions are superior to this document and are an  integral part of it. 

2.3. Buyer - A person, legal entity, final consumer concluding a purchase contract with  Agroecopower or an entity expressing its free will leading to the conclusion of a  purchase contract. 

2.4. Contract - the Purchase Contract or any other contractual agreement containing the  requisites given by the relevant legislation concluded in writing between Agroecopower  and the Buyer. 

2.5. Contracting Parties - joint action of the Buyer and the Seller concluding the Contract. 

2.6. Goods - or also "Products" or "Services" - movables or intellectual property that may  be the subject of a business relationship under these Terms and Conditions. 

2.7. Website - Agroecopower website and online environment - all available under the  domain: 

2.8. Price list - A document containing price documents for individual Products and  Services of the Seller, in particular the name of the product and the selling price. This document is available on request from the Seller and does not form an appendix to  these Business Conditions. 

2.9. Competent or Authorized person - A person or legal person who, by virtue of his  position in Agroecopower, or on the basis of a contractual relationship with  Agroecopower, is authorized to enter into a contractual relationship with the Buyer. 

2.10. Order - an expression of the Buyer's free will to enter into an Agreement with the Seller  and containing defined requirements, in particular the precise identification of goods  and services provided by Agroecopower. 

2.11. Trial period - a period of time defined by the beginning at the moment of the execution  of the contract and the end determined by mutual agreement between the Contracting  Parties. The trial period is usually 30 days, unless otherwise agreed. During this period,  the Buyer is provided with performance free of charge on the basis of the Order, while  leaving a time-limited space to return the completed installation to its technically  original condition and terminate the order without the obligation of financial  performance by the Buyer. 

3. Basic provisions 

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

3.2 Other provisions, contained in particular in the general terms and conditions of  business and individual purchase on the part of the Buyer, do not become part of the  Contract, even if Agroecopower does not expressly express its disagreement with them.

3.3 The Contracting Parties agree that any business practices that are excluded by this  provision will not be used for the interpretation of the Agreement or the Business  Conditions. 

4. Subject of Business 

4.1 Agroecopower is a specialist developer, manufacturer and provider of sophisticated  software modifications of ECM ("Electronic Control Module") units in the engine  system of self-propelled agricultural machinery, especially tractors, combines, forage  harvesters, self-propelled sprayers, trucks, handling and construction and the like. The  company's products are by nature an intellectual property product. The perceived value  of such a product is given subjectively and individually by the Buyer, and for the  avoidance of doubt, these Terms and Conditions stipulate unreservedly the fact that it  does not depend on the Buyer's own judgment to determine the financial or other  material value of the product. 

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

5. Contract 

5.1 The Buyer is obliged to order, and the Seller has the right to deliver goods and / or  services only through a Contract concluded in writing. 

5.2 For the avoidance of any doubt, an agreement made by e-mail sent from e-mail  addresses with the domain:, or, 

but also through any sort of electronic communication with Competent Persons and  Persons for this purpose by Agroecopower authorized, is also considered a written form. 

5.3 The realization of the business relationship according to the conditions agreed through  a separate contract or arrangement is subject to these Business Conditions. Any oral  orders and 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  legally binding requirements, in particular as set out below: 

a) Full identification of the company or customer; and 

b) The name of the Buyer's contact person who is authorized to represent the Buyer  in connection with the Order and the contact details of this person, in particular  telephone and e-mail contact; and 

c) Identification of the vehicle or machine that is the subject of the software  modification, in particular the designation of: 

• Manufacturer; and 

• Model series, type and year of manufacture; and 

• VIN number; or another form of unambiguous and unmistakable identification of the machine in such a way as to avoid any doubt or  confusion (for example, a photograph of the identification tag); and 

d) billing address / resp. the address of the realization. 

5.5 The Buyer, who is a legal entity and who concludes its first Contract, is obliged to attach  a copy of the active and valid authorization to conduct its business, or a valid extract  from the Commercial Register not older than 3 months, and the Buyer's consent to the  contents of these Terms and Conditions, confirming that these Business Terms and  Conditions will be further applied to other Agreements concluded between the Buyer  and Agroecopower.

6. Order acceptance 

6.1 Unless the Contracting Parties agree otherwise, each Order must be confirmed  (accepted) in writing by Agroecopower no later than five (5) working days or  Agroecopower will notify the Buyer within this period of the date on which the Order  will be confirmed, otherwise it expires. 

6.2 Acceptance of the Order will be made by Agroecopower in writing. Delivery of  acceptance by e-mail to the Buyer's e-mail address specified in the Order or on the basis  of any type of recordable electronic correspondence is also considered a written  confirmation. 

6.3 The Order is a proposal for the conclusion of the Agreement, the unconditional  acceptance of which by Agroecopower concludes the Purchase Agreement.  Agroecopower undertakes to deliver to the Buyer the agreed and defined subject in the  Contract and the Buyer undertakes to take over the subject and pay the agreed price. 

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

a) The Buyer send a written confirmation to Agroecopower stating its consent to  the acceptance of the amended offer made by Agroecopower; or 

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

c) The Buyer pays the agreed purchase price or part thereof for the delivered goods  and / or services provided; or 

d) The buyer takes over the ordered Goods and/or Services in the form of a realized  order.

7. Prices, billing and payment 

7.1 The price for the Goods and/or Services 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 on the basis of conditions agreed with the Buyer, mutually  and in writing in the form of an agreed Price List, confirmed Delivery Notes and/or  Handover Protocols. All information in this sense may be the content of one combined  document. 

7.2 The Buyer shall pay the Purchase Price on the basis of a tax document - invoice. The  agreed Purchase Price may be changed only by written agreement of the Contracting  Parties. The tax document must meet all the requirements required by law and must  contain a variable number or other unique identification of the order (internal Partner  System ID) 

7.3 Unless stated in the Contract or agreed otherwise, the Purchase Price is payable: a) At the moment of completion of the realized order and payment by check b) Within fourteen (14) days from the tax document (invoice) issue date c) If an agreement on a Trial Period is concluded between both Contracting Parties  

(a model of "SOR contract" is an annex to these Terms and Conditions), both  payment options may be postponed in time, but not longer than the agreed Trial  Period. 

7.4 The Buyer is obliged to pay the Purchase Price according to the duly issued tax  document (invoice) specified in the Contract, either: 

a) Transfer to the bank account of Agroecopower, specified in the Agreement or on  the tax document (invoice); or 

b) Payment in cash upon receipt of the goods and / or provision of the service; or c) Payment by bank check issued, including all legislative requirements

d) Payment made before the service was provided on the basis of an advance  invoice; issued by Agroecopower on the basis of the Order; in such a case, the  service will be provided to the buyer no earlier than when the relevant amount  will be credited to Agroecopower bank account, unless the parties agree  otherwise. 

7.5 Payment cannot be made by payment card (VISA / MasterCard / American Express,  etc.), nor through payment platforms such as PayPal, Apple Pay and others. 

7.6 Costs associated with transport, handling, installation, professional consultation, resp.  with other services provided by Agroecopower for the Buyer (hereinafter referred to as  "Costs associated with the sale"), are not included in the Purchase Price of the Goods  and Services; these will be paid by the Buyer to Agroecopower in the amount specified  in the Purchase Agreement, or within the item list stated on the tax document, unless  the Contracting Parties agree otherwise. The costs associated with the sale will be billed  and invoiced by Agroecopower together with the Purchase Price. 

8. Terms of delivery 

8.1 Agroecopower supplies its products in the United States and Canada. The Seller is  Agroecopower, the place of implementation is the Buyer's address, or another address  designated by the Buyer. 

8.2 The costs associated with the delivery of ordered products through the Contract to the  Buyer depend on the place of execution and the nature of the order, especially on the  scope and complexity of the executed Order. Based on this, Agroecopower reserves the  right to quantify transport and handling costs individually according to the nature of  the specific business case in the form of a "Service Fee".

8.3 The date of delivery of services provided by the Seller is entirely subject to the capacity  and technical capabilities of Agroecopower. In this respect, Agroecopower does not  bear any responsibility for any delay, mainly due to the completion of the order or  technical preparation before implementation. However, Agroecopower also declares  that it will make sufficient efforts to minimize the risk of such delay and will inform  the Buyer without delay in the event of a risk of delay. 

8.4 Ownership, as well as other property rights to Goods and Services, passes to the Buyer  on the day of full payment of the Purchase Price. Risk of damage to the Goods, the ECM  unit, resp. on other parts of the vehicle or machine, passes to the Buyer at the same  time. 

8.5 Agroecopower provides a 24-month warranty on its own Products. At the same time,  however, it declares, and the Buyer is aware and fully accepts through a binding Order, that the provided software modifications may affect the subsequent behavior and  operability of the machine, all circumstances being fully within the competence of the  Buyer and the Seller bears no responsibility in this regard, and it in full. 

8.6 The period for delivery of Goods and/or provision of Services is extended by the time  for which the Buyer is in delay with handing over the agreed documents to  Agroecopower, in particular with providing information on the machine or vehicle that  is the subject of the Order; if the Buyer is in arrears with the payment of the agreed  Purchase Price or the billed advance on the Purchase Price, or in arrears with the  payment of overdue receivables from Agroecopower due to already concluded and  Purchase Agreements with already realized Order subjects. 

8.7 In the event that the Buyer refuses to take over the Goods and/or Services without  reason, Agroecopower is entitled to demand payment of a contractual penalty in the  amount of 20% of the agreed Purchase Price, plus the amount necessary to cover 

transport and other related costs. This does not affect Agroecopower right to payment  of the Purchase Price. 

8.8 The Buyer is obliged to check the condition of the machine immediately after the  implementation of the software modification, especially the operability and full  functionality with regard to the age and technical condition of the vehicle before the  actual implementation of the modification. The Buyer is entitled to refuse to accept  the modification of the machine control unit, which is not in accordance with the  Contract, with the proviso that the implemented modification does not meet  expectations or does not bring the required effect to the Buyer. In such a case, the  Buyer is entitled to request the return of the machine to its original state. At the same  time, Agroecopower declares that the restoration will take place in such a way as to  ensure all the characteristics and operability of the machine identical to the condition  of the machine at the time of its acceptance in the moment before the actual  implementation of the software modification. 

8.9 Agroecopower reserves the right to refuse to execute the Order if the machine in  question, based on the results of input diagnostics, does not meet the technical  parameters required for error-free software modification, but mainly due to objective  non-compliance with technical parameters necessary for error-free machine operation  after modification. Agroecopower hereby declares that the Buyer will be duly notified  of this situation. In such a case, the Contract, which will be terminated, will not be  fulfilled and neither of the Contracting Parties will be entitled to any financial  compensation. 

8.10 Agroecopower reserves the right to refuse to execute the Order in the event that the  machine in question, based on the results of the input diagnostics, shows parameters  identical to:

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 such parts and components have  been used in the repair or modification of the engine system that are different  in nature from the parts standardly used by the manufacturer for the given  model type of machine by default. 

8.11 In the case of a sudden change in machine operation or in the case of a machine failure  with the possibility of the relation to realized modification (for example, transition of  the machine to emergency mode (deration) or signaling of an error message indicating  the affected engine components), this must be notified immediately by e-mail to or by contacting the Agroecopower representative. The  Buyer is obliged to always write a Damage Report (hereinafter referred to as the  "Report") and deliver it without undue delay to the e-mail address, or in any way hand  it over to the Authorized Person of Agroecopower. The protocol is an integral part of  reporting such a failure, and the Buyer is obliged to provide all relevant information, in  particular: 

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

b) VIN designation of the machine / photograph of the machine identification tag c) A copy of the invoice with the visible variable order number 

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

e) Photo documentation illustrating the nature of the fault, in particular  photographs of the error message or codes, warning symbols on the instrument  panel, demonstration of non-standard behavior of the exhaust system - for  example, smoke color and the like. 

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

8.12 Agroecopower declares that all data and information provided in the Protocol will be  used only for the purpose of ascertaining the facts, in particular to make sufficient  efforts to resolve such failure. 

8.13 Agroecopower reserves the right to refuse to be liable for a detected and reported  machine failure if it is objectively demonstrated that the software modification  implemented in the ECM unit has no relevant connection with the machine failure. 

8.14 The reported failure or additional complaint does not deprive the Buyer of the right to  complain about the subject of the Agreement and gives the Seller the opportunity to  prove that this is not a 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 receipt of the  installation, but Agroecopower reserves the right to decide on the possibility of  returning the Services, especially due to the nature and technical complexity of the  installation. 

9.2 The right to withdraw from the Contract does not apply to the provided software  modification, serving the individual and specific needs of the Buyer, especially those as  a result of which 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 actual implementation of the software  modification and will require informed consent from the Buyer for the subsequent  implementation of the Order.

9.3 In the event of the Buyer's withdrawal from the Contract, the Buyer shall pay the costs  of transport and all necessary handling at the place of implementation, or any other  related costs of the Seller with the return of the machine before the installation.  Agroecopower will inform the Buyer in good time about the estimated quantification  of these costs and the Buyer undertakes to confirm this financial compensation in  writing no later than 2 days before the agreed date for the return of the software  modification to its original state. 

9.4 In the event that the Buyer withdraws from the Contract, the Seller is entitled to  demand a cancellation fee of 20% of the agreed Purchase Price. 

10. Liability for defects 

10.1 Agroecopower is responsible for ensuring that the software modification Services  provided are in accordance with the Agreement and that these Services are free from  any legal or factual defects and are 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 taking over the  installation and make sure of the nature of the new software, including any change in  behavior, new technical features and different engine operation requiring a change of  driver's approach and habits to achieve maximum effect of software adjustments. In  this regard, Agroecopower will provide the Buyer with all necessary accompanying  information, including any professional training of the machine operator and the  submission of accompanying documentation via the "Maintenance Protocol" (if  needed), which is attached to these Terms and Conditions. The price for machine  operator training is already part of the Purchase Price.

10.3 In the case that Agroecopower is unable to repair the software modification or replace  the Service with a new Service, Agroecopower will issue a credit note for the value of  defective or undelivered subject, which will reduce the Purchase Price or its proportion,  unless there is financial settlement between Buyer and Seller or agreed otherwise. 

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 performance of the Order. Agroecopower is not responsible for lost profits of  the Buyer or third parties. 

10.5 Agroecopower provides a warranty for the implemented software modification for a  period of 24 months from the date of receipt by the Buyer. Agroecopower hereby also  undertakes that in the event of loss of software modification on the part of the Buyer,  for any reason (especially by restoring the ECM unit to its original condition),  Agroecopower will provide repeated Service, even after the warranty period provided  by the Seller. The price for repeated performance is governed by the valid  Agroecopower Price List. 

10.6 The guarantee for the quality of the implemented software modification does not apply  to defects caused by: 

a) as a result of the case of the modification used for an inappropriate purpose; or b) as a result of inappropriate or unprofessional intervention in the software  modification; or 

c) as a result of any unauthorized changes, modifications and repairs to the  machine not approved by Agroecopower directly related to the software  modification and its effect on the behavior of the machine; or 

d) as a result of changes, modifications and repairs to the supplied software  modification made by a person or company other than Agroecopower authorized  person for this purpose; or

e) due to damage to the ECM unit due to improper handling, damage to a third  party or unavoidable events. 

10.7 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. 

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

11. Pre-contractual liability 

11.1. The Buyer declares that he is aware that Agroecopower is negotiating the Purchase  Agreement freely and is not responsible for not concluding it, thus excluding  Agroecopower pre-contractual liability. 

12. Force majeure 

12.1. Force majeure means extraordinary circumstances preventing Agroecopower from  fulfilling its obligations under the Purchase Agreement, which occurred  independently of Agroecopower will and could not be averted by Agroecopower or its  agents. If circumstances of force majeure arise and thus prevent Agroecopower from  fulfilling its contractual obligations, Agroecopower has the exclusive right to  reasonably extend the delivery times of the delivery of its services or to withdraw  from the Purchase Agreement, in both cases without 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 by reference to: at least three (3) days before  they take effect. The change of business conditions by the Buyer will be accepted by  the making of any Order by the Buyer after the new Business Conditions have come  into force. 

13.2. Agroecopower undertakes to handle the Buyer's personal data in full compliance with  the relevant provisions of all legislative regulations related to the protection of  personal data. Detailed information on the accepted privacy policy is available on the  Website here: 

13.3. Should any individual provision of these Terms and Conditions be invalid, the  remaining provisions of the Terms and Conditions shall remain unaffected. In the  case of all Purchase Agreements, they are subject to the Business Conditions valid at  the time of their agreement. 

13.4. Agroecopower and the Buyer undertake to take all measures available to them to  prevent damage and to keep any damage to a minimum. 

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 of Agroecopower to assign its claims against the Buyer under the Agreement  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. Buyer acknowledges and agrees that in the event that any provision of these Terms is  held to be invalid, illegal or unenforceable by a court of competent jurisdiction, in any  respect to the validity, legality and / or enforceability of the remaining Terms, these  Terms will be applied and not be affected or disrupted in any way. At the same time,  in such a case, the parties agreed that such invalid conditions will be validly  reformulated by the court so as to be as close as possible to the intentions of both 

Contracting Parties. If they are unreformable, they will be separated and removed  from these conditions. 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 hereby 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 is the operator of the website at: The user of  this website understands that the use of this website and the information contained  in it is at his own risk and responsibility. Agroecopower reserves the right to disclaim  any responsibility for false or incomplete information. Agroecopower does not  warrant that the Website will provide continuous, and in all circumstances true,  content, particularly in the context of misleading, unintentional errors or typos  caused by human error. Agroecopower hereby declares that it will make reasonable  efforts to constantly review and keep its Website up to date 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 with  the nature and ability to affect the operation of a connected computer, mobile phone  or other device. At the same time, Agroecopower states that it makes sufficient efforts to prevent the existence of such harmful content, which, however, does not explicitly  exclude such content. 

13.11. The conclusion of the Purchase Agreement is a complete expression of the consent of  the parties with regard to the subject of these Business Conditions and replaces all  previous agreements and arrangements between the Contracting Parties with regard  to the content of these Business Conditions. In order for any possible individual  change to be binding, it must be made in writing, including the signature of the  competent persons of both Contracting Parties. 

13.12. By concluding the Contract, the Buyer confirms and declares that he has read these  Business Terms and Conditions in detail and that he agrees with all provisions of the  Business Terms and Conditions without reservations. 

13.13. These terms and conditions, as amended, came into force on 1/1/2021. 

Jakub Klobása