GENERAL BUSINESS TERMS AND CONDITIONS
SWOBBEE BATTERY SWAPPING STATION
SWOBBEE aims to make green energy available to everyone according to their needs. In order to achieve this goal, SWOBBEE offers a variably usable battery system for a variety of mobile applications. This includes a network of Swobbee Battery Swapping Stations (Swobbee BSS), at which the battery system from SWOBBEE and other partners can be exchanged for charged battery systems.
1. Subject to General Business Terms and Conditions
The following conditions are part of all contracts concluded with Swobbee GmbH (hereinafter „SWOBBEE“).
These general business terms and conditions apply exclusively. The general business terms and conditions of the other contractual partner (hereinafter referred to as “contractual partner”) are contradicted. They only apply if SWOBBEE expressly agrees to them.
Only the managing director and the authorised signatories of SWOBBEE as well as persons who can present a written authorisation signed by one of the aforementioned representatives are authorised to conclude a contract outside of SWOBBEE’s business premises.
SWOBBEE operates a service hotline under the number +49 30 58 70 47 040. The current service number is on the Swobbee BSS and on the back of the RFID access cards. The email contact address is: service@swobbee.com
B. Special provisions
The contractual partner rents the agreed property to SWOBBEE for the purpose of setting up and operating a Swobbee BSS in its own name and on its own account.
The contractual partner is entitled to commercially sublet the property to third parties to the extent covered by the contract and guarantees that the contractual operation of Swobbee BSS is not obstructed by any technical or other obstacles.
For properties outside of Germany, the contractual partner must provide written evidence that he is entitled to let the property.
The contractual partner declares its consent to the installation and operation of a Swobbee BSS by SWOBBEE in accordance with the provisions of this agreement.
The rental property is rented as seen and must be left in its original state after the contractual relationship has ended.
The contractual partner must be notified immediately of any damage to the rental property.
After the minimum rental period has expired, the rental relationship can be terminated by both parties giving six weeks‘ notice to the end of the contract. Otherwise the contractual relationship is extended by one year at a time. Such notice shall be submitted in writing.
Each party may terminate the contract with immediate effect for good cause or is entitled to withdraw from the contract. In particular, good cause shall be deemed to be,
(i) if insolvency proceedings are opened against the assets of a contracting party or the opening of such proceedings is rejected for lack of assets,
(ii) if the contractual partner or his agent violates essential contractual obligations,
(iii) fulfilment of the obligations arising from the contractual relationship or maintaining the contractual relationship with the other contracting party would constitute a violation of sanctions, embargoes, or a different violation of applicable law of the European Union, of an EU Member State, of Switzerland, of the United Nations, or of the USA.
Another good cause for SWOBBEE is that,
– if the 24/7 accessibility of the property is not guaranteed
– if the power supply is not guaranteed for more than three months
– if the utilisation of the Swobbee BSS is significantly below the average (from 20%)
– if the environment of the property changes significantly.
In the latter case, the contractual partner can avert termination by suggesting an appropriate replacement location.
SWOBBEE shall bear the installation costs for the Swobbee BSS as well as, in principle, the dismantling costs after termination of the contractual relationship.
The dismantling costs will be borne by the contractual partner if the rental relationship ends prematurely through the fault of the contractual partner.
SWOBBEE also bears the utility costs and in particular the electricity costs. The volume reading takes place via a calibrated meter internal to the Swobbee BSS. The meter shall be kept ready for operation for the entire term of the contract and shall be calibrated. If this is not the case, SWOBBEE is obliged to shut down the Swobbee BSS immediately. The utility costs shall be billed in accordance with actual consumption. According to the legal requirements, the contractual partner may not levy a flat-rate surcharge unless he is himself an electricity trader. Both parties are trying to enable the purchase of green electricity. The settlement of the utility costs by SWOBBEE takes place after a year within ten working days.
If there is no suitable grid connection, the contract partner agrees to the installation of a grid connection or metering point by SWOBBEE, which will commission a grid operator. The installation costs are to be borne by the contractual partner; the electricity costs shall be borne by SWOBBEE.
SWOBBEE is responsible for compliance with all legal requirements relating to the construction and operation of the Swobbee BSS, as well as for obtaining and maintaining the necessary permits and authorisations. SWOBBEE undertakes to take out the necessary insurance for Swobbee BSS and to provide evidence of this to the contractual partner. The amount of cover for business / professional liability insurance, including environmental liability insurance and eco-liability insurance, is fifteen million euros.
The Swobbee BSS shall be registered with the fire brigade by SWOBBEE.
The contractual partner shall keep the location publicly accessible to all SWOBBEE customers 24/7, provided that legal provisions and / or official requirements do not conflict with this.
For the purpose of setting up, commissioning and maintaining the Swobbee BSS, SWOBBEE is entitled to carry out work on the site and in its immediate vicinity in accordance with this agreement at its own expense.
The contractual partner is entitled at any time to carry out renovation and maintenance work on the property or to have it carried out by third parties and may enter the SWOBBEE site at any time for this purpose. In the event that the contractual partner plans construction or other measures of not only insignificant duration on the property which could impair the use of Swobbee BSS at the site, the contractual partner shall notify SWOBBEE thereof in due time and shall endeavour to minimise the impairment of SWOBBEE by the measures. The parties agree that SWOBBEE will not assert any claims, on whatever legal grounds, against the contracting partner as a result.
The guarantee of 24/7 accessibility and power supply to a Swobbee BSS by the contractual partner is an essential contractual obligation of the contractual partner.
The general duty of public safety, with the exception of the location for the Swobbee BSS, lies with the contractual partner.
SWOBBEE is solely responsible for the maintenance and servicing of the Swobbee BSS on site. SWOBBEE undertakes to ensure, to a reasonable extent, that the location and the facilities built by SWOBBEE show an appropriate and well-maintained appearance.
The contractual partner or a third party commissioned by it undertakes to regularly carry out a visual inspection of the Swobbee BSS. Should any damage, soiling or access barriers be noticed, SWOBBEE must be informed and notified immediately by telephone. The SWOBBEE service numbers are clearly visible on the Swobbee BSS.
The parties shall refrain from doing anything that is recognisable and foreseeable for the other party that could not only be negligibly detrimental to the sale of the other party’s products. Above all, SWOBBEE will not place any advertising for competing companies of the contractual partner at Swobbee BSS and vice versa.
SWOBBEE is entitled to only place company signs, neon advertising, display cases or the like on the machine itself, i.e. on the outer front of the Swobbee BSS. The legal regulations on external advertising on machines must be observed.
Advertising on the Swobbee BSS by the contractual partner or third parties is only permitted after a written agreement and for a fee.
In the event of a breach of the aforementioned obligations, the other party is to be requested to refrain from breaching the obligation by setting a reasonable deadline.
SWOBBEE is entitled to use the Swobbee BSS in words and pictures in its communication with participants and third parties. The contractual partner will issue SWOBBEE with a corresponding declaration of consent if necessary.
C. Final provisions
SWOBBEE has unlimited liability for intent and gross negligence within the legal framework.
For simple negligence, SWOBBEE is only liable – except in the case of injury to life, limb or health – if essential contractual obligations (cardinal obligations) have been violated by SWOBBEE. In this case, liability is limited to the foreseeable damage typical of such a contract.
Liability for indirect and unforeseeable damage, production and loss of use, loss of profits, loss of savings and financial losses due to claims of third parties, in the case of simple negligence – except in the case of injury to life, limb or health – are excluded.
Any other liability other than in this contract is excluded, regardless of the legal nature of the asserted claim. However, the above limitations or exclusions of liability do not count in case of the injury to life, limb or health and with a legally compelling prescribed liability independent of fault (e.g., according to the German Product Liability Act) or the liability from a guarantee independent of fault.
SWOBBEE processes personal data of the contractual partner, e.g. company, address, telephone number, email address and bank details, for the purpose of fulfilling the contract, processing payment transactions, enforcing contract fulfilment claims, claims management / debt collection and for fulfilling legal and contractual information, notification, information and retention obligations, as well as other obligations and rights. The legal basis for data processing is Article 6 (1)(1a, b, c and/or f) of the GDPR. Possible recipients of the personal data are courts, authorities, enforcement bodies or other judicial bodies and tax advisors.
SWOBBEE is entitled to use service providers by way of order processing, in particular for the provision, maintenance and care of IT systems. The processors are contractually obliged to guarantee a data security level that corresponds to the data security level guaranteed by SWOBBEE. Insofar as processors are based in countries outside the EU / EEA that do not guarantee a level of data protection that is considered appropriate in the EU / EEA, SWOBBEE has concluded corresponding contracts with them, or there are other guarantees that ensure that all necessary measures to protect the data are taken in accordance with the applicable requirements.
The personal data are stored for as long as necessary for the respective purposes, after which they are deleted.
The contractual partner has the right to information and correction of personal data at any time and, if the conditions are met, to their deletion, restriction or objection to their processing. If the processing is based on the consent of the contractual partner, the contractual partner has the right to revoke the consent at any time. SWOBBEE’s contact details for these purposes are:
Tel.: +49 30 639 287 250 Email: info@swobbee.com
The contractual partner also has the right to lodge a complaint with the supervisory authority for data protection.
Both parties shall have a zero-tolerance policy with regard to bribery, corruption, and money laundering. In conjunction with this contract, the parties shall comply with all applicable laws and regulations against corruption, bribery and money laundering. In this context, the parties warrant that they themselves, their legal representatives, their employees or a commissioned third party, in conjunction with the signing and execution of this contract, shall not undertake any actions, which in accordance with applicable law could be considered as unlawful practice, bribery or payment of a bribe, e.g. to public officials (hereinafter collectively referred to as „anti-corruption obligations“).
The Parties shall be obligated, (a) to inform the other contracting party, without delay, in writing and in detail of any violation of the anti-corruption obligations in the context of the contract, (b) to ensure compliance with the anti-corruption obligations and (c) in the event of a violation, to permit the other contracting party to have the relevant documents reviewed for a possible violation of the anti-corruption obligations, and have copies made of relevant documents that are associated with the anti-corruption obligations in conjunction with this contract by a person (e.g. an auditor) who is obligated to maintain professional secrecy. If the audit shows that the contracting party has violated the anti-corruption obligations, the contracting party that has violated said obligations shall bear the costs of the audit.
This contract will be subject to German law. As far as legally permissible, the place of jurisdiction is Berlin-Schöneberg.
Contracts concluded in writing with SWOBBEE can only be changed or supplemented by means of a written agreement. The waiver of the requirement of the written form can only be made in writing. Verbal agreements and changes to written contracts are only valid if they have been confirmed in writing.
Should a provision of this contract be or become invalid, the validity of the remaining provisions shall not be affected. Instead of the ineffective or impracticable provision, or to fill the gap, SWOBBEE and the contractual partner will agree on an appropriate regulation that comes as close as possible to what SWOBBEE and the contractual partner wanted or would have wanted according to the meaning and purpose of the contract, if they would have wanted conclusion of the contract or the later inclusion of a provision that would have considered the point.
Last updated: Berlin, 26.04.2021