SWOBBEE has the goal to provide green energy for everyone according to their needs. To achieve this goal, SWOBBEE offers a battery exchange system for a wide range of batteries and mobile applications. This includes a network of Swobbee Stations where the battery system can be exchanged for charged battery systems by SWOBBEE and other partners.
1. Validity of the general terms and conditions
The following terms and conditions are an integral part of all contracts concluded with Swobbee GmbH (hereinafter “SWOBBEE”). These General Terms and Conditions (GTC) shall apply exclusively. These General Terms and Conditions (GTC) shall apply exclusively. GTC of the other contractual partner (hereinafter referred to as “contractual partner”) are contradicted. They shall only apply as far as SWOBBEE expressly agrees to them.
2. Conclusion of contract, power of representation
Only the managing directors and the authorized signatories of SWOBBEE as well as persons who can present a written power of attorney signed by one of the aforementioned representatives are authorized to conclude contracts outside the business premises of SWOBBEE. The contractual partner is bound to an order (offer, purchase, or rental) for 30 days. A contract is concluded if SWOBBEE accepts the contract offer in writing or the delivery is made within the binding period.
3. Service phone and mail contact
SWOBBEE operates a service phone at +49 30 587 047 030. The current service number is located on the Swobbee Stations (battery changing/charging stations) and on the back of the RFID access cards. The mail contact is: service@swobbee.com
4. Cancellation
Either contracting party may terminate the contract without notice for good cause or is entitled to withdraw from the contract. Good cause shall be deemed in particular,
(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 contracting party or its agents violate essential contractual obligations; in particular, an improper or unlawful use of the subject matter of the contract or the violation of or failure to comply with any of the provisions in the respective contract; claims for compensation by the contracting party are excluded in such a case; the claim for compensation for damages incurred by SWOBBEE due to the violation remains unaffected,
(iii) if the fulfillment of obligations arising from the contractual relationship or the maintenance of the contractual relationship with the other contracting party would constitute a violation of sanctions, embargoes, or any other violation of applicable law of the European Union, an EU Member State, Switzerland, the United Nations or the USA. With regard to termination, see also section B. I. 3.
5. Invoicing
The invoice shall be issued electronically. Unless otherwise agreed, the invoice shall be sent by e-mail.
6. Payment modalities
Agreed prices are to be paid immediately on the due date without any discounts or deductions.
7. Delivery
If the agreed delivery time is exceeded by more than four weeks, the contractual partner may grant SWOBBEE a grace period of half of the agreed delivery time, but at least two weeks. If the delivery does not take place by the expiration of the grace period, the contractual partner may withdraw from the contract. However, the withdrawal shall be excluded if SWOBBEE is not responsible for the non-delivery or the delay of the delivery, e.g., if the delivery cannot be effected or can only be effected as expected due to force majeure, including war, pandemic, state of emergency due to terror and mobilization, or if the performance of SWOBBEE is delayed due to operational disturbances, strike and lockout. If such reasons exist, the agreed delivery date shall be postponed, and a delivery period shall be extended by the duration of the hindrance.
SWOBBEE is obliged to inform the contracting party immediately after becoming aware of such hindrances. The notification shall be made via email, to the email address through which the contract was concluded. If a performance disruption results in a deferred performance of more than four months, the contractual partner is entitled to withdraw from the contract with regard to the unfulfilled part after a reasonable period of grace, even if SWOBBEE is not responsible for non-performance or delay.
Other rights of withdrawal shall remain unaffected. If the delivery time is extended or if SWOBBEE is released from its obligation, the contractual partner cannot derive any claims for damages from this. If the subject matter of the contract is to be delivered to a place other than the agreed place of performance, the transport costs shall be borne by the contractual partner in the absence of any agreement to the contrary.
8. Details
Dimensions and weights stated in brochures or on our website are approximate, even if they have been included in the contract. Technical changes as well as changes in color or equipment details are possible. Such deviations from the prospectus or to the originally agreed execution do not entitle the contractual partner to withdraw from the contract or to reduce it, unless the subject matter of the contract changes fundamentally as a result.
SWOBBEE does not guarantee the (continued) existence of individual Swobbee Stations. SWOBBEE does not guarantee the (continued) existence of individual Swobbee Stations. The current locations of the Swobbee Stations are available on a map at: https://admin.swobbee.io/ All prices listed are net.
I. General provisions for rental agreements
1. Rental object
The rental object is provided to the contractual partner for use in accordance with its intended purpose. Use is only permitted by persons authorized by the contractual partner. SWOBBEE remains the sole owner of the rental object including accessories. The contractual partner may not pass on the rental object to unauthorized third parties, may not assign it or encumber it in rem, sell it or give it away. Any subletting to third parties requires a separate agreement. The contracting party has – unless otherwise agreed – no claim to the surrender of a specific copy of the rental object. SWOBBEE may, for any reason, replace the rental item with a similar and equivalent or better item, even in case of an existing contract.
2. Rent, price changes
The rental price is the consideration for the transfer of use of the rental object. Rent is payable in arrears for the period for which the rent is agreed, a monthly rent on the last calendar day of a month, a weekly rent on the last day of the rental period for a week. If the rent is not paid on the fixed date, the contracting party will be in default. If direct debit has been agreed upon, default shall also apply if the direct debit attempt on the part of SWOBBEE fails at the due date. The contracting party and SWOBBEE may demand a corresponding change of the rent,
a) if the purchase prices, material costs or other expenses of SWOBBEE in connection with the fulfillment of the respective order change after the conclusion of the contract, provided that there are more than four months between the conclusion of the contract and the agreed delivery date,
b) in the event of a change in the sales or insurance tax rate or the introduction of new levies for the rents affected thereby.
c) if the customer’s return rate due to improper use exceeds 50% of the usual return rate, Swobbee is entitled to adjust the rental price accordingly. Unless otherwise agreed, the fee shall be charged to the Contractual Partner on a monthly basis and collected by SWOBBEE via SEPA direct debit.
3. Cancellation
Good cause for termination by SWOBBEE also includes,
(i) if the financial position of the contracting party deteriorates or threatens to deteriorate significantly,
(ii) if the contracting party is in arrears with the payment of the rental installments or a not insignificant part of the rental installments for two consecutive dates or is in arrears with the payment of the rental installments in an amount that reaches the rental installments for two months in a period that extends over more than two payment dates.
(iii) in the event of permanent damage or incorrect use of the rented item.
(iv.) if SWOBBEE cannot guarantee the provision of sufficient replacement rental items due to external circumstances, for example due to the discontinuation of production of the respective model. Mandatory other statutory rights of termination shall likewise remain unaffected. After the end of the contract period, the contractual partner shall return the rental object as well as any documents and accessories related thereto to SWOBBEE clean and in a proper condition without delay. Should the rental object not be returned in a proper condition, SWOBBEE may charge a fee for cleaning or repair or maintenance. In case of economic total loss of the rental item, SWOBBEE may charge a fee for replacement and disposal (external provable costs plus 10% handling fee,). SWOBBEE will inform the contract partner about this and about the costs. Unless otherwise agreed, the return shall take place at SWOBBEE’s place of business, currently Johann-Hittorf-Straße 8 in 12489 Berlin, in consultation with SWOBBEE. If the return is not made in time, SWOBBEE may charge a flat fee of two times the rent for the period that the contracting party is in default with the return. In the event of termination without notice, SWOBBEE shall be entitled, except in the case of termination pursuant to previous clause iv), to claim from SWOBBEE the outstanding rents for the total rental period, discounted at 3-month EURIBOR plus 1%, plus any early termination damages, as damages for non-performance. The amounts shall become due and payable immediately.
4. Duties of care, liability of the contractual partner
The contractual partner undertakes to take special care in handling the rental object. This includes the exclusive use for the intended purpose and the proper storage. For this purpose, SWOBBEE will provide appropriate maintenance instructions, documents and/or an operating manual as well as, if necessary, instructions for the proper use of the subject matter of the contract, which must be confirmed in writing by the contractual partner. For this purpose, SWOBBEE shall operate a service telephone and a mail contact in accordance with clause A. 3. The contractual partner shall protect the rental object from impairment and shall not expose it to any danger and shall ensure that no danger emanates from the rental object and its use. No technical or other changes may be made to the rental object. Optical changes to the rental object, e.B. adhesives, are only permitted with the prior approval of SWOBBEE.
The respective rental object is to be stored and electrically charged exclusively in the form as shown in the operating manual or otherwise communicated to the contractual partner. Storage locations beyond this must be notified to SWOBBEE in text form and approved prior to storage. The contractual partner is liable for all damages caused by the fact that the rental object is destroyed, damaged, changed, soiled, improperly stored, or loaded or stolen or otherwise lost before it is returned to SWOBBEE. In particular, the contractual partner shall be liable for damages caused by improper and unlawful handling of the rental object. The contractual partner is then not liable as far as he is not responsible for the damage, and he proves this to SWOBBEE. SWOBBEE reserves the right to charge the damage plus a handling fee of 10%.
If an RFID access card is lost, it must be blocked by SWOBBEE and a new one activated. A processing fee of € 25.00 will be charged for this. As far as third parties assert claims against SWOBBEE due to improper use of the rented item or a hazard emanating from it as a result thereof, the contractual partner hereby indemnifies SWOBBEE upon first request as far as the use in question or the hazard in question occurred prior to the return to SWOBBEE. The contracting party shall bear the costs for the defense against claims of SWOBBEE by third parties, which have not been caused by SWOBBEE and have not been paid by third parties. The contracting party assigns to SWOBBEE any claims the contracting party may have against third parties due to damage or other impairment of the rental object. Irrespective of this, the contracting party shall be jointly and severally liable in any case. The contractual partner is obliged to inspect the rental object for obvious damages or defects before each use and to check the functionality without delay. Furthermore, the contractual partner is obliged to immediately report losses, damages, and malfunctions of the rental object as well as asserted claims of third parties on the rental object to SWOBBEE in text form or by telephone to the service number (cf. clause A. 3.). After an accident, theft, fire, vandalism, damage caused by game or any other case of damage caused by third parties, the contracting party shall additionally immediately notify the police and SWOBBEE in accordance with clause A. 3. See also supplementary item B. III. 2.
5. Customer feedback
The contractual partner regularly undertakes to provide customer feedback on the subject matter of the contract upon SWOBBEE’s request. SWOBBEE will provide evaluation forms or access to an online survey for this purpose.
6. Warranty
SWOBBEE is obliged to hand over the rental object in a condition suitable for use. If defects occur subsequently, these must be reported to SWOBBEE by the contractual partner without delay. SWOBBEE is obliged to remedy the defect as soon as possible or to provide another rental object of at least equal value, at its discretion. SWOBBEE shall bear all expenses necessary to remedy the defect, but not such additional costs that arise due to the fact that the rental object has been moved to a place other than the place of performance, as well as in case of improper and unlawful use. A strict liability of SWOBBEE for damages for defects existing at the time of handing over the rental object (§ 536a BGB) is excluded.
II. Special Provisions for Battery Rental Agreements -Battery as a Service (“BaaS”)
1. Subject matter of the contract and liability
The operating manual defines the intended use, in particular the technical specifications and limitations of the rental object, as well as the requirements for proper storage. The contractual partner is liable in the amount of a deductible of 150 EUR plus handling fee per insured event for all damages caused by the fact that the subject matter of the contract or an access card is destroyed, damaged, changed or stolen or otherwise lost before being returned to SWOBBEE. In particular, the contractual partner is liable for damages caused by unlawful or improper handling of the subject matter of the contract. The amount of the deductible can be reduced to 0.00 € by paying an additional amount of 10.00 € per month. Damages include exemplary – not exhaustive – the following circumstances: – Dropping the battery – Deep discharge of the battery – Charging the battery with an incorrect charger – Own repair or opening of the battery – Failure to report a fault on the battery
2. Term of lease, termination
The rental period results from the offer. Notice of termination must be given in writing with three months’ notice to the end of the contract. Ordinary termination before the end of the contract period is excluded. In the event of non-termination, the contract shall be automatically renewed on a revolving basis for the same period as the first rental period. 3. Charging and replacement of batteries
a) Kompatible Akkus mit der Swobbee Station Die Kompatibilität der Akkus ergibt sich aus dem Angebot. During the term of the contract, the compatibility of the batteries can be extended by an addendum to the offer. Rental batteries compatible with Swobbee Station are to be treated as follows: Swobbee stations are the exclusive storage and charging point of these batteries, unless, in exceptional cases, agreed otherwise in writing, such as in a rental charger from SWOBBEE. The contract partner acknowledges that the availability of fully charged rental batteries depends on the frequency of use of the Swobbee stations. SWOBBEE does not guarantee the availability of fully charged rental batteries at the Swobbee stations at any time but will endeavor to always provide the batteries in a state of charge of at least 75%. The access authorization to the Swobbee stations takes place by means of an app or RFID access card, which is coded to the authorized contractual partner or its authorized persons and is handed over to the contractual partner at the beginning of the contract term. With the access card, the contractual partner can open the Swobbee Station and charge empty rental batteries or, depending on their availability, exchange them for charged rental batteries. Additional RFID access cards or app access cards can be issued for an additional fee of €10.00. Several access cards or app accesses can be issued for the contract partner or its authorized persons. The contract partner is fully responsible for the behavior of these users as well as for its own behavior. If the contracting party has the possibility to create its own app accesses through an administrator account, it shall also be responsible and liable for these app accesses. As soon as a Swobbee Station is established within a radius of 3 km from the Contractual Partner’s contractual address, a charger rented from SWOBBEE shall be handed over to SWOBBEE immediately and charging shall be carried out via the Swobbee Station. The tariff will be adjusted automatically, without further notice. The subject of the contractual relationship between SWOBBEE and the Contractual Partner is access to, and use of the rental batteries distributed in the Swobbee stations for a fee. SWOBBEE does not guarantee the (continued) existence of individual Swobbee Stations. The current locations of the Swobbee Stations are available on a map at: https://admin.swobbee.io/
b) Other rental batteries All rechargeable batteries not expressly listed under item 3a are considered other rental rechargeable batteries. Other rental batteries are to be charged exclusively via the rental chargers provided by SWOBBEE for this purpose – unless otherwise agreed in writing in exceptional cases. SWOBBEE reserves the right to make the Swobbee stations compatible for other rental batteries. If the contractual partner rents another rental battery whose compatibility with the Swobbee stations has changed, SWOBBEE will inform the contractual partner. Thereafter, the provisions of clause 3a shall automatically apply to these rental batteries. The rates valid for the use of the Swobbee Stations shall automatically apply until the corresponding usage volume is exceeded, at which point the Basic rate shall automatically apply.
III. Special Provisions for Other Rental Agreements – SWOBBEE Rental Equipment
1. Subject of the contract
SWOBBEE rents out other rental equipment, such as (motorized) vehicles, e-bikes (hereinafter referred to only as “Vehicles”) or also battery chargers. The subject of the contractual relationship between SWOBBEE and the contractual partner is this rental equipment.
2. Duties of care of the contractual partner
The contractual partner is liable in the amount of an excess of € 350.00 for all damages caused by the fact that the subject matter of the contract is destroyed, damaged, changed or stolen or otherwise lost before it is returned to SWOBBEE, unless otherwise agreed. In particular, the contractual partner is liable for damages caused by improper or unlawful handling of the subject matter of the contract. The Contractual Partner shall secure the subject matter of the contract against theft or unauthorized use when it is parked. In the case of a vehicle, the contract partner must always activate the steering wheel lock. The contractual partner must ensure the necessary maintenance, care, and repair work on the subject matter of the contract and bear the costs for this within the scope of its own contribution. Damage caused by the contractual partner must be repaired within the scope of his own contribution and within the rental period. Excluded from this are normal wear and tear and signs of use such as light (not deep) scratches not larger than a check card or minimal dents of up to 2 cm in diameter.
3. Transportation
Delivery and return of the subject matter of the contract as well as any other documents and accessories shall take place at the place of business of SWOBBEE, currently Johann-Hittorf-Straße 8 in 12489 Berlin. The organization and execution of the transport to the contractual partner and the return transport to SWOBBEE are the responsibility of the contractual partner. The contracting party shall bear the costs in this respect. However, SWOBBEE shall bear the costs of the return transport in case of a premature termination by SWOBBEE, unless SWOBBEE also terminates for good cause. If SWOBBEE bears the return transport costs, the return transport shall, at SWOBBEE’s option, be either (i) by the Contractual Partner in coordination with SWOBBEE or (ii) organized by SWOBBEE itself.
4. Other agreements
Unless otherwise agreed, the contractual partner undertakes to regularly change or charge the supplied battery for each contractual item at a Swobbee station or in the rental charger of SWOBBEE.
1. Purchase price payment
In the absence of a special agreement, 50% of the purchase price shall be paid when the order is placed and 50% when the goods are handed over. If the handover is preceded by a notification of readiness, the remaining purchase price shall be due no later than eight days after its receipt by the contracting party, even if the handover has not taken place by then. If payment in instalments has been agreed, the entire outstanding balance shall become due at once if the contracting party is more than 14 days in arrears with the payment of one or more instalments. If the contracting party is already in default with a payment by more than 14 days, SWOBBEE may set a grace period of 14 days. If all due claims of SWOBBEE have not been fulfilled by the end of this period, SWOBBEE may withdraw from the contract. The right to claim damages remains unaffected.
2. Purchase price and price changes
The purchase price is the consideration for the transfer of ownership. SWOBBEE may request a corresponding change in the purchase price,
a) if the purchase prices, material costs or other expenses of SWOBBEE in connection with the fulfillment of the respective order change after the conclusion of the contract, provided that there are more than four months between the conclusion of the contract and the agreed delivery date,
b) in the event of a change in the sales or insurance tax rate or the introduction of new levies for the rents affected thereby.
Retention of title Until full payment of the purchase price including all ancillary costs, the subject matter of the contract remains the sole property of SWOBBEE. The contracting party may not dispose of it without SWOBBEE’s prior consent, i.e., neither sell, pledge nor assign the subject matter of the contract by way of security. If the contracting party itself is a merchant who has recognizably purchased the subject matter of the contract for the purpose of resale, resale shall be permitted in the ordinary course of business until revoked. The subject matter of the contract may not be used by the contractual partner as collateral for a loan if it has not been paid for in full. If the contractual partner sells a contractual item still subject to retention of title, he already now assigns his claim against the purchaser to SWOBBEE in the amount still owed to SWOBBEE. SWOBBEE is entitled to disclose the assignment. Should a third party access an object still belonging to SWOBBEE at the Contractual Partner, seize or take it, the Contractual Partner shall immediately notify SWOBBEE thereof. Intervention costs shall be borne by the contractual partner.
3. Warranty
Warranty claims of a contractual partner who is a merchant shall become statute-barred one year after handover of the subject matter of the contract. If the contractual partner is a merchant, he must inspect the subject matter of the contract immediately upon receipt and give notice of defects without delay to preserve the warranty rights. Otherwise, the subject matter of the contract shall be deemed approved. If defects appear later, they must be reported immediately after discovery. If defects are present, the contracting party shall give SWOBBEE the opportunity to remedy the defects or – at SWOBBEE’s option – to deliver a defect-free item. If a first attempt at subsequent performance fails, SWOBBEE shall be given the opportunity to make a second attempt at subsequent performance. If the subsequent performance is still unsuccessful, the contracting party may, at its option, demand a reduction of the purchase price or withdraw from the contract. SWOBBEE shall bear all expenses necessary to remedy the defect, but not such additional costs that arise since the subject matter of the contract has been moved to a place other than the place of performance. The contractual partner shall not be entitled to any further claims than the rights described above.
4. Liquidated damages
If SWOBBEE is entitled to claim damages against the contractual partner due to a breach of duty for which the contractual partner is responsible, SWOBBEE shall be entitled, but not obliged, to demand 10% of the agreed total purchase price as lump-sum damages. The contracting party shall have the possibility to prove that SWOBBEE has not incurred any damage or that the damage is significantly lower.
1. Liability
SWOBBEE is liable without limitation within the legal framework for intent and gross negligence. SWOBBEE is only liable for simple negligence – except in the case of injury to life, body, or health – if essential contractual obligations (cardinal obligations) of SWOBBEE have been violated. The liability is limited to the contract-typical and foreseeable damage. SWOBBEE’s liability for indirect and unforeseeable damages, including so-called consequential damages, loss of production and use, loss of profit, loss of savings and financial losses due to third party claims, is excluded in the case of simple negligence – except in the case of injury to life, body, or health. Any further liability of SWOBBEE than provided for in this contract is excluded – regardless of the legal nature of the asserted claim. However, the above limitations or exclusions of liability shall not apply in the event of injury to life, limb, or health and in the event of mandatory strict liability (e.g., under the Product Liability Act) or liability under a strict warranty.
2. Privacy
SWOBBEE processes personal data of the contractual partner, e.g. company, address, telephone number, e-mail address and bank details, for the purpose of fulfilling the contract, processing payment transactions, enforcing contract performance claims, receivables management / debt collection and for the fulfillment of legal and contractual obligations to provide information, notification, information and storage obligations, as well as other obligations and rights. The legal basis for data processing is Art. 6 para. 1 sentence 1 lit. a, b c and/or lit. f DSGVO. Possible recipients of the personal data are: Courts, authorities, enforcement bodies or other bodies of the administration of justice and tax advisors. SWOBBEE is entitled to use service providers by way of contract processing, for the provision, maintenance and servicing of IT systems. The commissioned processors are contractually obligated to guarantee a level of data security that corresponds to the level of data security guaranteed by SWOBBEE. To the extent that Processors are located in countries outside the EU/EEA that do not ensure a level of data protection that is considered adequate in the EU/EEA, SWOBBEE has entered into appropriate contracts with them or other safeguards are in place to ensure that all necessary measures are taken to protect the data in accordance with the applicable requirements. The personal data will be stored as long as necessary for the respective purposes, after which they will be deleted. Contractual Partner shall have the right to information and correction of the personal data at any time, as well as to their deletion, restriction, or objection to their processing if the prerequisites are met. 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. The contact details of SWOBBEE for these purposes are:
Phone: +49-30-639 287 250 E-mail: info@swobbee.com The Contractual Partner shall also have the right to lodge a complaint with the supervisory authority for data protection.
3. Anti-corruption commitment
Both parties have a zero-tolerance policy with regard to bribery, corruption and money laundering. The parties shall comply with all laws and regulations against corruption, bribery, and money laundering applicable to them in connection with this contract. In this context, they warrant that they themselves, their legal representatives, their employees or an appointed third party will not take any actions in connection with the conclusion and performance of this Agreement that could be considered an unlawful practice, bribe or kickback under applicable law, e.g. to public officials (hereinafter collectively “Anti-Corruption Commitments”). The Parties are obliged (a) to notify the other Party in detail without undue delay in writing of any breach of the Anti-Corruption Obligations under the Agreement, (b) to ensure compliance with the Anti-Corruption Obligations and (c) in the event of a breach of the Anti-Corruption Obligations, to allow the other Party to have relevant documents related to this Agreement and the Anti-Corruption Obligations reviewed for a possible breach of the Anti-Corruption Obligations by a person bound to professional secrecy and appointed by it (e.g. auditor) and to have copies thereof made. (e.g., auditor) for a possible violation of the anti-corruption obligations and to have copies made thereof. If the audit reveals that the Contractual Partner has violated the anti-corruption obligations, the Contractual Partner shall bear the costs of the audit.
4. Place of performance
Place of performance is Berlin.
5. Law and jurisdiction
German law shall apply. The place of jurisdiction is, as far as legally permissible, Berlin, Germany.
6. Written form
Contracts concluded with SWOBBEE in writing can only be amended or supplemented by a written agreement. The waiver of the written form requirement can also only be made in writing. Verbal agreements and amendments to contracts concluded in writing shall only apply if they are confirmed in writing.
7. Severability clause
If a provision of the contract is or becomes invalid, this shall not affect the validity of the contract. In place of the invalid or unenforceable provision, or to fill the gap, SWOBBEE and the other party shall agree on an appropriate provision that comes as close as possible to what SWOBBEE and the other party intended or would have intended according to the sense and purpose of the contract, if they had considered the point when concluding the contract or when including a provision later.
Status: Berlin, 13.01.2023
