GENERAL TERMS AND CONDITIONS

Preamble

SWOBBEE aims to make green energy available to everyone as needed. To achieve this goal, SWOBBEE offers a variably usable battery system for a wide range of mobile applications. This includes a network of Swobbee stations where the battery system can be replaced by SWOBBEE and other partners with charged battery systems.

A. General regulations

 1. Applicability of the General Terms and Conditions

The following terms and conditions are part of all contracts concluded with GreenPack mobile energy solutions GmbH or in the future with Swobbee GmbH (hereinafter “SWOBBEE”).

Only these General Terms and Conditions (GTC) apply. Terms and conditions of the other contractual partner (hereinafter “Contractual Partner”) are contradicted. They shall only apply to the extent that SWOBBEE expressly agrees to them.

  1. Conclusion of contract, power of representation

Only the managing director and the authorized representatives of SWOBBEE as well as persons who have a written power of completion signed by one of the aforementioned representatives are authorised to enter into a contract outside swOBBEE’s premises.

The contractual partner is bound to an order (offer purchase or rent) for 30 days. A contract shall be concluded if SWOBBEE accepts the contract offer in writing or if the delivery takes place within the binding period.

  1. Service phone and mail contact

SWOBBEE operates a service telephone number +49-30-639 287 252. The current service number is located on the Swobbee stations (battery change/charging stations) and on the back of the RFID access cards. The mail contact is: service@swobbee.com

  1. Termination

For good reason, each Party may terminate the contract without notice or is entitled to withdraw from the contract. An important reason is in particular:

(i)         where insolvency proceedings are opened on the assets of a Contracting Party or the opening of such proceedings is refused for lack of a mass;

(ii)    if the contractual partner or its agent violates essential contractual obligations; in particular, improper or unlawful use of the subject-matter of the contract or the infringements of or non-performance of the provisions in the respective contract; Compensation claims of the contractual partner are excluded in such a case; the claim for compensation for the damage caused to SWOBBEE as a result of the injury remains unaffected,

(iii)     where the performance of obligations arising from the contractual relationship or the maintenance of the contractual relationship with the other 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 United States.

See also clause B. I. 3 with regard to the   termination.

  1. Invoicing

Invoicing is done electronically. Unless otherwise agreed, the invoice will be sent by e-mail. The contractual partner may object to the sending of invoices in electronic form at any time. In this case, SWOBBEE will submit the invoice in paper form to the contractual partner. In this case, the contracting party shall bear the additional costs for sending the invoice in paper form and the postage for this purpose.

  1. Payment

Agreed prices must be paid immediately at the time of due date without discount and deductions.

Unless otherwise agreed, 50% of the invoice amount must be paid at the time of placing the order and 50% on handover.

  1. Delivery

If the agreed delivery time is exceeded by more than four weeks, the contractual partner can set SWOBBEE a grace period that is half the agreed delivery time, but at least two weeks. If the delivery does not take place until the expiry of the grace period, the contractual partner may withdraw. However, withdrawal is excluded if SWOBBEE is not responsible for the absence of delivery, for example if the delivery cannot take place due to force majeure, including war, state of emergency due to terror and mobilization, or if SWOBBEE’s performance is delayed due to operational disruptions, strikes and lockouts. If such reasons arise, the agreed delivery date is postponed and a delivery period is extended by the duration of the hindrance. SWOBBEE is obliged to inform the contractual partner immediately after becoming aware of such obstacles. The information shall be provided in writing.

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 remain unaffected.

If the delivery time is extended or if the seller is released from his obligation, the buyer cannot derive any claims for damages from this.

If the object 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 an agreement to the contrary.

  1. Information

Dimensions and weights indicated in brochures or on our website are approximate, even if they have been incorporated into the contract. Technical changes as well as colour or equipment detail changes 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 assumes no liability for the (continued) stock of individual Swobbee stations. The current locations of the Swobbee stations are available on a map at: https://swobbee.io/

All prices listed are shown in net.

B. Supplementary arrangements for leases

 I. General provisions for leases

  1. Rental object

The contractual partner is given the rental object for use as intended. Use is only permitted by persons authorized by the contractual partner.

SWOBBEE remains the sole owner of the rental item including accessories. The contractual partner may not pass on the rental item to unauthorized third parties, transfer it or charge, sell or give away in rem. A re-letting to third parties requires a separate agreement.  

Unless otherwise agreed, the contractual partner is not entitled to the release of a particular copy of the rental item. SWOBBEE may also exchange the rental object with a similar and equivalent or better other object, even under the existing contract.

  1. Rent, price changes

The rental price is the consideration for the use of the rental object.

The rent must be paid in advance for the period for which the rental is agreed, a monthly rent on the first calendar day of a month in advance, a weekly rent on the first day of the rental period for one week.

If the rent is not paid on the specified date, the contractual partner is in default. If a direct debit has been agreed and the rent is only collected after the due date, the contractual partner will only be in default if the direct debit is not or cannot be redeemed. Contractors and SWOBBEE may request a corresponding change in the rent,

(a) if prices 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 rate of turnover or insurance or the introduction of new levies on the rents concerned.

Unless otherwise agreed, the fee will be charged to the contractual partner on a monthly basis and collected by SWOBBEE using SEPA direct debit.

  1. Termination

An important reason for termination by SWOBBEE is also:

(i)         if the contractual partner’s assets deteriorate or threaten to deteriorate significantly;

(ii)    if the Contracting Party is in arrears with the payment of the rental rates or a non-significant part of the rental rates for two consecutive dates or in a period that extends over more than two payment dates, with the payment of the rental rates in the amount of an amount that reaches the rental rates for two months.

Mandatory other statutory termination rights also remain unaffected.

After the end of the term of the contract, the contractual partner returns the rental object as well as any related documents and accessories to SWOBBEE cleanly and in a proper condition. If the rental item is not returned properly, SWOBBEE may charge a fee for cleaning or repairing or repairing it. In the event of total economic damage to the rental item, SWOBBEE may charge a fee for disposal. SWOBBEE will inform the contractual partner in advance of this and of the costs.

Unless otherwise agreed, the return takes place at the registered office of SWOBBEE, currently at Johann-Hittorf-Straße 8 in 12489 Berlin, in consultation with SWOBBEE.

If the return is not made in due time, SWOBBEE may charge a flat-rate fee equal to twice the monthly rent for the period that the contractual partner is in arrears with the return.

In the event of termination without notice, SWOBBEE is entitled to claim the rents outstanding for the entire rental period, discounted with the refinancing interest of SWOBBEE plus any prepayment damage incurred by SWOBBEE as compensation for non-performance. The amounts become due immediately and payable.

  1. Duty of care, liability of the contractual partner

The contractual partner undertakes special care in the handling of the rental object. This includes the exclusive use for the intended use and proper storage. SWOBBEE will provide appropriate maintenance regulations and documents or an operating manual for this purpose, as well as, if necessary, provide instructions for the proper use of the object of the contract, which must be confirmed in writing by the contractual partner. SWOBBEE operates a service telephone and an e-mail contact in accordance with clause A. 3. The contractual partner will protect the rental object from impairment and will not expose it to any danger and ensure that the rental object and its use do not pose any danger.

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 GreenPack battery may only be stored in a Swobbee station or the intended application (vehicle/machine). In addition, storage locations must be notified to SWOBBEE in text form and approved before storage. Furthermore, the GreenPack battery may only be electrically charged in a Swobbee station or other charging options, such as a rental charger from SWOBBEE, must be discussed with SWOBBEE.

The contractual partner is liable for all damages that arise from the fact that the rental object is destroyed, damaged, altered, dirty or stolen or otherwise lost before returning to SWOBBEE. In particular, the contractual partner is liable for damages resulting from improper and unlawful treatment of the rental object. The contractual partner shall not be liable if he is not responsible for the damage and he proves this to SWOBBEE.

If an RFID access card is lost, SWOBBEE must block it and activate a new one. For this, 20,00 € can be charged.

Insofar as third parties assert claims against SWOBBEE due to improper use of the rental object or a hazard arising from it, the contractual partner hereby insofarasreleases SWOBBEE at first request, insofar as the use or risk in question lies before the return to SWOBBEE.

The contractual partner bears the costs for the defense of the access of third parties, which are not caused by SWOBBEE and have not been paid by third parties.

He assigns claims to SWOBBEE that the contractual partner is entitled to against third parties due to damage or other impairment of the rental object. Irrespective of this, the contractual partner shall in any case be jointly and severally liable on its own.

The contractual partner is obliged to inspect the rental item for obvious damage or defects before each use. The contractual partner is also obliged to report losses, damages and disturbances to the rental object as well as asserted claims of third parties to the rental object to SWOBBEE immediately in text form or by telephone to the service number (see clause A. 3.).

After an accident, theft, fire, vandalism or damage to the game, the contractual partner must also immediately notify the police and SWOBBEE in accordance with clause A. 3.

See also paragraph B. III. 2.

                   

  1. Customer feedback

The contractual partner undertakes regularly, i.e. at least once a year, to provide a customer feedback on the subject matter of the contract to SWOBBEE. SWOBBEE will regularly provide evaluation sheets or access to an online survey.

  1. Ensure

SWOBBEE is obliged to hand over the rental item in a suitable condition for use. If defects occur, these must be reported by the contractual partner. SWOBBEE is obliged at its option to remedy the defect or to provide another rental item of at least equivalent value.

SWOBBEE shall bear all expenses necessary for the rectification of defects, but not any additional costs arising from the fact that the rental item has been moved to a place other than the place of performance, as well as in the event of improper and unlawful use.

SWOBBEE is not liable for damages for defects (Section 536a of the German Civil Code) in the event of the rental object being transferred.

Ⅱ. Special provisions for leases – GreenPack Batteries – Battery as a Service (“BaaS”)

  1.  Subject matter and liability

The object of the contractual relationship between SWOBBEE and the contractual partner is access to and use of the GreenPack batteries distributed in the Swobbee stations for a fee.

The operating manual defines the intended use, in particular the technical specifications and restrictions of the rental object, as well as the requirements for proper storage.

The contractual partner is liable in the amount of a excess of 350.00 € for all damages that arise from the destruction, damage, altered or stolen before the return to SWOBBEE or otherwise lost. In particular, the contractual partner is liable for damages resulting from unlawful or improper handling of the subject matter of the contract. The amount of the deductible can be reduced to €0.00 per month if you pay an additional amount of €10.00.

  1. Term of rental, termination

The rental period is at least 24 months. The termination must be made in writing with a period of three months at the end of the contract. A regular termination before the end of the contract period is excluded. In the event of non-cancellation, the contract shall be extended tacitly for a further twelve months.

 

  1. Access to the rental property

Charging or replacing them with charged GreenPack batteries is carried out at the Swobbee stations. The Swobbee stations are the exclusive storage and charging point of the GreenPack batteries, if not in exceptional cases in writing, otherwise agreed, such as in a rental charger from SWOBBEE.

The contractual partner acknowledges that the availability of fully charged GreenPack batteries depends on the frequency of use of the Swobbee stations. SWOBBEE does not guarantee the availability of fully charged GreenPack batteries at the Swobbee stations at any time, but endeavours to provide the batteries in a charge able to provide them in a charge state of at least 75%.

Access to the Swobbee stations is via an app or RFID access card, which is encoded on the authorized contractual partner or his authorized persons and is handed over to the authorized party at the beginning of the contract period. With the access card, the contracting party can open the Swobbee station and charge empty GreenPack batteries or, depending on their availability, exchange them for charged GreenPack batteries. Additional RFID access cards can be issued for an additional fee of €10.00.

Several access cards can be issued for the contractual partner or his authorized persons. The contractual partner is fully committed to the conduct of these users as well as to his own conduct.

  1. Rental rate and automatic adjustment

The respective tariff includes a flat rate a certain number of uses of the infrastructure and loads per week or month. If the frequency of use of the chosen tariff is exceeded in one month, the next higher fare than agreed shall automatically apply for that month. For the next month, the original tariff will automatically apply again, provided that the frequency of use corresponds to the agreed tariff.

As soon as a Swobbee station is set up within 3 km of the contract address, a charger rented by SWOBBEE must be released to SWOBBEE immediately. The fare is automatically adjusted without further notice.

 

Iii. Special provisions on leaseagreements – SWOBBEE rental equipment

  1. Subject matter

The object of the contractual relationship between SWOBBEE and the contractual partner is the use of an application operated with the GreenPack battery for a fee.

  1. Duty of care of the contractual partner

Applications may only be operated with original GreenPack batteries.

The contractual partner is liable in the amount of a deductible of 350.00 € for all damages resulting from the destruction, damage, altered or stolen before the return to SWOBBEE or otherwise lost. In particular, the contractual partner is liable for damages resulting from improper or unlawful handling of the subject matter of the contract. The amount of the deductible can be reduced to     €0.00 per month if you pay an additional amount   of €10.00.

The contractual partner must secure the object of the contract against theft or unauthorized use when he is turned away. In the case of a scooter, the contractual partner must always activate the steering wheel lock.

The contractual partner must take care of the necessary maintenance, maintenance and repair work on the subject of the contract and bear the costs for this within the scope of his own contribution. Damages caused by the contractual partner must be repaired within the scope of his own contribution and within the rental period. Excluded are ordinary wear and signs of use such as .B. light (not deep) scratches that are no larger than a check card or minimal bumps up to 2 cm in diameter.

 

  1. Transport

The issue and return of the subject matter of the contract as well as any other documents and accessories take place at the headquarters 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 is the contractual partner’s. The contractual partner shall bear the costs. However, SWOBBEE bears the costs of the return transport in the event of early termination by SWOBBEE, unless SWOBBEE also terminates for important reasons. If SWOBBEE bears the return transport costs, the return transport will be carried out at SWOBBEE’s choice, either

 (i) by the Contractual Partner in coordination with SWOBBEE or

 (ii) organized by SWOBBEE itself.

  1. Other agreements

Unless otherwise agreed, the contractual partner undertakes to change the supplied GreenPack battery at a Swobbee station or in the rental charger of SWOBBEE on a regular basis.

The subject matter of the contract can be used as advertising space. Upon return, the subject matter of the contract must be restored to its original condition. The costs for this shall be borne by the contractual partner.

  C. Supplementary rulesn for sales contracts

  1. Purchase price payment

In the absence of a special agreement, 50% of the purchase price must be paid at the time of placing the order and 50% on handover. If the handover is preceded by a delivery notice, the remaining purchase price shall be due no later than eight days after receipt by the contractual partner, even if the handover has not been made by then.

If a payment is agreed in partial amounts, the entire remaining remaining balance becomes due at once if the contractual partner is in arrears with the payment of one or more partial amounts by more than 14 days. If the contractual partner is already in arrears with a payment of more than 14 days, SWOBBEE may set a grace period of 14 days. If SWOBBEE does not meet all due claims by SWOBBEE until the expiry of the contract, SWOBBEE may withdraw from the contract. The right to claim damages remains unaffected.

  1. Ownership

Until full payment of the purchase price, including all incidental costs, the subject matter of the contract remains the sole property of SWOBBEE. The contractual partner may not dispose of it without the prior consent of SWOBBEE, i.e. neither sell, pledge or transfer the object of the contract for security.

If the contractual partner himself is a merchant who has purchased the object of the contract recognizably for the purpose of resale, the resale is permitted until revocation in the ordinary course of business. The subject matter of the contract may not be used by the contractual partner as credit security as long as it is not fully paid.

If the contractual partner sells a subject-matter of the contract that is still subject to retention of title, he assigns his claim against the purchaser in the amount of the amount still owed to SWOBBEE to SWOBBEE. SWOBBEE is entitled to disclose the assignment. Should a third party access a SWOBBEE item that still belongs to the contractual partner, in particular to seize it or take it, the contractual partner must notify SWOBBEE immediately. Intervention costs shall be borne by the contracting party.

  1. Ensure

Warranty claims of a contractual partner who is a merchant shall become time-barred one year after the handover of the object of the contract.

If the contractual partner is a merchant, he must examine the subject matter of the contract immediately upon receipt and report defects immediately in order to obtain the warranty rights. Otherwise, the subject matter of the contract shall be deemed to have been approved. If defects become apparent later, these must be reported immediately after discovery.

If there are defects, the contractual partner must give SWOBBEE the opportunity to remedy the defects or – at SWOBBEE’s choice – to deliver a defect-free item. If a first subsequent performance attempt fails, SWOBBEE shall be given the opportunity to make a second subsequent performance attempt. If the subsequent performance does not succeed even then, the contractual partner may, at his option, demand a reduction in the purchase price or withdraw from the contract.

SWOBBEE shall bear all expenses necessary for the rectification of defects, but not any additional costs arising from the fact that the subject-matter of the contract has been moved to a place other than the place of performance.

The contractual partner is not entitled to any further claims than the rights described above.

  1. Flat-rate damages

If SWOBBEE is entitled to compensation against the contractual partner for a breach of duty for which it is responsible, SWOBBEE is entitled, but not obliged, to claim 10% of the agreed total purchase price as lump sum damages. The contractual partner remains to prove that SWOBBEE has suffered no or significantly less damage.

  D. Final rules

  1. Liability

SWOBBEE is liable without limitation for intent and gross negligence within the statutory framework.

SWOBBEE shall only be liable for simple negligence , except in the case of injury to life, body or health, if significant contractual obligations (cardinal obligations) of SWOBBEE have been violated. Liability is limited to the contractual and foreseeable damage.

SWOBBEE’s liability for indirect and unforeseeable damages, including so-called consequential damages, loss of production and use, loss of profit, missing savings and financial losses due to claims of third parties, is excluded in the case of simple negligence – except in the case of injury to life, body or health.

A further liability of SWOBBEE than provided for in this contract is excluded, regardless of the legal nature of the claim asserted. However, the above limitations or exclusions of liability do not apply in the event of injury to life, body or health and in the case of liability (e..B. according to the Product Liability Act) or liability under a guarantee independent of fault.

  1. Privacy

SWOBBEE processes personal data of the contractual partner, e..B company, address, telephone number, e-mail address and bank details, for the purpose of fulfilling the contract,   processing of payment transactions, enforcement of contractual performance claims, debt management / collection of claims and for the fulfilment of legal and contractual information, communication, information and retention obligations, as well as other obligations and rights. The legal basis for data processing is Art. 1 set 1 lit. a, b c and/or lit. f GDPR. Possible recipients of personal data are: courts, authorities, enforcement bodies or other judicial bodies and tax advisors.

SWOBBEE is entitled to use service providers through order processing, in particular for the provision, maintenance and maintenance of IT systems. Processors are contractually obliged to ensure 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 guarantee a level of data protection considered appropriate in the EU/EEA, SWOBBEE has concluded relevant contracts with them or there are other safeguards to ensure that all necessary measures are taken to protect the data in accordance with the applicable requirements.

The personal data will be stored for as long as necessary for the respective purposes, after which they will be deleted.

The contractual partner has at any time a right to information and rectification of the personal data, as well as in the case of the prerequisites for their deletion, restriction or opposition 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 contracting party also has the right to lodge a complaint with the supervisory authority for data protection.

 

  1. Anti-corruption commitment

Both parties have a zero-tolerance policy on bribery, corruption and money laundering. In connection with this Agreement, the parties will comply with all laws and regulations applicable to them against corruption, bribery and money laundering. In this context, they shall ensure that they themselves, their legal representatives, their employees or an appointed third party in connection with the conclusion and implementation of this Agreement will not take any action that, under applicable law, could be regarded as an unlawful practice, bribery or bribe payment, e..B, to officials (hereinafter referred to as “anti-corruption obligations”).

The parties are obliged to: (a) immediately notify the other contracting parties in writing in writing of any breach of the anti-corruption obligations under the contract; (b) ensure compliance with anti-corruption obligations; (c) in the event of a breach of the anti-corruption obligations, allow the other Party to review relevant documents relating to this Agreement and the anti-corruption obligations by a person or person he has appointed to maintain professional secrecy (e.B. auditors) for a possible breach of the anti-corruption obligations and to have copies of them made thereof. If the audit reveals that the contracting party has violated the anti-corruption obligations, the contractor shall bear the costs of the audit.

  1. Place

Place of performance is Berlin.

  1. Law and place of jurisdiction

German law applies. The place of jurisdiction is, to the extent legally permissible, Berlin-Schöneberg.

  1. Writing

Contracts concluded with SWOBBEE in writing can only be amended or supplemented by a written agreement. The requirement for written form can also only be made in writing. Oral agreements and amendments to contracts concluded in writing shall only apply if they have been confirmed in writing.

    1. Severability clause

If or becomes an ineffective provision of the contract, this shall not affect the validity of the contract. Instead of the invalid or unenforceable provision, or to fill the gap, SWOBBEE and the contractual partner will agree on an appropriate regulation that comes closest to what SWOBBEE and the contracting party wanted or would have wanted according to the meaning and purpose of the contract, provided that they had considered the point at the conclusion of the contract or at the subsequent commencement of a provision.

Status: Berlin, 23.06.2020