Thrill Syndicate b.v.
Elleboog 15-A
6713KP Ede
The Netherlands
Registered Company nr.: 85610771
Effective Date: January 1st, 2025
1. General Scope
1.1. These Delivery Terms shall apply to all offers, quotations, orders, and agreements for the sale and delivery of goods (hereinafter referred to as “Products”) by Thrill Syndicate b.v. (hereinafter referred to as “Seller”) to the business customer (hereinafter referred to as “Buyer”).
1.2. Any terms and conditions of the Buyer that deviate from, conflict with, or supplement these Delivery Terms shall not become part of any agreement unless their validity has been expressly agreed to in writing by the Seller.
1.3. These terms are intended for B2B transactions. The Buyer confirms that they are acquiring the Products for professional use in their business operations.
2. Orders and Quotations
2.1. All quotations made by the Seller are non-binding until an order is expressly accepted by the Seller in writing (Order Confirmation).
2.2. The Seller reserves the right to apply a minimum order value of €1,000.00. Should the Seller, at its sole discretion, accept an order below this value, a handling fee may be applied, which will be communicated to the Buyer prior to order confirmation.
2.3. The Buyer is responsible for ensuring the accuracy and completeness of the information provided in their order.
3. Prices and Payment
3.1. All prices quoted are exclusive of Value Added Tax (VAT), other taxes, duties, levies, and transport costs, unless expressly stated otherwise in writing.
3.2. For Buyers within the European Union (EU): a. Buyers located in the Netherlands will be charged the applicable Dutch VAT. b. Buyers located in other EU countries with a valid VAT identification number, provided to the Seller at the time of order, will be supplied at a 0% VAT rate under the reverse charge mechanism, where applicable. The Buyer is responsible for accounting for VAT in their respective EU Member State.
3.3. For Buyers outside the European Union (non-EU):
a. Products are delivered DAP (Delivered at Place – Incoterms® 2020) to the agreed-upon destination, unless a different Incoterm is explicitly agreed in the Order Confirmation. DAP means the Seller is responsible for delivering the goods to the named place of destination, cleared for export where applicable, but not cleared for import.
b. The Buyer is responsible for all import duties, taxes, customs clearance fees, and any other charges levied in the country of destination.
3.4. Payment shall be made via Pre-payment by Bank Transfer only, unless otherwise agreed in writing by the Seller. Payment details will be provided on the Order Confirmation or invoice.
3.5. The Seller may, at its discretion, offer alternative payment methods (e.g., PayPal, Stripe, Wise). Any additional costs or fees associated with such payment methods may be charged to the Buyer, and this will be communicated prior to payment.
3.6. Payment must be received in full by the Seller before the order is processed by Seller.
4. Delivery and Shipment
4.1. The Seller ships Products worldwide. Transport costs are calculated based on the volume, weight of the order, and the delivery address. These costs will be communicated to the Buyer in the quotation or Order Confirmation.
4.2. Delivery times provided by the Seller are indicative and not binding deadlines, unless expressly agreed otherwise in writing. The Seller will make reasonable efforts to meet indicated delivery times. Delays in delivery, including those caused by third-party shipping carriers, do not entitle the Buyer to compensation or to cancel the order, unless such delays are unreasonable and directly caused by the Seller’s gross negligence or willful misconduct. The Seller is not liable for the operational performance or delays of third-party carriers where the Seller has exercised due care in selecting such carriers.
4.3. The Seller is entitled to make partial deliveries and to invoice for such partial deliveries separately.
4.4. The Incoterm governing the delivery shall be specified in the Order Confirmation. For deliveries to non-EU Buyers, this is typically DAP (Delivered at Place – Incoterms® 2020) at the named place of destination, unless otherwise agreed. For EU Buyers, the specific Incoterm will be agreed upon (e.g., DAP or EXW Ede, The Netherlands). The applicable Incoterm will define when and where the risk of loss or damage to the Products transfers from Seller to Buyer.
4.5. The Buyer is obliged to take delivery of the Products at the agreed time and place. If the Buyer fails to take delivery, any resulting costs (e.g., storage, redelivery) will be for the Buyer’s account.
4.6. Seller’s Role in Arranging Shipment: When the Seller arranges and pays for shipping (e.g., under DAP or other Incoterms where the Seller is responsible for carriage), it does so exercising due care in the selection of third-party carriers. However, the Seller’s liability for the Products during transit is governed by the agreed Incoterm and the point at which risk transfers to the Buyer. The Seller shall not be liable for loss, damage, or delay occurring after risk has transferred to the Buyer in accordance with the agreed Incoterm. Furthermore, the Seller shall not be liable for failures, delays, or damages attributable solely to the actions or omissions of the third-party carrier, provided the Seller was not negligent in its selection or instruction of said carrier.
4.7. Insurance:
a. When Products are delivered DAP (Delivered at Place), the Seller bears the risk of loss or damage during transit until the Products are made available to the Buyer at the named place of destination. The Seller may, at its own discretion and for its own account, insure the Products during this period of its risk.
b. DAP Incoterms® do not obligate the Seller to provide insurance coverage for the Buyer’s benefit. The Buyer is responsible for arranging any insurance coverage they deem necessary for the period after risk has transferred to them, or for any additional coverage desired during the main transit not covered by any insurance the Seller may or may not have taken for its own risk.
c. For any other Incoterm agreed upon in writing (e.g., EXW, FCA, CIP, CIF), the responsibility for arranging and paying for insurance shall be as defined by that specific Incoterm. If Incoterms such as CIF or CIP are used, the Seller will procure insurance as stipulated by those terms.
d. The Buyer is encouraged to assess their insurance needs. The Seller is not liable for any losses or damages that would have been covered by insurance that the Buyer was responsible for arranging (or for which the risk had passed to the Buyer) but failed to secure.
5. Transfer of Risk
5.1. The risk of loss of or damage to the Products shall pass from the Seller to the Buyer in accordance with the agreed Incoterms® as specified in the Order Confirmation.
5.2. It is the Buyer’s responsibility to understand the point at which risk transfers under the agreed Incoterm. Once risk has transferred, the Seller is not liable for loss or damage to the Products.
6. Inspection, Acceptance, and Defects
6.1. The Buyer shall inspect the Products immediately upon receipt for any visible damage, defects, or discrepancies with the order.
6.2. Any claims regarding incorrect quantities, visible damage to packaging or Products (where risk has not yet transferred to the Buyer under the agreed Incoterm), or patent defects must be notified to the Seller in writing, with photographic evidence where appropriate, within seven (7) calendar days of receipt of the Products.
6.3. For latent defects that could not have been discovered during an initial inspection, the Buyer must notify the Seller in writing within seven (7) calendar days of discovery, and in any event, within any applicable warranty period provided by the manufacturer.
6.4. Failure to notify the Seller of any defects or discrepancies within the specified timeframes will be deemed as acceptance of the Products as delivered and in good condition, subject to manufacturer warranty provisions.
6.5. If a defect for which the Seller is responsible (and not covered under a direct manufacturer warranty claim process) is duly notified and acknowledged by the Seller, the Seller’s sole obligation will be, at its discretion, to repair or replace the defective Product, or offer a credit note for the value of the defective Product. The Seller shall not be liable for any further damages or costs.
7. Returns and Refunds
7.1. Given the nature of the Products (professional adventure equipment, PPE), Products are generally not eligible for return or refund. This is due to safety, hygiene, and traceability reasons associated with PPE.
7.2. Any consideration for a return or refund is solely at the discretion of the Seller and must be requested and approved in writing by the Seller prior to any Products being sent back.
7.3. If a return is exceptionally approved by the Seller: a. Products must be unused, in their original, unopened packaging, and in a resalable condition.
b. The Buyer will be responsible for all return shipping costs and any associated risks.
c. The Seller reserves the right to charge a restocking fee.
7.4. Custom-ordered or specially manufactured Products are non-returnable and non-refundable under any circumstances.
8. Warranty
8.1. The Products sold by the Seller may be covered by a manufacturer’s warranty. Any such warranty is provided directly by the manufacturer of the Product, and the terms, conditions, duration, and coverage of such warranty are solely determined by the manufacturer.
8.2. The Seller will, where reasonably possible and as a service to the Buyer, assist in facilitating warranty claims with the manufacturer. However, the Seller itself does not provide any separate or additional warranty for the Products beyond what is offered by the manufacturer.
8.3. The Seller is not directly liable for any warranty claims, defects in materials or workmanship covered by a manufacturer’s warranty, or the terms of any manufacturer’s warranty. The Buyer’s recourse for warranty claims is directly with the manufacturer, subject to the manufacturer’s warranty policy. The Seller’s assistance in processing warranty claims does not imply any liability on the part of the Seller.
8.4. Information regarding the applicable manufacturer’s warranty may be provided with the Product or upon request. It is the Buyer’s responsibility to familiarize themselves with the terms of any manufacturer’s warranty.
9. Liability
9.1. Subject to the provisions of Section 8 (Warranty) and the limitations regarding shipping and third-party carriers outlined in Section 4, the Seller’s total liability for any and all claims arising out of or in connection with the Products or their delivery, for which the Seller is found to be directly liable, shall be limited to the purchase price of the specific Product that gave rise to the claim.
9.2. The Seller shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of business, operational downtime, or loss of data, even if advised of the possibility of such damages.
9.3. The Buyer acknowledges that the use of adventure equipment and PPE involves inherent risks. The Seller is not liable for any damage or injury resulting from the improper use, installation, maintenance, or modification of the Products, or from uses exceeding their specified limitations or contrary to manufacturer’s instructions or applicable safety standards. The Buyer is responsible for ensuring that all Products are used by trained and competent individuals in accordance with applicable safety standards, regulations, and manufacturer’s instructions.
10. Force Majeure
10.1. Neither party shall be liable for any failure or delay in performing its obligations under the agreement if such failure or delay is caused by a Force Majeure event. A Force Majeure event includes, but is not limited to, acts of God, war, terrorism, civil unrest, strikes, lockouts, labor disputes, natural disasters, epidemics, pandemics, government restrictions or actions, significant disruptions to transport networks, or any other event beyond the reasonable control of the affected party.
10.2. The party affected by a Force Majeure event shall promptly notify the other party in writing and shall use reasonable endeavors to mitigate the effect of the Force Majeure event.
11. Intellectual Property
11.1. The sale of Products does not convey any license or right under any intellectual property rights of the Seller or its suppliers, unless expressly agreed in writing.
12. Governing Law and Jurisdiction
12.1. These Delivery Terms and all agreements between the Seller and the Buyer shall be exclusively governed by and construed in accordance with the laws of The Netherlands, without regard to its conflict of law principles.
12.2. Any disputes arising out of or in connection with these Delivery Terms or any agreement between the parties shall be submitted to the exclusive jurisdiction of the competent courts in Gelderland, The Netherlands. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
13. Amendments
13.1. The Seller reserves the right to amend these Delivery Terms at any time. The amended terms will apply to all orders placed after the date of amendment.
By placing an order with Thrill Syndicate b.v., the Buyer acknowledges that they have read, understood, and agree to be bound by these Delivery Terms.
