Terms of service

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General Terms and Conditions 

Virnelli

Article 1. Definitions 

In these general terms and conditions, the following terms are understood to mean: 

  1. Virnelli: the enterprise as defined in Article 2 of these general terms and conditions; 

  2. Counterparty: the customer/client with whom Virnelli has concluded an Agreement and/or who is in negotiations with Virnelli regarding it; 

  3. Consumer: a natural person who does not act in the exercise of a profession or business; 

  4. Agreement: any arrangement/assignment between Virnelli and Counterparty for the delivery of goods by Virnelli to Counterparty; 

  5. Party/Parties: Counterparty and Virnelli together or each as an individual contracting party; 

  6. Written/In Writing: communication by email, by post or by WhatsApp; 

  7. Third Party/Parties: other natural or legal persons who are not part of this Agreement; 

  8. Product(s): the Products offered by Virnelli, which include, but are not limited to, extra virgin olive oil imported from Italy, as well as related olive oil products, such as flavored oils and gift packaging.


Article 2. Identity of Caroni Ventures B.V.

Trade Name: Virnelli
Street Name and Number: St. Annastraat 198C
Postal Code and Place of Business: 6525GX Nijmegen
KvK Number:  92146449

 

Article 3. General Provisions 

  1. These general terms and conditions apply to every offer and all (legal) acts of Virnelli and to every Agreement concluded between Virnelli and Counterparty.  

  2. If the Agreement is concluded electronically, then in deviation from the previous paragraph and before the Agreement is concluded, the text of these general terms and conditions may be made available to the Counterparty by electronic means in such a way that it can be saved by the Counterparty in a simple manner on a durable data medium. If this is not reasonably possible, then before the Agreement is concluded, it will be indicated where the general terms and conditions can be consulted by electronic means, or that they can be sent free of charge to the Counterparty by electronic means or otherwise upon request by the Counterparty. 

  3. Unless expressly agreed otherwise and In Writing, the applicability of other (general) conditions is excluded. 

  4. Deviations from or additions to these general terms and conditions are only valid if expressly agreed In Writing.

  5. If Virnelli does not consistently demand strict compliance with these general terms and conditions, this does not mean that the provisions thereof do not apply or that Virnelli would lose the right in any way to demand strict compliance with the provisions of these general terms and conditions in other cases. 

  6. If and insofar as on the basis of reasonableness and fairness - or the unreasonably burdensome nature of a provision - no appeal can be made to any provision of these general terms and conditions, then the relevant provision shall in any case have a meaning as closely as possible corresponding in content and scope, so that it can nevertheless be relied upon. 

  7. Virnelli is entitled to engage Third Parties for the performance of the Agreement. 

  8. The operation of Article 7:404 and/or 7:407 paragraph 2 of the Dutch Civil Code (hereinafter 'CC') is/are excluded. This means that in the event of an assignment that is granted to Virnelli for a specific reason, it does not automatically mean that Virnelli will actually be the party performing the ultimate assignment. The assignment granted to Virnelli by the Counterparty therefore does not qualify as an assignment granted to Virnelli with a specific person in mind. Furthermore, if the assignment is given to Virnelli and one or more other contractors, Virnelli is not jointly and severally liable to the Counterparty, but only for its own share or contribution in the assignment/Agreement. 

 

Article 4.  The Offer 

  1. If an offer has a limited validity period or takes place under (certain) conditions, this is expressly stated in the offer. 

  2. An issued quotation or offer by Virnelli should be considered a non-binding offer, unless expressly agreed otherwise in writing by Virnelli. A non-binding offer can be revoked by Virnelli after acceptance.  

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  • The offer contains a complete and accurate description of the Products offered. The description is sufficiently detailed to enable the other party to make a proper assessment of the offer. Obvious mistakes or obvious errors concerning, for example, stated amounts do not bind Virnelli. 


    • Article 5. The Agreement 

    1. The Agreement is concluded at the moment of acceptance by the other party of the offer and compliance with the (possibly) attached conditions. 

    2. If a provision of these general terms and conditions or an Agreement is found to be void or is voided, this does not affect the validity of the entire general terms and conditions or Agreement. The parties shall consult in order to agree on a new provision to replace the void or voided provision, whereby the purpose and intent of the void or voided provision shall be observed as much as possible. 

    3. Virnelli reserves the right not to perform a concluded Agreement, for example if it has reasonable doubt or information that the other party will (be able to) meet its (financial) obligations. If Virnelli refuses, it will notify the other party in writing of this refusal within a reasonable time after the conclusion of the Agreement. 

    4. The suspension right and the set-off right of the other party are excluded if the other party acts in the exercise of a profession or business. This provision therefore does not apply if the other party acts as a Consumer. 

    5. In addition to the previous paragraph, Virnelli has the right of set-off and/or suspension in respect of outstanding claims of the other party or in cases where the other party does not properly, completely or fully perform its agreements.  

    6. These general terms and conditions also apply to future, supplementary and/or follow-up orders. 

    7. If the other party has accepted the offer by electronic means, Virnelli shall immediately confirm receipt of the acceptance of the offer by electronic means. 

      

    Article 6. Right of Withdrawal 

    1. A Consumer may dissolve a distance agreement or an agreement concluded outside the sales premises without stating reasons within a period of 14 (fourteen) days. In the case of consumer purchases, this period begins to run on the day on which the Consumer or a Third Party designated by the Consumer, who is not the carrier, has received the goods.  

    2. If the Products offered by Virnelli are manufactured according to specific instructions or are custom-made for the Consumer/other party, then those Products are intended exclusively for that individual purchaser. On this basis, the right of withdrawal is therefore excluded for those Products and the Consumer cannot make use of it.  

    3. The exclusion mentioned in paragraph 2 of this article comes into force at the moment that Virnelli can no longer cancel its required order for the Agreement with its supplier free of charge. 

    4. If a Consumer is entitled to exercise its right of withdrawal, the Consumer must ensure that the Product is returned in the correct condition and in a timely manner.  

    5. The right of withdrawal explicitly does not apply if the other party is not a Consumer. 




    Article 7. Exercise of the Right of Withdrawal 

    1. If the Consumer wishes to exercise their right of withdrawal, they must inform Virnelli of this within the cooling-off period by means of Virnelli's return form. 

    2. The Consumer shall return the Products as soon as possible, but no later than 14 (fourteen) days after informing Virnelli of their intention to exercise the right of withdrawal. The Consumer shall return the Product with all supplied accessories, in original condition and packaging if reasonably possible, and in accordance with the reasonable and clear instructions provided by Virnelli in this regard. 

    3. The risk and burden of proof for the correct and timely exercise of the right of withdrawal lies with the Consumer. 

    4. The Consumer shall bear the direct costs of returning the Product. 

    5. During the cooling-off period, the Consumer shall handle the Products with care and shall only unpack or use the Products to the extent necessary to test the Products. The Consumer may test the Product as they would be able to do in a store. 

    6. If the Consumer acts in breach of this article, the Consumer is liable for the diminution in value and/or damage to or of the Products. 

     

    Article 8. Obligations of the Other Party 

    1. The other party is obliged to inform Virnelli immediately of facts and circumstances that may be relevant in connection with the performance of the Agreement. 

    2. If the other party fails to comply with these obligations, Virnelli reserves the right to, in addition to any sanctions as mentioned in this article, terminate the Agreement with immediate effect and demand payment from the other party for the hours already worked, the costs already incurred and/or the investments already made, without the other party being entitled to claim damages or otherwise. 

     

    Article 9. Termination

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    1. If the Other Party fails to fulfill one or more of its obligations, fails to fulfill them timely or properly, is declared bankrupt, requests (provisional) suspension of payments and/or payment deferral, proceeds to liquidate its business, or if its assets are seized in whole or in part, Virnelli has the right to suspend the execution of the Agreement or to terminate and/or dissolve the Agreement in whole or in part by means of a Written declaration of right and without prior notice of default, all at its discretion and always with preservation of any right to compensation for costs, damages and interest. 


    Article 10. Liability  

    In case the Other Party is a Consumer: 

    1. The total liability of Virnelli is limited to compensation of damages up to a maximum of the amount of the fee stipulated for that Agreement (excluding VAT). In no case shall the total compensation for damages exceed the amount payable by Virnelli's liability insurance.  

    2. The liability of Virnelli is not limited for damages resulting from intent or willful recklessness of Virnelli. 

     

    In case the Other Party acts in the exercise of a profession or business: 

    1. Virnelli is not liable for indirect and direct damages. The liability of Virnelli is not excluded for damages resulting from intent or willful recklessness of Virnelli. 

    2. If Virnelli can still be held liable in a specific case, notwithstanding what is determined in this article, this applies only to direct damages. In those cases, the total liability of Virnelli shall be limited to compensation of damages up to a maximum of the amount of the fee stipulated for that Agreement (excluding VAT).  

    3. The amount of damages compensation shall never exceed the amount paid by Virnelli's liability insurance.  

    4. If Virnelli can still be held liable for direct damages, then direct damages are understood to mean exclusively:

    1. the reasonable costs that the Other Party would have to incur to ensure that Virnelli's performance conforms to the Agreement; however, this replacement damages shall not be compensated if the Agreement is terminated by or at the request of the Other Party; 

    2. the reasonable costs incurred to determine the cause and extent of the damages insofar as such determination relates to damages within the meaning of these general terms and conditions; 

    3. the reasonable costs incurred to prevent or limit damages insofar as the Other Party demonstrates that these costs have resulted in limitation of damages within the meaning of these general terms and conditions. 

    1. The Other Party indemnifies Virnelli against any claims from Third Parties who suffer damages in connection with the execution of the Agreement. 

     

    General provisions concerning liability: 

    1. A condition for the arising of any right to damages compensation is always that the Other Party notifies Virnelli of the damages in Writing as soon as possible after they arise. Any claim for damages compensation against Virnelli shall be forfeited by the mere lapse of 12 (twelve) months after the claim arises. 

    2. Virnelli is not liable for damages caused by auxiliary persons as referred to in art. 6:76 of the Dutch Civil Code.  

    3. Virnelli is not liable for damages, of any kind whatsoever, because Virnelli acted on the basis of incorrect and/or incomplete information provided by the Other Party or if the Other Party provided such information too late. 


    Article 11. Force Majeure  

    1. In addition to the provisions of article 6:75 of the Dutch Civil Code, it is provided that a failure of Virnelli to fulfill any obligation towards the Other Party cannot be attributed to Virnelli in case of a circumstance beyond the control of Virnelli, as a result of which the fulfillment of its obligations towards the Other Party is wholly or partly prevented or as a result of which the fulfillment of its obligations cannot reasonably be required of Virnelli. Such circumstances also include non-performance by suppliers or other Third Parties, (power) outages, computer viruses, extreme weather conditions, fire (hazard), (impending) war hazard, pandemics, epidemics, quarantines, sick leave, occupational disability, strikes, government measures and the breakdown of bicycles and equipment with which the Products are transported. 

    2. If a situation as referred to in paragraph 1 of this article occurs as a result of which Virnelli cannot fulfill its obligations towards the Other Party, those obligations shall be suspended for as long as Virnelli cannot fulfill its obligations. If the force majeure situation has lasted 30 (thirty) calendar days, both Parties have the right to terminate the Agreement in whole or in part in Writing. In that case, Virnelli is not required to pay any damages compensation, even if Virnelli enjoys any benefit as a result of the force majeure condition. 

    3. If the Agreement terminates on the basis of force majeure, as referred to in this article, Virnelli has the right to payment for the hours worked or investments made at the time of termination of the Agreement. 

     

    Article 12. Warranty for Products of Virnelli

    1. Virnelli warrants that the Products comply with the Agreement, the specifications mentioned in the offer, with the reasonable standards of soundness and/or fitness for use and the statutory provisions and/or government regulations existing on the date of conclusion of the Agreement. 

    2. The warranty periods for Virnelli's Products are in principle 1 (one) year. 

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  • The warranty shall expire if: 

    1. the delivered Products are exposed to abnormal conditions or are otherwise handled carelessly or used or treated in violation of the instructions/guidelines of Virnelli and/or the instructions/guidelines mentioned on the Product packaging;

    2. the defectiveness is wholly or partly the result of regulations that the government has imposed or will impose with respect to the nature or quality of the materials used after the conclusion of the Agreement. 

     

    Article 13. Prices  

    1. All amounts are in euros and include value added tax and other levies imposed by the government unless otherwise agreed. 

    2. The agreed amounts are based on cost-determining factors at the time of the offer. Virnelli reserves the right to pass on to the Other Party changes in cost-determining factors arising 3 (three) months after the conclusion of the Agreement, over which Virnelli cannot reasonably exercise influence, such as increases in excise duties, social contributions, insurance premiums or value added tax, up to a maximum of 20% of the original amount. 

    3. Virnelli furthermore has the right to increase the amounts as mentioned in the offer above the maximum of 20% as mentioned in the previous paragraph. In that case, the Other Party has the right to immediate termination at the moment the price change takes effect. Virnelli will always notify the Other Party of such a price change 1 (one) month before the price change is implemented. 

    4. A composite price quotation does not oblige Virnelli to perform a part of the Agreement against a corresponding part of the quoted amount. 

    5. Discounts and offered amounts do not automatically apply to future and/or subsequent Agreements. 

     

    Article 14. Payment and Invoicing  

    1. If the Other Party is not acting in the exercise of a profession or business, payment must be made immediately. If the Other Party is acting in the exercise of a profession or business, payment by invoice is possible, with a payment term of 14 (fourteen) days after the invoice date. If payment takes place via an external payment provider, such as PayPal or Mollie, additional terms and conditions of this payment service provider may apply. The Other Party is responsible for complying with these conditions.

    2. In the event that delivery is made by partial deliveries, the payment term commences after each partial delivery for the part already delivered, unless otherwise agreed in writing and explicitly between the Parties. 

    3. The Other Party is obliged to report any inaccuracies in the payment information provided or mentioned to Virnelli without delay. 

    4. If the Other Party fails to meet its payment obligation(s) in a timely manner, Virnelli will point out the late payment to it and the Other Party will be given a period of 7 (seven) days to still meet its payment obligations. After failure to pay within this seven-day period, the Other Party is in default. As a result, the Other Party also owes the statutory (commercial) interest on the still outstanding amount. Furthermore, Virnelli is entitled to charge the out-of-court collection costs incurred by it. 

    5. In the event of (reasonable prospect of) bankruptcy, liquidation or suspension of payment or debt relief under the WSNP, the claims of Virnelli against the Other Party and the obligations of the Other Party towards Virnelli are immediately due. 

    6. The payments made by the Other Party always serve to settle in the first place all accrued interest and costs, in the second place outstanding invoices that have been outstanding the longest, even if the Other Party indicates that the payment relates to a later invoice. 

     

    Article 15. Delivery 

    1. The place of delivery is the address that the Other Party has made known to Virnelli (at the time of entering into the Agreement). 

    2. The delivery period does not commence until all information necessary for the delivery of the Product is known to Virnelli.  

    3. If delivery of an ordered Product proves to be impossible, Virnelli will endeavour to make a replacement Product available. At the latest upon delivery, but if possible already before dispatch, it will be stated in a clear and understandable manner that a replacement item is being delivered. For replacement items, the right of withdrawal cannot be excluded, the Other Party can therefore return the replacement item in accordance with the provisions in Articles 6 and 7 to Virnelli. The costs of any return shipment are borne by Virnelli. 

    4. The risk of damage and/or loss of Products rests with Virnelli until the moment of delivery and placement with the Other Party or a previously designated and made known to Virnelli representative, unless explicitly agreed otherwise. 

    5. All delivery periods are indicative. The Other Party cannot derive any rights from any mentioned periods. Exceeding a period therefore gives the Other Party no right to compensation. 

     

    Article 16. Complaints 

    1. The Other Party can no longer invoke a defect in performance if it has not protested to Virnelli within 2 (two) months after it discovered the defect or should reasonably have discovered it. If there is a visible defect upon (delivery) delivery, a period of 48 (forty-eight) hours applies. 

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    2. The Other Party shall provide Virnelli with at least 4 (four) weeks to resolve the complaint through mutual consultation.  

    3. If a complaint is not reported to Virnelli within the time periods mentioned in the preceding paragraphs, the Product and/or Service shall be deemed to comply with the Agreement and to function in accordance with the Agreement.

    4. Complaints do not suspend the payment obligation of the Other Party if the Other Party acts in the exercise of a profession or business. 

     

    Article 17. Transfer 

    1. Financial rights and obligations of the Other Party under this Agreement may not be transferred to a Third Party without prior Written consent from Virnelli. This provision shall be deemed a stipulation with proprietary effect as referred to in article 3:83 paragraph 2 of the Dutch Civil Code.  

    2. Rights and obligations of Virnelli under this Agreement may be transferred to Third Parties. If the Other Party is a Consumer, the Other Party shall have the right to terminate the Agreement if the rights and obligations of Virnelli are transferred to a Third Party. This provision shall be deemed a stipulation with proprietary effect as referred to in article 3:83 paragraph 2 of the Dutch Civil Code.  

     



    Article 18. Retention of Title 

    1. Virnelli retains ownership of all goods sold and delivered by Virnelli to the Other Party: 

    1. to the extent that the Other Party has not yet paid the claims under this Agreement or earlier similar Agreements; 

    2. to the extent that the Other Party has not yet paid the claims arising from future Agreements relating to situations as described in article 3:92 paragraph 2 of the Dutch Civil Code;

    3. to the extent that the Other Party has not yet paid for work performed or to be performed under this or similar Agreement(s);  and/or

    4. to the extent that the Other Party has not yet paid Virnelli's claims due to failure to perform such obligations, including claims for penalties, interest and costs, as referred to in article 3:92 of the Dutch Civil Code. 

    1. The Other Party is not authorized to pledge or otherwise encumber goods subject to the retention of title. 

    2. In exercising the retention of title, Virnelli shall be entitled to unobstructed access to the Product. The Other Party shall provide Virnelli with all necessary cooperation to enable Virnelli or any Third Party engaged by it to exercise the retention of title by repossession of the Product, including any necessary disassembly. The Other Party hereby unconditionally and irrevocably grants permission to Virnelli or any Third Party appointed by Virnelli to enter all locations where the properties will be situated and to remove such items in all cases where Virnelli wishes to exercise its ownership rights. 

    3. If the Other Party has acquired ownership of the goods delivered under retention of title through accession or mixture and the Other Party has not yet paid the claims referred to in paragraph 1, then the Other Party shall be obligated, at Virnelli's request, to retransfer the delivered goods to Virnelli in ownership. If the establishment of a usufruct right as referred to in article 5:101 of the Dutch Civil Code is required for this, the Other Party shall be obligated to cooperate. 

    4. If Third Parties levy attachment on goods delivered under retention of title or Products, or wish to establish or assert rights thereto, the Other Party is obligated to notify Virnelli as soon as reasonably can be expected. 

     

    Article 19. Intellectual Property 

    1. All intellectual property rights relating to and/or resulting from the Agreement performed by Virnelli rest with Virnelli. 

    2. The documents provided by Virnelli to the Other Party are intended solely for use by the Other Party. The Other Party is not permitted to disclose and/or reproduce the information obtained in any form. This includes, among other things, processing, selling, making available, distributing, and integrating into networks with or without modification, except where such disclosure and/or reproduction has been authorized in Writing by Virnelli and/or such disclosure and/or reproduction arises from the nature of the Agreement with Virnelli. 

    3. Virnelli has the right to use the name and logo of the Other Party as a reference or promotion.  

    4. The Other Party shall indemnify Virnelli against claims by Third Parties regarding intellectual property rights. 

    5. If the Other Party acts in violation of this article, the Other Party shall owe a directly enforceable penalty of 3x (three times) the amount stipulated for that Agreement, without prejudice to Virnelli's right to claim (additional) damages. 

     

    Article 20. Confidentiality  

    1. The Other Party is obligated to maintain confidentiality of all confidential information obtained from Virnelli in the context of the Agreement. Information is confidential if this has been communicated by Virnelli or if this reasonably arises from the nature of the information. 

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    2. If Counterparty violates section 1 of this provision, Counterparty shall be liable to Virnelli, regardless of whether the violation can be attributed to Counterparty and without prior notice of default or judicial proceedings, for a directly enforceable penalty of 20,000.- (twenty thousand) euro for each violation without any requirement for proof of damage, without prejudice to Virnelli's other rights, including its right to claim damages in addition to the penalty. 

     

    Article 21. Non-Solicitation of Employees Clause 

    1. Counterparty shall not, during the term of the Agreement and for 1 (one) year following its termination, engage or otherwise directly or indirectly employ employees of Virnelli who are or have been involved in the performance of the Agreement, without prior Written consent of Virnelli. 

    2. Virnelli shall not withhold the relevant consent if Counterparty has offered appropriate compensation. Appropriate compensation is defined as at least a payment of 10 (ten) months' salary. 

     

    Article 22. Exclusivity 

    1. For the duration of the Agreement, Counterparty grants Virnelli the exclusive right to perform the assigned Agreement. 


    Article 23. Alternative Dispute Resolution  

    1. If disputes arise between Virnelli and Counterparty regarding the conclusion or performance of the Agreement, both Parties may opt for alternative dispute resolution, instead of pursuing regular court proceedings.  

    2. In the event Counterparty is a Consumer and Virnelli chooses alternative dispute resolution, Virnelli shall inform the Consumer thereof. The Consumer has the option to still choose for regular legal proceedings. Counterparty must notify Virnelli of this choice in writing within 1 (one) month after Virnelli's choice for alternative dispute resolution has been communicated to Counterparty.  

     

    Article 24. Governing Law 

    1. Agreements between Virnelli and Counterparty shall be exclusively governed by Dutch law. 

    2. Disputes between Parties shall, to the extent possible, be resolved through good faith negotiations. All disputes between Counterparty and Virnelli shall be settled exclusively by the competent court in the district in which Virnelli is established. 

     

    Article 25. Survival 

    1. The provisions of these general terms and conditions and the Agreement that are intended to remain in effect following termination of the Agreement shall remain in full force after the termination of the Agreement. 

     

    Article 26. Amendment or Supplement 

    1. Virnelli is entitled to unilaterally amend or supplement these general terms and conditions. In that case, Virnelli shall promptly notify Counterparty of the amendments or supplements.  

    2. Between this notification and the effective date of the amended or supplemented terms and conditions, there shall be a minimum of 30 (thirty) days. 

    3. In the event Counterparty is a Consumer, Counterparty has the option to refuse the amendment to these general terms and conditions or may terminate the Agreement.  

    4. If the amendment as referred to in the previous section is based on a valid reason stated in the Agreement, Counterparty has no right to refuse the amendment or terminate the Agreement. An example of a valid reason is a legislative change requiring adjustment of the terms and conditions.  

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