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Terms & Conditions of Trade

Terms and Conditions of Trade

These terms (“Terms”) define the agreement for the supply of products (“Goods”) from Rowlands & Company (Shrewsbury) Limited (registered number 6465310) whose registered office is at

9 Knights Way, Battlefield Enterprise Park, Shrewsbury, Shropshire SY1 3AB

Issue: May 2009

1.      Formation of Contract

1.1.      A binding agreement (“Contract”) for the supply of Goods from the Supplier to the Customer is only formed once the Customer has submitted an order for the Goods (“Order”) and the order has been verbally accepted by the Supplier or the Supplier has begun to execute the Order.

1.2.     Contracts are subject to these Terms and any terms set out in the relevant Order only and any other terms and conditions shall be of no effect.

1.3.     Any amendments made to the Order shall only be binding upon the Supplier if they have been verbally accepted by the Supplier.

1.4.     If the Supplier does agree to the Customer cancelling an Order then (other than where such cancellation is due to the Supplier’s breach or negligence) the Customer will reimburse the Supplier in respect of all losses and expenses suffered by the Supplier arising out of or in connection with such cancellation.

2.     Price and Payment

2.1.     The time of payment for the Goods shall be of the essence. Payment for Goods shall be due either on the same day for Cash with Order Customers or 30 days from the date of invoice for such Goods, unless expressly agreed otherwise in writing by a Rowlands & Co Director.

2.2.     If the Customer fails to pay for any Goods on time or if the Supplier believes that the Customer is likely to default in the future then all amounts owed by the Customer to the Supplier under any Contract shall be immediately due and payable.

2.3.     All payments shall be made by the customer in sterling by cash, cheque, credit/debit card, BACS or CHAPS transfer to such bank account as the Supplier may from time to time notify in writing to the Customer.

2.4.     Without prejudice to any other rights the Supplier may have, failure to pay the price or part of it for any Goods or other monies payable by the Customer pursuant to these Terms shall entitle the Supplier, at the Supplier’s sole discretion to charge in addition to any monies due interest on the outstanding amount at the rate per annum of 8 percent above the base rate of the Supplier’s bankers calculated on a daily basis from the date the payment became due until the date of payment.

2.5.     Without prejudice to any other rights the Supplier may have, should a cheque payment be referred by the bank then a surcharge of £30.00 will be levied. In the event of two cheques being referred by the bank then the Customer will be required to ensure that all future payments are made by bank certified funds.

2.6.    The price for the Goods under a Contract shall be as set out in the relevant Order or as otherwise agreed by the Supplier and the Customer. Unless otherwise stated, the price for the Goods under an order includes the cost of delivery but excludes VAT and other applicable taxes, duties or levies of any kind whatsoever.

2.7.      The price agreed to be paid by the Customer for the Goods set out in the Order or otherwise may be increased by the Supplier to the extent that the costs levied by a third party on the Supplier have increased. The Supplier shall inform the Customer of any such price increases as soon as is practicable.

2.8.      The Customer shall not be entitled to make any deduction from any payment due to the Supplier in respect of any set-off or counterclaim unless the validity and the amount of such deductions have been expressly accepted in writing by the Supplier.

3.     Termination

3.1.     Without prejudice to any other rights or remedy it might have, the Supplier shall have the right to terminate any Contract on immediate notice if :-

3.2.    The Customer ceases or threatens to cease to carry on business, becomes unable to pay its debt (as that phase is defined in the insolvency Act 1986 section 123), has a receiver or administrator appointed over the whole or any part of its assets, enters into any composition with creditors generally, or has an order made or resolutions passed for it to be wound up.(otherwise than in furtherance of any scheme for amalgamation or reconstruction).

3.3.    It appears to the Supplier that the Customer may become unable to pay its debts or satisfy its obligations under any Contract in due time; or

3.4.    The customer is in breach of any material term or condition under any Contract.

3.5.    The Supplier may give the Customer at any time five business days ‘ notice in writing to terminate any or all Contract

3.6.    On termination of a Contract, for whatever reason, the Customer shall pay immediately all amounts outstanding to the Supplier.

4.     Retention of Title

4.1    The Supplier reserves the title to all Goods supplied until the purchase price for such Goods has been received in full by the Supplier and all accounts due from the Customer to the Supplier and all accounts due from the Customer have been paid in full. If the customer fails to comply with its payment obligations under any Contract, then the Supplier shall be entitled to take , in addition to all other rights, such measures as may be reasonably necessary to enter any premises of the Customer to recover possession of such Goods.

4.2   Notwithstanding where the title in the Goods lies, the Supplier may maintain the action for the price of the Goods once payment has become due to the Supplier.

5.    No Warranties

The Supplier excludes all warranties relating to the Goods so far as permitted by applicable law.

Governing Law

All Contracts (and these Terms) shall be governed by English law and the Supplier and the Customer submit to non-exclusive jurisdiction of the English Courts in relation to any disputes.

5b     Entire Agreement

These terms and the term of each Contract constitute the whole agreement and understanding between the parties relating to their subject matter and supersede all prior discussions and agreements (whether oral or written) between the parties and/or their agents or advisers.

6.  Claims

6.1    The delivery times stipulated by the Supplier are in all cases approximate and time of delivery shall not be of the essence.

6.2    The Customer must check the Goods upon delivery. Any claims relating to Goods delivered in a damaged or defective state or any shortfall must be submitted to the Supplier within 24 hours from the time of delivery, in the absence of such claim the Goods will be considered to have been accepted irrevocably and unconditionally by the Customer. Any shortfall in the quantity of the Goods delivered from that stated in any Contract shall not give rise to a right to claim for breach of contract solely as a result of such shortfall but the Customer shall only be obliged to pay for the quantity delivered.

7. Liability

7.1    Subject to Term 7.3 the Supplier excludes all liability for any consequential loss, indirect loss or loss of profits suffered or incurred by the Customer due to Supplier’s breach of a Contract or negligence.

7.2    Subject to terms 7.1 and 7.3 the total liability of the Supplier to the Customer in respect of any breach of a Contract or negligence shall not exceed an amount equal to the net invoice value

7.3    The Supplier does not exclude or limit its liability for death or personal injury caused by negligence or for its fraudulent misrepresentation.

8.   Severability

Except in so far as the context otherwise requires, each provision in these terms shall be construed as independent of every other provision, and if any such provision is or becomes partially  or totally invalid or unenforceable then the validity and enforceability of the remaining provisions shall not be affected.

9.   Waiver

A failure by either party to exercise or enforce any right conferred upon it under a Contract shall not be deemed to be a waiver of such right or operate so as to bar the exercise or enforcement thereof at any subsequent time or times.

10.  Confidentiality

The Customer shall at all times use its best endeavours to keep any confidential information relating to the Goods or the Suppliers business confidential, whether such information is disclosed to it by the Supplier or whether it comes to the Customer’s knowledge by other means and whether or not it is expressly stated to be confidential or marked as such, and not to disclose it to any other person.

 11.  Force Majeure

The Supplier shall not be liable for any loss or damage that may be suffered by the Customer due to force majeure.

“Force majeure” shall be deemed  to be any act, event, omission or accident beyond the reasonable control of the Supplier and shall include, without limitation, any Act of God, inclement weather, flood, drought, lightning, disruption to transport, epidemics, fire, theft, strike, trade disputes or  labour disturbance, disruption of power supply, the act or omission of Government, highway authorities, public telecommunications, war or the danger of war, military operations, riot or civil disorder, as well as any default by the suppliers of the Supplier which results in the Supplier being no longer able to meet it’s obligations to the Customer.

  12.  Indemnification

Except where the claim arises as a result of the negligence of the Supplier, the Customer (and any third party to whom the Goods may have subsequently been transferred) shall indemnify the Supplier in respect of any claim which may be made against the Supplier arising in connection with the Customer’s use of any Goods supplied or the result of any services.