APS GROUP TERMS AND CONDITIONS OF SALE

Terms and conditions of Sale

GENERAL

1.1 We operate https://fordretaileurope-ws.apsmos.com/ the Webshop. “We” meansAllied Publicity Services (Manchester) Limited, a companyregistered in England and Wales under company number 00681528 and with our registered office at Chetham House, BirdHall Lane, Stockport, Cheshire SK3 0ZP (“Registered Address”), or any of our affiliates providing goods or services to you under these Terms and Conditions of Sale. The VAT number of Allied Publicity Services (Manchester) Limited is 146 4911 52 and relevant VAT numbers of our affiliates who may provide goods and services are listed at the end of this document, linked here. 

1.2 These Terms and Conditions of Sale are the only terms and conditions on which we will supply you with products listed on the Webshop (“Products”), the assembly and installation of the Products at your premises (“Installation”), packaging and delivery (“Logistics”) and any other services you require (together, “the Services”), and will apply to the exclusion of all other terms and conditions including any terms and conditions which you purport to apply under any purchase order, confirmation of order or similar document (whether or not such document is referred to in these Terms and Conditions of Sale) and any terms and conditions which may otherwise be implied by trade, custom, practice or course of dealing. 

1.3 Please read these Terms and Conditions of Sale carefully and make sure that you understand them. Please note that by ordering any of our Products and/or Services, you agree to be bound by these Terms and Conditions of Sale, which will also apply to any information inputted or uploaded to the Webshop during the order process by you or any third party on your behalf. Please note that beforeplacing an order you will be asked to agree to these Terms and Conditions of Sale. Please click on the button on the Webshop if you accept them. If you refuse to accept these Terms and Conditions of Sale You will not be able to order any Products and/or Services from the Webshop. 

1.4 In the event you order via email or the telephone these conditions will be modified accordingly, see condition 3.5 below. 

1.5 We may amend these Terms and Conditions of Sale fromtime to time.Every time you orderProducts and/or Services from us, the Terms and Conditions of Sale inforce at the time of the relevant order will apply between you andus in respect of that order. 

2. TERMS OF USE 

2.1 Use of the Webshop Your use of the Webshop is governed by these Terms and Conditions of Sale, the Privacy Policy, and the Cookie Policy,each of which can be accessed on the Webshop. 

2.2 Authority to enter into these Terms and Conditions of Sale andacting in the course of business. You confirm that you are an authorised Ford Motor Company Limited (registered number 00235446) (“Ford”) user and you have authority to bind any business on whose behalf you use the Webshop to purchase the Products and/or Services. You also confirm that you are purchasing the Productsand/orServices in the course of your business as an authorised Ford user. 

3. Contract Formation 

3.1 For the steps you need to take to place an order (“Order”) on the Webshop, please refer to the user guide on the home page. 

3.2 The Order constitutes an offer by you to purchase the Productsand/orServices from us on these Terms and Conditions of Sale. 

3.3 After you place an Order, you will receive an e-mail from us acknowledging that we have received your Order, but please note that this does not mean that your order has been accepted. Our acceptanceof your Order will take place as described in condition 

3.4 or 3.5, as the case may be. 

3.4 A contract for the supply of Products and/or Services by us to you on these Terms and Conditions of Sale will be formed when we send an email to you confirming our costs for the Products and/or Services. We will not file a copy of the contract between us. The official language for these Terms and Conditions of Sale and any contract between us is the English language. 

3.5 In exceptional circumstances when a telephone or email order is required, you will email or telephone Customer Service Team on [email protected] or +44 (0) 330 222 0033 (English) who will place your Order subject to these Terms and Conditions of Sale in accordance with condition 3.3. A contract for the supply of Products and/or Services by us to you on these Terms and Conditions of Sale will be formed at the time when we send an email to you confirming our costs for the Products and/or Services. 

4. Products and Services 

4.1 All samples, drawings, descriptive and illustrative matter, and advertising issued or published by us (or by any third party) in relation to the Products and/or Services whether in catalogues, brochures, the Webshop, other promotional material or otherwise are forthe sole purpose of giving an approximate idea of the relevant Products and/or Services. 

4.2 We will be entitled at any time to vary the design, finish, or specification of the Products and/or their packaging; and/or substitute any materials or parts which are used in the Products, and which are unavailable for any reasonwith alternative materials or parts, and/or vary the Services to the extent that: 

(a) this does not materially affect their quality or performance; 

(b) Ford has required us to remove the Products or Services (in whole or in part) from the Webshop; or 

(c) this is necessary to comply with statute, statutory instrument, bye-law, order, directive, treaty, decree or law, rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body, industry code of conduct or guideline, health and safety or other legal requirements, in each case which relates to the Terms and Conditions of Sale and/or the Products and/or the Services. 

4.3 We will use reasonable endeavours to give you prior notice via email of any such variation or substitution. 

4.4 You agree that the Products and/or Services are supplied to you solely for your use in connection with your business and are not permitted to be used for any re-sale purposes or use by any third party. 

5. Delivery 

5.1 We will deliver the Productsto the delivery address (“Dealership”) specified in your Order. Delivery will bedeemed to occur when the Products have been off-loaded and securely stored in a dry, indoor location at theDealership (“Delivery”); and Proof of Delivery (“POD”) has been signed. 

5.2 On Delivery, where Installation Services have been commissioned, no crates are to be opened by you. They will be opened by us in the course of providing the Installation Services. If the security seals are not intact thiswill invalidate any warranty offered. Products must be stored in the agreed designated area and should always be left inside; any movement may affect any warranty. 

5.3 Delivery will be scheduled during the hours of 08:00 – 18:00 as notified by us to you at least 5 days in advance of Delivery. You will use your reasonable endeavours to agree to this date. If for unavoidable reasons the date offered is not viable an alternative date will be agreed. 

5.4 Where Installation Services have been commissioned, you must confirm showroom readiness at the pre-assembly meeting. Any changes are only at our discretion and may be subjectto additional charges. No changes to floorplan /product placement may be requested on the day of Delivery/Installation. 

5.5 We will use reasonable endeavours to deliver the Products on the date agreed under clause 5.3 (the “Delivery Date”), but time for delivery willnot be of the essence. 

5.6 We reserve the right to cancel any Order (in whole or in part) prior to Delivery in the event that (a) insufficient stock of the Products is available, (b) we are instructed by Ford to cancel any Order or Delivery of the Products and/or Services (whether in whole or in part), (c) Ford requests any amendments to the specifications of the Products and/or Services (whether in whole or in part) or (d) the Products (whether in whole or in part) are the subject of product recall(s). In such circumstances, we shall cancel the relevant part(s) of the Order, reimburse any amounts that you have paid in respect of the part(s) of the Order that have been cancelled and you shall not be obliged to pay any further amounts arising out of or in connection with the part(s) of the Order that have been cancelled. In the event that we cancel an Order (in whole or in part) under this condition 5.6, you will be required to submit a new Order for the part(s) of the Products and/or Services (includingDelivery and Installation) that have been cancelled, and we will issue a new invoice in respect of that new Order. If we cancelpart of an Order in accordance with condition 

5.6(a), we will not charge for additional Delivery. If we cancel an Order inaccordance with condition 

5.6(b), 

5.6(c) or 5.6(d) above, we reserve the right to charge for Delivery and Installation of thepart(s) of the Productsto be delivered under a new Order. 

5.7 Prior to Delivery, you will review and comply with any showroom preparationdocument and/or our (or any third party acting on our behalf’s) prior instructions, including nominating points of contact (“Nominated Contact(s)”) to facilitate Delivery and Installation. 

5.8 In the event that you do not comply with such instructions to our satisfaction or if no Nominated Contact is available at your address to take Delivery, we reserve the right to rearrange Delivery and/or Installation for which you will reimburse any additional costs that we incur as a result. We will provide you with an invoice for such additional costs. Suchadditional costs will include at a minimum the costs of storage and the costs of the subsequent rearranged Delivery and Installation. 

5.9 You must comply with all applicable laws and regulations of the country for which the Products and/or Services are destined. Wewill not be liable or responsible if you infringe any such laws or regulations. 

6. Risk and retention of title 

6.1 Risk of damage to or loss of the Productswill pass to you on Delivery. 

6.2 Legal and beneficial ownership of the Products will not pass to you until we have received a signed POD and all sums due in respect of the Products have been paid in full and in cleared funds. 

7. Price and payment 

7.1 The prices of the Products will be quoted on the Webshop from time to time (the “Prices”). You will pay the Prices to usin accordance with this Condition 7. It is always possible that,despiteourreasonable efforts, some of theProductsmay be incorrectly priced. If we discover an error in Prices for the Products you have ordered, we will inform you ofthe error and we will give you the option of continuing to purchase the Products at the correct Prices or cancellingyourOrder.Wewill not process yourOrder until we have your instructions. 

7.2 The Prices (and any other sums payable by you) are exclusive of VAT (and any other similar or equivalent taxes, duties, fees and levies imposed from time to time by any government or other authority (“Other Duties”)) which will be payable in addition to that sum in the manner and at the rate prescribed by law from time to time. If the rate of VAT and/or Other Duties changes between the date of your Order and the date of Delivery, we will adjust the VAT and/or Other Duties that you pay for the Products and/or Services, unless you have already paid for the Products and/or Services in full before the change takes effect. Youwill at all times be responsible for payment of any Other Duties, irrespective of whether such Other Duties are specified in anyinvoice issued to you in respect of the Productsand/or Services. 

7.3 Your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount. You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order. 

7.4 At the time of acceptance of your Order we will provide you with a confirmation of costs for the Products and/or Services and submit an invoice setting out the initial deposit due (“the Deposit Invoice”). You shall pay the Deposit Invoice within seven days of the Deposit Invoice date. We will not finalise your order until the Deposit Invoice is paid. 

7.5 When your order is ready to dispatch, we will issue an invoice for the remaining balance due (“the Final Balance Invoice”) which must be paid in full prior to your Products being dispatched and Services provided, and no later than seven days following the Final Balance Invoice date. Where all Products are available from stock at point of order, we will issue the Final Balance Invoice with the Order Confirmation. 

7.6 We shall not Deliver any Order until we have received full payment of both the Deposit Invoice and the Final Balance Invoice. 

7.7 All payments will be made: (a) UK Customers – Via BACS (Bank Automated Clearing System) transfer to the bank account in GBP, details as specified on the Deposit and/or Final Balance Invoice(s). (b) Non-UKCustomers – Via Bank transfer to the bank account as specified on the Deposit and/or Final Balance Invoice(s). We reserve the right to change the method(s) of payment for the Products and/or Services from time to time. 

7.8 If any sum payable in respect of the Products and/or Services is not paid on or before the due date for payment, we will be entitledto charge you interest on that sum at 5% per annum above the base lending rate from time to time of Barclays Bank PLC fromthe due date until the date of payment (whether before or after judgment), such interest to accrue on a daily basis. 

7.9 Unless required by law, all payments to be made by you to us under these Terms and Conditions of Sale willbe made in full and without any set-off or any deduction or withholding including on account of any counterclaim. 

8. Warranty 

8.1 We warrant to you that the Products that you purchase from us will be sold with the benefit of any applicable manufacturer’s warranty (“the Warranty”). Warranty details will be provided on a product-by-product basis. 

9. LIABILITY – YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE 

9.1 Nothing in these Terms and Conditions of Sale will limit or exclude our liability for: 

(a) death or personal injury caused by our negligence. 

(b) fraud or fraudulent misrepresentation; or 

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or 

(d) any other liability which cannot be lawfully limited or excluded. 

9.2 Subject to Condition 9.1, we will under no circumstances whatever be liable to you whether in contract, tort, misrepresentation, restitution, under statute or otherwise, (including negligence) arising under or in connection with these Terms and Conditions of Sale and/or the Products and/or the Services for any: 

(a) loss of profits, loss of bargain sales,business, or revenue; 

(b) loss or corruption of data, information, or software; 

(c) loss of business opportunity; 

(d) loss of anticipated savings; 

(e) loss of goodwill; 

(f) loss or failure due to electrical components not supplied by the Supplier; 

(g) loss or damage due to trip hazards other than pursuant to Condition 9.1(a) above; 

(h) any acts of omissions by any third party you engage in relation to the Products and/or Services, whether for assembly and installation or otherwise; or 

(i) any indirect or consequential loss 

9.3 Subject to the above, our total liability to you in respect of all other losses arising under or in connection with these Terms and Conditions of Sale and/or the Products and/or the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed either £10,000 per claim or series of related claims or 100% of the Prices paid under the Order for the Products and/or Services in respect of which a claim or series of related claims is made,whichever is the lesser. 

9.4 Except as expressly stated in Condition 8, we do not give any representation, warranties, or undertakings in relation to the Products and/or Services. Any representation, condition or warranty which might be implied or incorporated into these Terms and Conditions of Sale by statute, common law or otherwise is excluded to the fullest extent permitted by law. 

9.5 You accept that Ford shall not be liable, directly or as agent, for any costs, losses or liabilities incurred by you under or in connection with the Productsand/or Servicesor these Terms and Conditions of Sale. 

9.6 We will not be liable directly or indirectly for and you will indemnify us in respect of: 

(a) any damage to property or persons due to any third party assembly and/or installation of the Products. 

(b) the misuse of Products contrary to the instructions provided e.g. water ingress in the floor sockets. 

10. Entire agreement 

10.1 These Terms and Conditions of Sale, applicable product specifications and the warranties specified hereinconstitute the entire agreement between us and supersede any prior agreement or arrangement in respect of the subjectmatter. You acknowledge that you have not relied upon, and will have no remedy in respect of, any misrepresentation, representation, or statement (whether made by us or any other person) which is not expressly set out in these Terms and Conditions of Sale orthe applicable product specifications nor Warranty. 

10.2 Nothing in this Condition 10 will be interpreted or construed as limiting or excluding our liability for fraud or fraudulent misrepresentation. 

11. Your Obligations 

11.1 You shall: 

(a) ensure that the terms of the Order and any information you agree to arecomplete and accurate. 

(b) co-operate with us in all matters relating to the Products and Services; including but not limited to where Installation and Logistics Services are required: 

(c) provide us, our employees, agents, consultants, and subcontractors, with access to your premises, office accommodation and other facilities as reasonably required by us.

(d) provide us with such information and materials as we may require in order to supply theServices and/or the Products and ensurethat such information is accurate in all material respects. 

(e) prepare your premises for the Productsand/or Services. 

(f) obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Productsare to be delivered. 

(g) Where we are providing Installation Services, keep and maintain the Products and all our materials, equipment, documents, and other property at your premises in safe custody at yourrisk until the Installation Services are completed. 

11.2 If our performance of any of our obligations under the Contract is prevented or delayed by any of your acts or omissions or your failure to perform any relevant obligation: 

(a) we shall, without limiting other rights or remedies, have the right to suspend performance until you remedy the position. 

(b) we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this Condition 11; and 

(c) you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from your default including costs related to a subsequent Installation date. Additional surcharges may be payable tocomplete Installation. 

11.3 We will not be liable for the actions or omissions of any Ford nominated 3rd party installation supervisory agent, or any third party you engage to carry out Installation. 

12. Governing Law 

Use of the Webshop and the legal notices contained on the Webshop will be governed by and interpreted in accordance with English law and all parties submit to the exclusive jurisdiction of the English courts to determine any dispute arising out of orin connection with this agreement (including in relation to any non-contractual obligations). 

13. Assignment 

We will be entitled to assign, transfer, hold on trust for any person and deal in any other manner with any of our rights under these Terms and Conditions of Sale. You will only be entitled to assign, transfer, hold on trustfor any person and deal in any other manner with any of your rights under these Terms and Conditions of Salewithour prior written consent. 

14. Severance

 If any term of these Terms and Conditions of Sale is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term will be deemed to be severed from these Terms and Conditions of Sale and this will not affect the remainder of these Terms and Conditions of Salewhich will continue in full force and effect. 

15. Waiver

 A delay by us in exercising or failure by us to exercise a right orremedy under or in connection with these Terms and Conditions of Sale will not constitute a waiver of, or prevent orrestrict future exercise of, that or any other right or remedy,nor will the single or partial exercise of a right or remedy by us prevent or restrict the further exercise of that or any otherright or remedy by us. A waiver by us of any right, remedy, breach, or default will only be valid if it is in writing and only in thecircumstances and for the purpose for which it was given and will not constitute a waiver of any other right, remedy, breach,or default. 

16. Third party rights 

We both agree that we do not intend that any term of these Terms and Conditions of Sale will be enforceableunder the Contracts (Rights of Third Parties)Act 1999 by any person. 

17. Notices 

17.1 References to “in writing” or “written” in these terms includes e-mail. 

17.2 Any notices will be sent to you by e-mail or by pre-paid post to the address or Dealership address you specified in your Order. 

17.3 Any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on the Webshop, 24 hours after an e-mail is sent, or two days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped, and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address. The provisions of this condition 17 will not apply to the service of any proceedings or other documents in any legal action. 

18. Communications and complaints 

18.1 Please address any communications or complaints in respect of the Products and/or Services and/or these Terms and Conditions of Sale to [email protected]. 

18.2 Force Majeure We will not be in breach of these Terms and Conditions of Sale or otherwise liable to you for any failure toperform or delay in performing our obligations under these Terms and Conditions of Sale to the extent thatsuch failure or delay is due to any event or circumstance beyond our reasonable control. 

19. DATA PROTECTION 

19.1 With respect to all applicable legislation in any jurisdiction protecting the fundamental rights and freedoms of individuals, in respect of their right to privacy and the processing of their personal data, as amended from time to time, including (without limitation) Regulation (EU)2016/679, ‘the General Data Protection Regulation’ (“GDPR“), the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003, together with all decisions, guidelines, guidance notes and codes of practice issued from time to time by courts, data protection authorities and other applicable Government authorities (the “Data Protection Laws“), we undertake, where we process personal data (as such term is defined under the Data Protection Laws (“Personal Data“)) under this Agreement: 

19.1.1 to do so only as strictly necessary to perform our obligations under (and in accordance with the terms of) this Agreement and your instructions from time to time, or in accordance with all applicable laws (subject to informing you in advance, unless prohibited from doing so by such laws); 

19.1.2 to notify you if we consider that any of your instructions infringe the Data Protection Laws; 

19.1.3 not to disclose the Personal Data to a third party in any circumstances other than as set out in this Agreement, at your specific request or if otherwise compelled by law to make such disclosure; 

19.1.4 to ensure that only such staff who may be required by us to assist in meeting our obligations under this Agreement shall have access to the Personal Data and that such Staff have received training and/or instruction in the care and handling of Personal Data, and are required to keep it confidential; 

19.1.5 to notify you promptly following receipt of, and to provide all necessary information and assistance to you in responding to, any request or notification from a data subject and/or any regulator under the Data Protection Laws, including (without limitation) with respect to security, impact assessments and consultations with regulators, together also with providing full support and assistance regarding all data subject access, correction, objection, erasure and portability requests, as applicable, and otherwise in order to enable you to comply with your obligations under the Data Protection Laws; 

19.1.6 to notify you within 24 hours of becoming aware of a Personal Data Breach (being any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data), providing you with all information to meet your reporting obligations under the Data Protection Laws, including (as a minimum): describing its nature, the categories and numbers of Data Subjects concerned, identifying the data protection officer from whom more information may be obtained; describing its likely consequences and the measures taken or proposed to be taken to address it; and taking such steps required by you to assist in your investigation, mitigation and remediation; 

19.1.7 at your written direction, to delete, provide a complete copy, or return all Personal Data and all copies thereof under our control to you on termination of the Agreement unless required by Data Protection Laws to store the Personal Data; and 

19.1.8 to maintain complete and accurate records and information to demonstrate our compliance with this clause and allow for audits by you, any regulator or by your designated auditors; 

19.1.9 not to transfer any Personal Data outside of the European Economic Area without your prior consent, whether granted under condition 20 of these Terms & Conditions or otherwise; 

19.1.10 not to appoint (or replace) any third party sub-processor of any Personal Data under this Agreement without your written consent, whether granted under condition 20 of these Terms and Conditions or otherwise. In all cases where a sub-processor is appointed, to execute a written contract between us and the sub-processor including terms which are equivalent to those set out in this condition 19, and we shall remain fully liable to you for any breach of such terms and/or the Data Protection Laws by such sub-processor; 

19.1.11 to allow our data processing facilities, procedures and documentation which relate to the processing of Personal Data to be scrutinised by your auditors in order to ascertain compliance with the Data Protection Laws; and 

19.1.12 to have in place such technical and organisational measures as are reasonably necessary and appropriate to safeguard against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures.

 19.2 We both acknowledge that you are the “controller” of the Personal Data and we are acting as “processor” on your behalf (as such terms are defined in the Data Protection Laws) provided however that it is also acknowledged that the Controller could be you and/or other parties and therefore all references to you in this condition 19 shall be interpreted to extend to any other controller as if they were a party to this Agreement. We acknowledge that all right, title and interest in the Personal Data is vested solely in you. 

19.3 Either of us may, at any time on not less than 30 days’ notice, revise this condition 19 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to this agreement). 

19.4 On termination of the Agreement, for whatever reason, we shall cease to use the Personal Data and shall arrange for the prompt and safe return to you of all Personal Data together with all copies in our possession or control. 

20. PRIVACY AND INFORMATION 

20.1 Information collection We may collect the following information: 

20.1.1 Information you (or any other third party on your behalf) provide by completing forms on the Webshop, including information you give us when registering on the Webshop, submitting material, or requesting further information; and 

20.1.2 Information you provide if you contact us, for example an email address. 

20.2 Use of your information The information provided will be used by us, our subcontractors, Ford, and its Ford approved subcontractors to provide the Webshop and the Products and/or Services to you; to provide you with information that you request from us; and to providemanagement information to Ford. 

20.3 Disclosure of your information

20.4 Your information will not be disclosed to unrelated third parties (excluding Ford and Ford approved subcontractors, our suppliers and affiliates who need to know the information solely for the purposes of the provision of the Products and/or Services to you). 

20.5 In order to provide the Webshop and other services we (or our suppliers) may need to transfer, store, or process your information to locations outside the jurisdiction in which you are viewing the Webshop. This may include transferring your information to jurisdictions outside of the European Economic Area (EEA) where the law may provide less protection for personal information. By submitting your information during the order process, you agree to this transfer, storing or processing. We will take all steps necessary to ensure that your information is treated securely and in accordance with these Terms and Conditions of Sale and the Privacy Policy. 

20.6 In addition, we may disclose your information to third parties where: 

a) we are under a legal, regulatory, or professional obligation to do so (for example to comply with anti-money laundering regulations). 

b) we merge, re-organise or transfer all or part of our business in which case your information will be disclosed to potential or actual successors of the business; and 

c) we use third party service providers to provide services that involve data processing. Where we use such service providers, we will ensure the appropriate safeguards are in place to protect your information. 

21. Security 

21.1 The internet is not a secure medium; however, we are committed to ensuring that your information is secure. We have put in place suitable physical, electronic, and procedural safeguards to secure information against loss, misuse, damage or modification and unauthorised access or disclosure. Where we use third parties to provide related services involving information you supply, we require them to meet appropriate security standards. 

22. Intellectual property 

22.1 Subject to the following, all intellectual property rights in the Products and/or Services, documents, information, data or material (in whatever form), including the product guide and any drawings or designs provided in connection with the Products and/or Services, whether on the Webshop or otherwise (“Materials”) belong to us or we are an authorised licensee in respect of such intellectual property rights. 

22.2 These Terms and Conditions of Sale shall not operate to assign any title, interest or intellectual property rights in any Products or Materials and/or Services. 

22.3 The contents of the Webshop are our copyright. You may not republish or distribute any Materials available on the Webshop to any third party. You will keep any such Material secret, safe and secure and will use such Material only to the extent necessary for your use of the Products and/or Services. Nothing in these Terms and Conditions of Sale will operate to transfer or to grant to you any licence or other right to use any of our intellectual property rights or intellectual property rights belonging to any third party, including but not limited to Ford.

 22.4 Copyright in some materials available on the Webshop belongs to third parties (“Third Party Documents”) and such materials have been produced on the Webshop with the permission of the third-party copyright owners. Unless otherwise specified you may not copy or distribute or otherwise make available or communicate to the public any part of a Third-Party Document. 

22.5 You warrant that in supplying the Products and/or Services at your request, we shall not infringe the rights, including the intellectual property rights, of any third party. 

23. Termination 

23.1 Without limiting any of our other rights, we may suspend the supply or delivery of the Goods and/or performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if: 

23.1.1 you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within seven days of you being notified in writing to do so; or 

23.1.2 you fail to pay any amount due under the Contract on the due date for payment. 

24.  Our affiliates

Allied Publicity Services (Manchester) Limited

 Non EU Sales 

GB 313 979 087 

APS Group BV EU Sales (FRANCE VAT)

 FR24788415131

 APS Group BV EU Sales (DUTCH VAT) 

NL8232.24.910.B01 

APS Group BV EU Sales (EIRE VAT)

 IE03995758UH

 APS Group BV EU Sales (NL VAT) 

NL8232.24.910.B01