1. Definitions

1.1 “The Company”

“The Company” shall mean Invicta Ltd, including any parent, subsidiary, affiliate, assignee, representative, authorized agent, subcontractor, or any duly constituted legal or administrative person acting for or on behalf of Invicta Ltd in connection with the sale, delivery, installation, or servicing of the Products.

1.2 “Employees”

“Employees” shall mean any individual or collective of individuals employed, engaged, authorized, or subcontracted by The Company to execute delivery, installation, assembly, disassembly, or any related service. For absolute clarity, the term includes temporary personnel, contracted personnel, and technical service providers acting under The Company’s authority.

1.3 “Customer”

“The Customer” shall mean any natural or legal person, entity, or third party that purchases, orders, receives, or otherwise contracts for the Products or services provided by The Company, whether directly or indirectly.

1.4 “Products”

“Products” shall mean any goods, furniture, components, accessories, or related items sold, delivered, installed, or otherwise supplied by The Company pursuant to an order, invoice, agreement, or contract.

1.5 “Agreement”

“Agreement” shall mean the full and binding contractual understanding between The Company and The Customer, including but not limited to these Terms and Conditions, any sales invoice, quotation, written correspondence, or any schedule or annex expressly incorporated by reference.

1.6 “Delivery Services”

“Delivery Services” shall mean the transportation, unloading, placement, and transfer of Products from The Company to The Customer’s designated premises, including all actions reasonably incidental thereto.

1.7 “Assembly Services”

“Assembly Services” shall mean the installation, assembly, alignment, fitting, or setup of Products by Employees, where such services have been expressly requested, purchased, or confirmed in writing.

1.8 “Premises”

“Premises” shall mean any location, property, structure, or site designated by The Customer for delivery, assembly, or disassembly of Products.

1.9 “Quotation”

“Quotation” shall mean any written or electronic estimate issued by The Company specifying the cost of goods or services, which becomes binding upon acceptance by The Customer.

1.10 “Working Day”

“Working Day” shall mean any day other than Saturdays, Sundays, or public holidays officially recognized in the jurisdiction in which The Company operates.

1.11 “Working Hours”

“Working Hours” shall mean the official operational hours of The Company as follows:

• • Warehouse Working Hours: on Working Days between 08:00 and 15:30; and
  • Office Working Hours:
    • Winter (Mid-Sept – Mid-June) between 08:30 and 17:00.
    • Summer (Mid-June – Mid-Sept) between 08:00 and 16:00

These hours apply unless otherwise expressly communicated in writing by The Company.

2. Delivery Terms

2.1 Delivery Schedule

Delivery services and/or assembly shall take place on the date and time mutually agreed upon by The Company and The Customer. If The Customer requests any change to the agreed delivery or assembly schedule, the original appointment shall be forfeited and may be reassigned to another Customer. Any rescheduled delivery or assembly shall be arranged on the next available date at The Company’s discretion, which may be several days or weeks after the originally agreed date. All Delivery services shall be conducted exclusively on the days specified in Section 1.10 and within the hours specified in Section 1.11.

Once delivery or assembly has commenced, The Customer shall not interfere with, or obstruct the process in any manner. Any such interference may result in delays, additional charges, or suspension of services, without liability to the Company.

2.2 Customer Obligations – Access and Preparation

The Customer shall ensure that the Premises is fully prepared, accessible, unobstructed, and safe for Employees to work in, with no risk of structural or physical injury. Failure to meet these requirements may result in delays, suspension of services, and/or additional charges, all of which shall be the sole responsibility of The Customer.

For deliveries to upper floors, the Customer shall inform the Company in advance whether a lift at the Premises is available and suitable for transporting the Products, and shall disclose any structural limitations or restrictions, including but not limited to immovable obstacles, sharp or narrow corners, or narrow passageways. If a lift was intended to be used but becomes unavailable or non-functional on or before the day of delivery, the Customer must promptly notify the Company. In such cases, the Customer may elect to either reschedule the delivery or authorise alternative handling methods, such as the use of lifter services or stair access for smaller orders, all of which shall incur additional charges.

The Customer must provide a clear placement plan, or otherwise be aware in advance, of where the Products are to be placed and assembled at the time of delivery and installation.

Once The Company has completed the placement of the Products, The Customer shall not move or adjust them, nor request or instruct the Employees to do so. The Company shall bear no responsibility for any misalignment, damage, or defects caused by The Customer or any third party, and any subsequent repositioning or realignment requested by The Customer shall be subject to additional charges at the Company’s discretion.

2.3 Disassembly of Existing Furniture

Disassembly of furniture originally purchased from The Company at the Premises, shall be agreed upon in advance to allow adequate time for the process and shall only be performed upon acceptance of a separate written Quotation. The Company does not disassemble, move, or handle furniture purchased from third parties. Accordingly, the delivery area must be fully cleared and prepared prior to delivery in accordance with Section 2.2.

2.4 Changes to Delivery and Assembly Services

If the Customer changes from delivery with assembly to delivery-only, any subsequent request for assembly shall incur additional charges and be treated as a separate service, unless otherwise agreed in writing. Scheduling for such assembly will be subject to the Company’s availability, and the original delivery date shall not be reserved for the new assembly.

If the delivery address differs from the assembly site and additional transportation of the Products is required, such transportation shall be subject to additional charges. These charges may include, but are not limited to, third-party costs such as ferry fees, lifter services, or heavy hauling transport.

Once the Products have been delivered without assembly, the Customer shall bear full responsibility for their storage until assembly is completed. The Company shall not be held liable for any damage to the Products while stored at the Customer’s premises.

2.5 Payment Terms

Any payment due on the day of delivery or installation at the Premises shall be paid in full either prior to the commencement of services or immediately upon completion. Failure to pay the full amount when due shall result in interest accruing on the outstanding balance in accordance with Section 2.6.

The Company reserves the right to withhold, suspend, or postpone delivery, installation, or any related services until all outstanding amounts, including accrued interest, have been fully settled. The Customer shall remain liable for any additional costs, losses, or expenses arising from non-payment or delayed payment.

Upon completion of assembly at the Premises, The Customer or a duly authorised representative shall inspect the assembled Products and sign a delivery and acceptance confirmation. This confirmation shall constitute acknowledgment of satisfactory condition, establish the delivery date, and mark the commencement of the warranty and any applicable late interest charges should the balance not be settled in full on the day, in accordance with Section 2.6.

2.6 Late Interest Policy

Any amount not paid in full by the agreed delivery, installation, or other contractually specified due date shall accrue interest at a rate of 10.15% per annum, calculated on a pro-rata basis, until fully paid, at the sole discretion of The Company’s management. Interest shall accrue automatically without prior notice and constitutes a contractual obligation in addition to the principal amount owed. The Company reserves the right to suspend, delay, or refuse further delivery, installation, or related services until all outstanding amounts, including accrued interest, are fully settled. The Customer shall remain liable for all associated costs, including any additional expenses incurred due to such suspension or delay.

3. Collection

3.1 Collection Availability

Collection of Products shall be permitted exclusively from The Company’s main warehouse during official opening hours, Monday to Friday between 08:30 and 15:30, unless otherwise expressly authorised in writing. The Company may refuse collection outside these hours and shall not be liable for any resulting delays or inconvenience.

3.2 Authorisation to Collect

The Customer may collect Products only upon express notification or authorisation from The Company. Notification is typically provided by telephone, however, where The Customer cannot be reached, notification may be issued by email or any other reasonable means.

3.3 Inspection Prior to Collection

For unassembled Products, The Company and The Customer shall jointly inspect the Products prior to loading onto The Customer’s transport vehicle.

Upon joint confirmation that the Products are free from visible damage, The Company shall bear no further responsibility for any damage, defect, or deterioration occurring thereafter, subject to Section 3.5.

3.4 Adequacy of Customer Transport Vehicle

If, in The Company’s reasonable discretion, The Customer’s transport vehicle is deemed unsuitable or inadequate for the safe transport of the Products, or contains objects that may pose a risk of damage, The Company shall notify The Customer accordingly.

In such circumstances, and where The Customer proceeds with collection despite such notification, any damage occurring during or after loading shall be entirely at The Customer’s risk, and The Company shall bear no liability.

3.5 Liability After Collection

Upon completion of collection, all risk of loss or damage to the Products shall pass immediately to The Customer. The Company shall not be liable for any damage arising from transportation, handling, storage, or assembly carried out by The Customer or by any third party engaged by The Customer, and no claims shall arise against The Company in respect thereof.

4. Storage

4.1 Company delivery Policy

The Company endeavours to deliver Products as promptly as reasonably possible following their arrival at its warehouse. This practice is intended to minimise inconvenience to The Customer, optimise warehouse operations, and maintain an efficient delivery and logistics workflow. Any delivery timelines provided, are therefore estimates only and shall not constitute a guarantee, unless expressly agreed in writing by The Company.

4.2 Temporary Free Storage

Where The Customer’s Premises are not ready to receive the Products, The Company is ready to provide temporary storage free of charge for a maximum period of three (3) weeks from the date The Customer is notified of the Products’ arrival at the warehouse, unless otherwise agreed or specified by The Company in writing.

4.3 Post–Free Storage Procedures

Upon expiry of the three (3) week free storage period, The Customer shall be contacted and required to attend the warehouse to verify the Products prior to settlement of any outstanding balance. Thereafter, storage charges shall accrue on a fortnightly basis, calculated according to the volume of Products stored and the rate in effect at the time of the agreement. Such charges shall continue until delivery, collection, or removal of the Products occurs.

The Customer is required to provide an approximate indication of the intended long term storage period, with a tolerance of ±2 weeks.

4.4 Maximum Storage Period and Disposal

The Company shall store the Products for a maximum period of one (1) year from the termination of the Free Storage period.

Upon expiration of this period, The Company shall issue a final written notice requiring The Customer, within the timeframe specified in the notice, to either:

(a) arrange collection or delivery of the Products; or (b) arrange alternative storage at The Customer’s sole cost and responsibility.

If The Customer fails to comply with the final notice within the specified period, The Company may dispose of the Products in any manner it deems appropriate. Upon such disposal, The Customer shall irrevocably forfeit all rights, title, ownership, and claims to the Products, and no refund, compensation, or credit shall be due.

5. Warranty Terms

5.1 Warranty Coverage

The Products are covered by a limited warranty against manufacturing defects only, for a period of two (2) years, unless a different warranty period is expressly specified in writing for a particular Product (the “Warranty Period”). The Warranty Period shall commence on the date of purchase as stated on the original invoice issued by an authorised seller.

This warranty applies exclusively to defects in materials or workmanship arising under normal and intended use of the Products. The warranty does not extend to defects, damage, or failures resulting from causes other than manufacturing defects, as further detailed in Section 5.2.

Any Product claimed as defective under this warranty that is reasonably transportable by a small personal vehicle must be delivered by the Customer to the Company’s warehouse for inspection and warranty evaluation. Where the Customer requests a site inspection for such Products, a site inspection fee shall apply.

For larger or non-portable Products, including but not limited to furniture, The Company may arrange a site inspection at no charge for the purpose of assessing a potential manufacturing defect and possibly repair on site. However, if the Product is determined not to be defective, including but not limited to instances where the issue arises from incorrect use, lack of familiarity with Product features, failure to connect to power sources, engaged safety mechanisms (such as castor brakes), or other similar non-defect-related causes, the Company reserves the right to charge a site inspection and service fee.

5.2 Exclusions from Warranty Coverage

The warranty shall not apply to any defect, damage, deterioration, or failure caused by, arising from, or related to any of the following circumstances:

5.2.1 General Exclusions

It does not cover damage, defects, or failures resulting from misuse, improper installation by The Customer or any third-party installers not authorized by the Guarantor, unauthorised modification, normal wear and tear, or any cause not directly attributable to a manufacturing defect.

5.2.2 Misuse or Improper Use

Use of the Product in a manner inconsistent with its intended purpose or contrary to the Product’s use, maintenance, or cleaning instructions, including but not limited to:

• • Exceeding the Product’s certified load or capacity
  • Use of unsuitable or abrasive cleaning agents or other chemicals
  • Use of indoor-only Products in outdoor environments

5.2.3 Physical Damage

Including but not limited to, damage or failures resulting from improper installation by the Customer or by any third party not expressly authorised by the Guarantor, as well as any unauthorised alteration, modification, or adaptation of the Product.

5.2.4 Damage to Vulnerable Components

Including but not limited to, damage, deformation, abrasion, scratching, or deterioration of components such as bases, castors, glides, finishes, worktops, or similar elements resulting from improper, excessive, or negligent use.

5.2.5 Unauthorized Maintenance or Repair

Including but not limited to, damage arising from maintenance, repair, servicing, or replacement of components carried out by the Customer or any third party not expressly authorised by the Guarantor.

5.2.6 Normal Wear and Tear

Normal wear and tear includes, without limitation, natural ageing, gradual deterioration, cosmetic changes, and reduced performance resulting from ordinary and intended use over time, including routine operation, maintenance, handling, and exposure to environmental conditions. This includes, but is not limited to, fading, scratching, scuffing, loosening, misalignment, and minor deformation.

Without limiting the foregoing, normal wear and tear includes the degradation or failure of consumable or high-wear components designed to require periodic adjustment, servicing, or replacement, including castor wheels, drawer runners, hinges, gas lifts, keys, locks, handles, finishes, and other mechanical or moving parts.

Normal wear and tear does not include damage caused by misuse, neglect, improper handling, unauthorised modification, failure to follow instructions, or use outside the intended purpose.

5.2.7 Improper Environmental Conditions

Including, but not limited to, damage caused by the storage, installation, or use of the Product in unsuitable or extreme environmental conditions, such as excessive humidity, moisture exposure, water-prone locations, significant temperature variations, direct or prolonged sunlight, poor ventilation, or corrosive, chemically aggressive, or otherwise unstable environments.

5.2.8 Natural Characteristics of Leather and Other Materials

Products manufactured using leather, wood, veneer, or other natural materials may exhibit inherent natural variations, including but not limited to wrinkles, scars, marks, grain variations, colour shading, tonal differences, texture irregularities, or other naturally occurring characteristics, as well as changes resulting from misuse or improper care. Such variations are not defects and shall not constitute grounds for warranty claims.

The above provisions also apply to Products ordered at a later date, including those made from synthetic materials, which may differ in colour, finish, grain, texture, or overall appearance from previously ordered Products. Such variations may result from the inherent characteristics of the materials used or from changes implemented by material manufacturers and shall not entitle the Customer to any claims, compensation, or remedies of any kind.

5.2.9 Costs of Inspections, Site Visits, and Ancillary Services

Unless expressly stated otherwise in writing by the Guarantor, the warranty does not cover, and the Guarantor shall not be liable for, any costs associated with:

• • Site visits for inspection, assessment, or diagnosis of alleged defects or damage
  • Call-out or visit charges for damage inspection
  • Visits to site for repairs, adjustments, or replacement of Products or components
  • Re-positioning, removal, or re-installation of furniture
  • Re-positioning, removal, or replacement of accessories
  • Any associated labour, handling, access, or logistical costs

Such costs shall be borne solely by the Customer, regardless of whether a warranty claim is subsequently accepted, unless the Guarantor has expressly agreed otherwise in writing in advance.

5.2.10 Access, Site Conditions, and Health & Safety Limitations

The warranty does not apply where access to the Product is restricted, unsafe, or non-compliant with applicable health and safety regulations, or where special permits, equipment, or procedures are required. Any additional costs incurred due to restricted access, working at height, confined spaces, or site-specific safety requirements shall be borne by the Customer unless otherwise agreed in writing.

5.2.11 Force Majeure and External Events

The warranty does not cover defects, damage, or failures resulting from events beyond the Guarantor’s reasonable control, including but not limited to:

• • Fire, flood, storm, lightning, earthquake, or subsidence;
  • Vandalism, theft, civil disturbance, war, or terrorism;
  • Pandemic-related impacts or other acts of God.

5.2.12 Product Identification and Proof of Purchase

Warranty coverage is conditional upon the Customer’s ability to provide proof of purchase, order reference, serial numbers, or other reasonable product identification. Failure to provide such documentation may result in denial of warranty coverage.

5.3 Claims After Expiration of Warranty

Any claims submitted after the expiration of the Warranty Period shall be treated as non-warranty service requests and shall be subject to evaluation, availability, and payment by The Customer. Such requests shall be handled at the sole discretion of the Guarantor, including the determination of applicable repair methods, timelines, and costs.

5.4 Method of Remedy

Where a valid warranty claim is confirmed, the Guarantor shall, at its sole discretion, determine the appropriate remedy, which may include repair, replacement of the defective component or Product, or an alternative solution deemed reasonable. The Guarantor’s decision regarding the method of remedy shall be final and binding.

5.5 Returns and Credit Notes

5.5.1 Limited Right of Return

Returns of Products covered by an invoice are accepted only within three (3) calendar days from the invoice date, strictly subject to the prior written approval of The Company.

All Products presented for return must be unused, in immaculate condition, and free from any damage, defect, alteration, soiling, or signs of wear, and must be returned complete with all original components, accessories, packaging, and documentation. The Company reserves the right to inspect all returned Products and to refuse any return that does not fully comply with these conditions.

5.5.2 No Cash Refunds

Returned Products are not eligible for a cash refund under any circumstances, except where such refund is expressly required by applicable law. Where a return is accepted, The Company shall, at its sole and absolute discretion, either:

(a) issue a credit note equivalent to the original purchase value of the returned Product, excluding any delivery, installation, assembly, or other service charges, such credit note to be used exclusively against future purchases from The Company; or

(b) offer a replacement Product of equivalent value, subject at all times to availability and Company approval.

5.5.3 Credit Notes

All credit notes issued are non-transferable, may not be redeemed for cash, and must be used strictly in accordance with the terms stated on the credit note. Credit notes may be subject to an expiry date as specified on the document.

5.5.4 Discretionary Refusal and Charges

The Company reserves the absolute right to refuse any return, except where required by applicable law. Where a return is accepted, The Company may apply handling, inspection, administrative, or restocking charges, at its discretion.

6. General Provisions

6.1 Governing Law and Jurisdiction

These Terms and Conditions shall be governed by and construed in accordance with the laws of Maltese Law. Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Malta.

6.2 Limitation of Liability

Except as expressly provided in these Terms, The Company shall not be liable for any indirect, incidental, consequential, or special damages, including loss of profit, loss of business, or loss of use, arising from or in connection with the Products or Services, whether in contract, tort, or otherwise.

6.3 Force Majeure

The Company shall not be liable for any failure or delay in the performance of its obligations where such failure or delay is caused by circumstances beyond its reasonable control, including, but not limited to, acts of God, natural disasters, extreme weather events, fire, flood, strikes or other industrial disputes, pandemics or public health emergencies, governmental or regulatory actions, shortages of materials or labour, utility failures, transport delays or disruptions, or any other unforeseen events beyond the Company’s reasonable control.

6.4 Customer Indemnity

The Customer shall indemnify, defend, and hold harmless The Company from any claims, damages, losses, or expenses arising from The Customer’s misuse of the Products, breach of these Terms, or acts of any third party engaged by The Customer.

6.5 Retention of Title / Ownership

Legal and beneficial title to the Products shall remain with the Company until full and final payment of all amounts due and payable has been received in cleared funds. Until such payment is made, the Customer shall not sell, transfer, pledge, encumber, lease, or otherwise dispose of or deal with the Products in any manner without the Company’s prior written consent. In the event that the Customer sells, transfers, or otherwise disposes of the Products prior to final settlement, the Customer shall remain fully liable to pay the entire outstanding balance in accordance with the original order and payment terms, notwithstanding such sale or disposal.

6.6 Intellectual Property

All intellectual property rights in relation to the Products, including designs, trademarks, and technical documentation, remain the property of The Company. The Customer shall not copy, reproduce, or use such intellectual property without prior written consent.

6.7 Notices and Communications

Any notice or communication under these Terms shall be deemed received when delivered by email, courier, or recorded delivery to the contact details provided by The Customer.

6.8 Data Protection / Privacy

The Company shall collect, store, and process Personal Data in accordance with the General Data Protection Regulation (GDPR) and all applicable data protection laws. Personal Data shall be used solely for the purposes of order processing, delivery, warranty management, after-sales support, record-keeping, and related communications.

Personal Data may be disclosed to third parties only where legally required or where such parties are lawfully entitled to receive the information. In the event of a material breach of this Agreement by the Customer, the Company may disclose relevant information to such legally entitled parties, strictly in accordance with applicable law.

6.9 Entire Agreement

These Terms and Conditions constitute the entire agreement between The Company and The Customer in relation to the Products and Services and supersede all prior agreements, understandings, or representations, whether written or oral.

6.10 Severability

If any provision or part of a provision of these Terms is held by a court or competent authority to be invalid, illegal, or unenforceable, such provision shall be deemed severed to the extent of such invalidity, illegality, or unenforceability, and shall not affect the validity, legality, or enforceability of the remaining provisions, which shall continue in full force and effect. Where possible, any severed provision shall be construed or replaced with a valid and enforceable provision that most closely reflects the original intent of the parties.

6.11 Amendments

The Company reserves the right, at its sole discretion, to revise, amend, modify, or update these Terms and Conditions at any time as it deems necessary to safeguard its legal position, commercial interests, or operational requirements.

Any such amendments shall be effective from the date stated as the “Last Updated” or “Effective Date” on the revised version of the Terms and Conditions, which shall be clearly and visibly indicated.

Unless expressly stated otherwise, any revised Terms and Conditions shall apply only to orders placed on or after the stated effective date. All orders placed prior to the effective date of the revised Terms shall continue to be governed by the version of the Terms and Conditions in force at the time such orders were placed.

Continued use of the Products or Services after the effective date of any updated Terms shall constitute acceptance of the revised Terms in respect of any new or subsequent orders.

6.12 Acknowledgment

By placing an order, collecting, or accepting delivery of the Products, the Customer irrevocably acknowledges, represents, and warrants that they have had full opportunity to read, review, and understand these Terms and Conditions, and that they knowingly and unconditionally agree to be legally bound by them in their entirety. This includes, without limitation, all provisions relating to Delivery, Collection, Storage, Payment, Late Interest, Warranty, Limitation and Exclusion of Liability, Force Majeure, Customer Indemnity, Retention of Title, Intellectual Property, Data Protection, and Notices, whether or not such provisions are expressly referenced at the time of ordering.

The Customer expressly accepts the allocation of risk, remedies, limitations of liability, exclusions, and obligations set out in these Terms as fair and reasonable in all circumstances, and acknowledges that such allocation forms an essential basis of the agreement between the parties. The Customer further agrees that any breach or failure to comply with these Terms may result, at the Company’s sole discretion, in additional charges, suspension or termination of services, withholding of delivery, enforcement of security or retention of title rights, recovery of costs and expenses, and/or any other remedies available to the Company under these Terms, at law, or in equity.

The Customer acknowledges and agrees that ignorance of, failure to read, or failure to understand these Terms and Conditions, whether in whole or in part, shall not excuse performance, relieve the Customer of any obligation, or entitle the Customer to dispute, challenge, avoid, or otherwise contest the validity, applicability, or enforceability of any provision of these Terms. Acceptance of the Products, whether by delivery, collection, use, resale, or otherwise dealing with the Products, shall constitute conclusive and binding evidence of the Customer’s acceptance of these Terms.