Terms and Conditions

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Terms and Conditions
The following standard terms and conditions (Terms) apply to and form part of any contract
created for the manufacture and supply of truck bodies and related products (Goods), the
provision of related design, customisation, installation and other services (Services) by Kirin
industries Holdings Pty Ltd ACN 658 160 493 as trustee for Kirin Industries Discretionary Trust
ABN 39 734 678 273 (Kirin Industries) to its customer, who includes the individual, company
or any other business entity as the case may be (the Customer).
1. General:
1.1. All quotations, tenders, offers, purchase orders and contracts are made or accepted
and all Goods and/or Services are subject to acceptance by Kirin Industries and, if
accepted, are supplied subject to the Terms and any special terms and conditions
which are imposed or agreed to by Kirin Industries from time to time, unless varied in
writing by Kirin Industries. Unless otherwise expressly agreed to in writing by Kirin
Industries, any previous dealings between Kirin Industries and the Customer, or the
attempted imposition of additional or alternative terms and conditions by the
Customer, shall not vary or replace the terms and conditions or be deemed in any
circumstances whatsoever to do so.
1.2. The contract between Kirin Industries and the Customer shall be construed and take
effect in accordance with and be governed by the laws in force in the State of
Queensland and each party submits to the jurisdiction of the courts of Queensland in
relation to any dispute arising out of any contract.
1.3. Each of the provisions of any contract formed is severable from the others in that if at
any time one or more of such provisions is or becomes void, invalid or unenforceable
for any reason the remaining provisions of said contract will not be affected. In any
event that Kirin Industries is unable to supply the Customer's entire order, the Terms
shall continue to apply to the Goods and/or Services supplied.
1.4. The use and disposal of the Goods are not within Kirin Industries's control, regardless
of any assistance provided. Kirin Industries assumes no obligation or liability for the
suitability of its Goods in any specific end use application. It is the Customer's
responsibility to determine whether the Goods are appropriate for the Customer 's
use and purpose and to comply with all relevant regulations.
1.5. The Customer must not assign any rights under any contract entered into with Kirin
Industries, without Kirin Industries' prior written consent.
1.6. Except as required by mandatory operation of law (or as otherwise expressly provided)
all implied conditions are excluded.
THE TRUSTEE FOR KIRIN INDUSTRIES DISCRETIONARY TRUST
Manufacturing Centre: 146 Magnesium Drive, Crestmead QLD 4132 | Customer, Fit-Out & Delivery Centre: 55 Magnesium Drive, Crestmead QLD 4132
Telephone: 1800 0 KIRIN (1800 054 746) | Email: info@kirin.net.au

1.7. If Kirin Industries is prevented from supplying the Goods and/or Services resulting
from a Force Majeure Event, it shall be entitled to cancel the contract or the balance
of the contract between it and the Customer by notice in writing to the Customer and
the Customer shall not have any claim whether in contract, tort or otherwise, for
damages against Kirin Industries in respect of any such cancellation. The Customer
shall be liable to pay the reasonable charges of Kirin Industries up to the time of such
cancellation. Each party shall as soon as the Force Majeure Event ceases to affect its
performance or its obligations under this Agreement, resume compliance with its
obligations. Delivery of the Goods shall be extended by at least the period of the Force
Majeure Event.
1.8. Kirin Industries may, from time to time, collect personal information from the
Customer for the primary purpose of supplying the Goods and/or Services in
accordance with the terms of its Privacy Policy and the provisions of the Privacy Act
1988 (Cth).
2. Quotation
2.1. Kirin Industries may, upon request by the Customer, provide the Customer with a
quote which sets out the work (including Truck Body specifications if any) required to
be done or services required to be provided in accordance with the Customer's
instructions and an estimate of the amount payable to perform such work (Quote).
2.2. Unless expressly stated otherwise, any Quote provided by Kirin Industries is valid for
thirty (30) days.
2.3. Each Quote accepted by the parties forms part of the contract between the Customer
and Kirin Industries, and is deemed to be incorporated into the Terms.
2.4. The Customer will have accepted the Quote by: (a) signing and returning a copy of the
Quote; (b) providing instructions (either orally or in writing) to Kirin Industries to
commence work after receiving the Quote; or (c) contacting and advising Kirin
Industries of its acceptance of the Quote.
2.5. Any Quote is made by Kirin Industries on the basis that the addressee is the Customer,
and that any order authorisation or contract, formal or informal, will be binding on the
addressee or on the basis that the addressee is: (a) a representative who is validly
appointed and has authority to act on behalf of the Customer in accordance with
Section 129 of the Corporations Act 2001 (Cth); or (b) the agent of a third party with
lawful authority to bind its client in a contract for the quoted work and/or Services.
2.6. Kirin Industries need not commence work until the Quote has been accepted by the
Customer in accordance with Clause 2.4.
THE TRUSTEE FOR KIRIN INDUSTRIES DISCRETIONARY TRUST
Manufacturing Centre: 146 Magnesium Drive, Crestmead QLD 4132 | Customer, Fit-Out & Delivery Centre: 55 Magnesium Drive, Crestmead QLD 4132
Telephone: 1800 0 KIRIN (1800 054 746) | Email: info@kirin.net.au

2.7. Once the Quote has been accepted by the Customer, it is irrevocable and cannot be
deferred, cancelled or suspended by the Customer unless otherwise agreed to in
writing by Kirin Industries.
2.8. The Customer indemnifies Kirin Industries for any costs or loss of profits from the
deferral, cancellation or suspension of the Quote that has been accepted by the
Customer.
2.9. Any Quote by Kirin Industries (whether accepted or not) may be varied or withdrawn
by Kirin Industries at any time up to the time of delivery of Goods or provision of
Services. Kirin Industries expressly excludes any liability for any costs or damages
incurred by the Customer or their Related Entities, employers and agents due to Kirin
Industries varying or withdrawing the Quote at any time.
2.10. Any Quote relating to the supply of the Goods and/or Services are based on the
information supplied by the Customer. The Customer warrants such information are
in a correct state and free from any defects and errors. Kirin Industries takes no
responsibility for errors in respect of the Goods or Services, quantity or price described
in any Quote.
2.11. If, in the period between acceptance of the Quote and delivery of the relevant Goods
and/or Services, Kirin Industries incurs an increase in the cost of producing and/or
delivering the Goods and/or Services, Kirin Industries reserves its right to increase the
quoted price of the Goods and/or Services any time prior to delivery.
3. Price
3.1. The price for the supply of the Goods and/or Services may be subject to any price
variation made before or after the acceptance of the Quote, order or contract and also
during the currency of any order or contract, either made orally or in writing, unless
otherwise stated in writing.
3.2. All quoted prices are based on the description of work indicated in any Quote, tender,
offer, order or contract. Kirin Industries reserves its right to change the price should
the amount of work change due to factors outside Kirin Industries' control including
and without limitation to: (a) any relevant representation made by the Customer is
incorrect, incomplete or otherwise deficient; (b) any fluctuations in currency value; or
(c) any rise or fall in the amounts payable for labour, charges, in the amounts charged
to Kirin Industries by its suppliers.
3.3. The Customer acknowledges and agrees that no variation to the price in accordance
with Clause 3.2 shall entitle the Customer to cancel an accepted quote.
3.4. Unless otherwise stated, all prices quoted for the Goods and Services are exclusive of
GST.
THE TRUSTEE FOR KIRIN INDUSTRIES DISCRETIONARY TRUST
Manufacturing Centre: 146 Magnesium Drive, Crestmead QLD 4132 | Customer, Fit-Out & Delivery Centre: 55 Magnesium Drive, Crestmead QLD 4132
Telephone: 1800 0 KIRIN (1800 054 746) | Email: info@kirin.net.au

3.5. The Customer shall be liable for all excise, sales, GST or any other tax, charge or
government impost on the Goods and/or Services in addition to the price. Where
Goods and/or Services are subject to GST, the Customer must pay GST at the same
time as payment for the Goods and/or Services is made.
3.6. Unless otherwise agreed, all prices quoted by Kirin Industries do not include the cost
of delivery of Goods.
4. Payment
4.1. Unless an account is held with Kirin Industries, payment terms are cash or Electronic
Funds Transfer upon delivery or collection of Goods or provision of Services. Where
an account is held with Kirin Industries, payment must be made by the Customer in
accordance with the terms set out in that account.
4.2. If the Customer does not pay Kirin Industries on time pursuant to the Terms, Kirin
Industries may: (a) without notice to the Customer, withdraw or vary any credit
facilities Kirin Industries previously provided (if any); and/or (b) withhold the delivery
or collection of the Goods indefinitely until full payment has been made.
4.3. In the event that the Customer fails to make payment when due pursuant to the Terms,
the amount unpaid will incur compound interest at the rate of 3% per month on the
amount outstanding, compounding daily, in respect of each day that the amount
outstanding remains unpaid until the date payment is received.
4.4. If the Customer fails to pay any amount that is due and payable pursuant to the Terms,
Kirin Industries reserves its right to suspend or terminate the contract. Kirin Industries
is also entitled to appoint a debt collector or debt collection agency and/or initiate
legal action seeking recovery of all monies as well as interest on the unpaid amount
(both before and after judgment, where applicable) and the Customer acknowledges
and agrees that it must pay Kirin Industries any and all costs it incurs associated with
enforcing its rights under the Terms, including and without limitation to recovery of
the unpaid amount, legal costs, administration costs and all other costs relating to
debt collection.
4.5. The Customer shall provide a security deposit for payment if it is indicated on the
Quote accepted by the Customer (Security Deposit). If the Security Deposit is not
provided as set out in the Quote, Kirin Industries is not required to undertake work
until such Security Deposit is provided.
4.6. If the Customer defaults under the Terms, Kirin Industries may, not less than 14 days
after written notice to the Customer and without limiting any rights of Kirin Industries,
THE TRUSTEE FOR KIRIN INDUSTRIES DISCRETIONARY TRUST
Manufacturing Centre: 146 Magnesium Drive, Crestmead QLD 4132 | Customer, Fit-Out & Delivery Centre: 55 Magnesium Drive, Crestmead QLD 4132
Telephone: 1800 0 KIRIN (1800 054 746) | Email: info@kirin.net.au

resort to and otherwise apply the Security Deposit towards satisfaction of the default,
or otherwise to compensate Kirin Industries for any claim because of that default.
4.7. Failure by any third party to make payment to the Customer for Goods and/or Services
supplied by Kirin Industries must not be valid grounds for nonpayment by the
Customer.
5. Retention of Title to Goods and PPSA:
5.1. The legal and equitable title to Goods manufactured, supplied and sold by Kirin
Industries to the Customer will not pass from Kirin Industries to the Customer until the
later of: (a) unconditional payment in full and was made in cleared funds to Kirin
Industries for those Goods; and (b) unconditional payment in full and was made in
cleared funds of any and all other amounts owing or unpaid by the Customer to Kirin
Industries on any account, including but not limited to in respect of Goods previously
or subsequently supplied to the Customer.
5.2. Until such time as title to Goods passes to the Customer under Clause 5.1: (a) the
Customer will hold the Goods as a fiduciary and as bailee for Kirin Industries and will
be responsible for any loss, damage or conversion of the Goods; (b) the Customer must
store the Goods physically separate from the other goods of the Customer and in such
a manner as to identify the Goods and show clearly that they are owned by and remain
Kirin Industries' property; (c) Kirin Industries may, at its discretion, enter any premises
owned or occupied by the Customer or its agents to take possession of any Goods to
which title has not passed and where payment on any account is overdue, or inspect
the Goods or inspect the Customer's books and records regarding the Goods at any
time; (d) subject to the Customer's right to possess, sell or otherwise deal with the
Goods in respect of which title has not passed to the Customer under Clause 5.1 not
having ceased, and despite the above, the Customer may only use the Goods in the
ordinary course of the Customer 's business, or sell the Goods in the ordinary course
of the Customer's business, provided that where the Customer sells Goods, it will do
so as principal and the Customer will have no power to commit Kirin Industries to any
contract or otherwise or to any liability, but as between the Customer and Kirin
Industries, the Customer will sell as fiduciary agent and hold all proceeds on trust for
Kirin Industries. When the Customer is not paid by that third party, the Customer must
at the request of Kirin Industries assign its claim against that third party to Kirin
Industries. The Customer must pay the stamp duty on any such assignment (if
any). For the purpose of perfecting any such assignment the Customer irrevocably
appoints Kirin Industries as its agent and holds the book debt arising from such sale
and, upon payment of such debt, the proceeds of sale (but only to the extent of the
monies and any outstanding interest owing to Kirin Industries) upon trust for Kirin
Industries; and (e) the Customer must ensure that the Goods are not and will not be
subject to any encumbrance or other security interest including a lien granted or
created in favour of any third party whether under contract, statute or common law
without Kirin Industries' prior written consent. Without limiting Kirin Industries' rights,
THE TRUSTEE FOR KIRIN INDUSTRIES DISCRETIONARY TRUST
Manufacturing Centre: 146 Magnesium Drive, Crestmead QLD 4132 | Customer, Fit-Out & Delivery Centre: 55 Magnesium Drive, Crestmead QLD 4132
Telephone: 1800 0 KIRIN (1800 054 746) | Email: info@kirin.net.au

if the Customer becomes aware of a third party's interest in or relating to an
encumbrance or other security interest, including a lien, in respect of the Goods, the
Customer must notify Kirin Industries immediately in writing and provide Kirin
Industries with all relevant details relating to the encumbrance or other security
interest, including the third party's full name and contact details, the nature of the
encumbrance or other security interest and the Goods subject to the encumbrance or
other security interest.
5.3. Despite this Clause 5, Kirin Industries is entitled to maintain an action against the
Customer for payment of the purchase price of Goods and/or Services.
5.4. The Customer acknowledges and agrees that Clause 5.1 creates a security interest
(including, where applicable, a purchase money security interest, as defined in the
PPSA) in Goods (and their proceeds, as defined in the PPSA) supplied by Kirin Industries
to the Customer from time to time.
5.5. The Customer agrees to do all things necessary and execute all documents required
by Kirin Industries to register each security interest in the Goods, and ensure that Kirin
Industries acquires a perfected security interest in the Goods, under the PPSA.
5.6. Until title to Goods passes to the Customer under Clause 5.1, the Customer waives its
rights under Sections 95, 118, 121(4), 129, 130, 132(3)(d), 132(4) 135, 142, 143, 157(1)
and 157(3) of the PPSA, to the extent that is permitted by law. Kirin Industries may
also contract out of any additional provision of the PPSA as determined by Kirin
Industries from time to time, provided that is also permitted under the PPSA.
5.7. Where Kirin Industries has rights in addition to those under Part 4 of the PPSA, those
rights continue to apply.
5.8. The Customer agrees that repossession and retention of Goods pursuant to the PPSA
will only satisfy so much of the amounts owing by the Customer to Kirin Industries as
is equivalent to Kirin Industries' estimation of the net realisable value of the Goods, or
their cost price (whichever is the lower) as at the date of repossession, and the
repossession and retention will immediately extinguish any rights or interest the
Customer has in the Goods.
5.9. Until title to Goods passes to the Customer under Clause 5.1, the Customer must not
give to Kirin Industries a written demand, or allow any other person to give to Kirin
Industries a written demand, requiring Kirin Industries to register a financing change
statement under the PPSA in respect of or affecting any Goods, or enter into or allow
any other person to enter into the personal property securities register a financing
change statement under the PPSA in respect of or covering the Goods.
5.10. The Customer will be responsible for payment of any fees (and any other costs) that
Kirin Industries incurs in relation to investigating, perfecting or registering Kirin
THE TRUSTEE FOR KIRIN INDUSTRIES DISCRETIONARY TRUST
Manufacturing Centre: 146 Magnesium Drive, Crestmead QLD 4132 | Customer, Fit-Out & Delivery Centre: 55 Magnesium Drive, Crestmead QLD 4132
Telephone: 1800 0 KIRIN (1800 054 746) | Email: info@kirin.net.au

Industries' security interest in the Goods, and those fees and costs may be added as a
charge on invoices issued by Kirin Industries to the Customer.
5.11. The Customer may not assign or factor the Customer's right and interest in any debt
owed by a Customer of the Customer to the Customer on account of the proceeds of
sale of any of Kirin Industries' Goods by the Customer on credit or deferred payment
terms, without Kirin Industries' prior written consent.
5.12. Subject to Section 275(7) of the PPSA and any provision of any other contract between
Kirin Industries and the Customer permitting Kirin Industries to disclose information,
Kirin Industries and the Customer agree that neither of them will disclose, or authorise
the disclosure of, information of the kind described in Section 275(1) of the PPSA in
relation to the Terms, any contract or any transaction contemplated by or effected
under the Terms or any contract.
5.13. The Customer must notify Kirin Industries in writing of any change in the Customer's
ownership or in the ownership of the Customer's business, or in the directors or
address of the Customer. Notwithstanding any change in the Customer's
ownership/trading structure or any notice by the Customer to Kirin Industries of such
change, the Customer will remain personally liable for the payment for any Goods
and/or Services supplied to, or ordered by, the Customer from Kirin Industries until
the Customer has received written confirmation from Kirin Industries that the
Customer's account has been closed and full payment has been received by Kirin
Industries.
6. Acceptance of Goods and/or Services
6.1. The Goods and/or Services shall be collected at Kirin Industries' warehouse.
Alternatively, the Goods may be delivered to the Customer's nominated address upon
the request and at the cost of the Customer.
6.2. The Customer is responsible for arranging collection or delivery of the Goods unless
otherwise stated, and Kirin Industries shall not be liable for any loss, damage, delay or
other liability arising whether directly or indirectly from the Goods not arriving by the
anticipated delivery date. Delivery costs shall be to the account of the Customer.
6.3. The Customer must inspect the Goods immediately upon delivery or collection and
give written notice to Kirin Industries with particulars of any claim that the Goods are
damaged, defective, non-conforming or otherwise not in accordance with the contract
on the same day of delivery or collection. The written notice should be emailed to
Kirin Industries Pty Ltd at info@kirin.net.au. If the Customer fails to give such notice,
then to the extent permitted by law, the Goods must be treated as having been
accepted by the Customer and shall be deemed to be in all respects in accordance with
the contract. The Customer must be bound to accept the same.
THE TRUSTEE FOR KIRIN INDUSTRIES DISCRETIONARY TRUST
Manufacturing Centre: 146 Magnesium Drive, Crestmead QLD 4132 | Customer, Fit-Out & Delivery Centre: 55 Magnesium Drive, Crestmead QLD 4132
Telephone: 1800 0 KIRIN (1800 054 746) | Email: info@kirin.net.au

6.4. The Customer must not accept the delivery of Goods and/or Services if at the time it
is insolvent or likely to become insolvent.
7. Warranty
7.1. Subject to the Customer's compliance with Clause 7.2, Kirin Industries warrants to the
Customer the Goods to be free of defects in workmanship for a period of 12 months
from the date of invoice.
7.2. To be entitled to a warranty claim the following conditions must be met: (a) the Goods
must be deemed faulty or not fit for its purpose; (b) the Customer must provide a copy
of the tax invoice or any proof of purchase issued by Kirin Industries; (c) the potential
claim must be within the warranty period as stated in Clause 7.1; (d) inspections to
determine assess claim and fault must be carried out by Kirin Industries or its
authorized repair agent; and (e) the cost of transportation to or from Kirin Industries
or its authorized repair agent is to be paid by the Customer.
7.3. The warranty will not apply where: (a) the Goods have been repaired, altered, or
modified by someone other than Kirin Industries or an authorized repair agent; (b)
Kirin Industries cannot establish any fault in the Goods after testing and inspection; (c)
the Goods have been used in a way that were not intended from their design; (d) the
defect in the Goods has arisen due to the Customer's failure to properly use and
maintain the Goods in accordance with Kirin Industries' instructions and
recommendations; (e) the Goods have been subject to abnormal conditions, including
but not limited to environment, temperature, water, fire, humidity, pressure, or stress;
(f) the defect has arisen due to abuse, misuse, or neglect; (g) unauthorized parts or
accessories have been used on or in conjunction to the Goods; or (h) the defect is the
result of wear and tear.
7.4. The Customer must: (a) immediately notify Kirin Industries of any defect in the Goods
including any defect in a component or part; (b) immediately make available to Kirin
Industries the Goods, component or part the subject of the warranty claim for either
repair, replacement or to pursue a third party claim; and (c) provide all reasonable
assistance to Kirin Industries in seeking to recover any amount or in making any claim
against a third party.
7.5. If the Services are performed on behalf of Kirin Industries by a sub-contractor, those
Services are subject only to the then applicable sub-contractor's warranty, details of
which will be made available to the Customer upon request to Kirin Industries in
writing and except to the extent prohibited by law, all other warranties in relation to
the Goods and Services provided on behalf of Kirin Industries by are sub-contractor
are excluded.
THE TRUSTEE FOR KIRIN INDUSTRIES DISCRETIONARY TRUST
Manufacturing Centre: 146 Magnesium Drive, Crestmead QLD 4132 | Customer, Fit-Out & Delivery Centre: 55 Magnesium Drive, Crestmead QLD 4132
Telephone: 1800 0 KIRIN (1800 054 746) | Email: info@kirin.net.au

8. Limited Liability: Any liability of Kirin Industries, if any, to the Customer arising from
the supply of Goods and/or Services by Kirin Industries or pursuant to any contract
with Kirin Industries is limited to the following, as is deemed appropriate by Kirin
Industries in each instance: (a) the repair by Kirin Industries of the Goods, (b) the
resupply by Kirin Industries of replacement Goods at no additional charge to the
Customer; or (c) the refund of the invoice price paid by the Customer, for the Goods
giving rise to the liability, whether the liability arises for breach of contract or at
common law, or by a negligent act or omission or recklessness of Kirin Industries, a
Related Entity, or employees, sub-contractor, representatives or agents of Kirin
Industries.
9. Exclusion of Damages and Consequential Loss:
9.1. Kirin Industries shall in no circumstances be liable for or have any liability (including
liability in negligence) for any form of damages including but not limited to incidental,
indirect, special, consequential or general damages or loss, or otherwise due to
circumstances beyond Kirin Industries' reasonable control in connection with or
arising out of, or loss suffered or incurred as a result of or caused by, whether directly
or indirectly, the supply, performance or use of any Goods and/or Services supplied or
performed as the case may be by Kirin Industries to or for the Customer or any person,
or any failure to supply Goods or to perform any Services in excess of the limitation
provided in Clause 8.
9.2. Where, at the Customer's request, Kirin Industries manufactures the Truck Body to a
design, specification, or in compliance with the Customer's instructions or suggestions
as to design, materials, method of construction or otherwise, Kirin Industries shall not
be liable for the practicability or performance of (in part or in whole) the output or
result of such designs, specifications, instructions or recommendations and shall not
be liable for any loss or damage caused to the Customer or any other person as a result
of defects or inaccuracies caused by reliance on such design, specifications or
recommendations.
10. Indemnity
10.1. The Customer indemnifies Kirin Industries, regardless of any negligence on the part of
Kirin Industries, against: (a) all losses incurred by Kirin Industries; (b) all liabilities
incurred by Kirin Industries; and (c) all costs actually payable by Kirin Industries to its
own legal and other expenses incurred by Kirin Industries in connection with a demand,
action, arbitration or other proceeding (including mediation, compromise, out of court
settlement or appeal); arising directly or indirectly as a result of or in connection with
the supply of Goods and/or Services by Kirin Industries to the Customer.
10.2. The Customer must pay to Kirin Industries all liabilities, costs and other expenses
referred to in this Clause, whether or not Kirin Industries has paid or satisfied them.
10.3. If the Customer's truck which is in the care and control of Kirin Industries are damaged
or destroyed, Kirin Industries will only be liable to the extent of any indemnity
THE TRUSTEE FOR KIRIN INDUSTRIES DISCRETIONARY TRUST
Manufacturing Centre: 146 Magnesium Drive, Crestmead QLD 4132 | Customer, Fit-Out & Delivery Centre: 55 Magnesium Drive, Crestmead QLD 4132
Telephone: 1800 0 KIRIN (1800 054 746) | Email: info@kirin.net.au

provided by Kirin Industries' insurance even if the damage or destruction of the truck
arises as a result of the negligent or wilful act or omission of Kirin Industries.
11. Intellectual property
11.1. The Customer acknowledges and agrees that: (a) Kirin Industries owns the Intellectual
Property Rights in all documents, drawings, specifications and any other materials
produced by Kirin Industries or on behalf of Kirin Industries in connection with the
Goods or Services, and these shall not be reproduced without the written consent of
Kirin Industries (Kirin Industries' IP). (b) the Customer acquires no rights in Kirin
Industries' IP or any other material provided under this Agreement; and (c) the
Customer must not use Kirin Industries' IP for any purpose except for the use of the
Truck Body.
11.2. The Customer agrees that: (a) it must not register or apply to register any rights in
relation to the Truck Body and its specifications and/or modifications, including a
patent, design, trademark or copyright, anywhere in the world; (b) it must not
challenge, question or in any way impair: (i) Kirin Industries' IP; (ii) any interest which
Kirin Industries has in the Truck Body and its specifications and/or modifications; (iii)
the validity of any registrations in relation to the Truck Body and its specifications
and/or modifications; or (iv) any application by Kirin Industries to register any rights,
including a patent, design, trade mark or copyright, in relation to the Truck Body and
its specifications and/or modifications.
11.3. The Customer must immediately notify Kirin Industries in writing if it becomes aware
of: (a) any infringement or threatened infringement of Kirin Industries' IP; (b) any claim
by a third party in relation to Kirin Industries' IP, including a claim that the Truck Body
infringes a third party's rights; or (c) any attempts, threats or notices to oppose any
application, cancel, remove or otherwise challenge any registrations or applications
relating to the Truck Body or Kirin Industries' IP or other challenges to the Truck Body
or Kirin Industries' IP, and the Customer must not take any steps in relation to such
infringement, claims or conduct without Kirin Industries' prior written consent.
11.4. The Customer must, on the request of Kirin Industries, provide assistance and
information in relation to: (a) any infringement, claims or conduct referred to in Clause
11.3; and (b) Kirin Industries‘ IP, any enforcement or defence of Kirin Industries' IP, or
any application the Customer makes to register any intellectual property rights in
respect of the Truck Body and its specifications and/or modifications.
12. Dispute: (a) Any dispute arises from the quotations, tenders, offers, orders and
contracts between Kirin Industries and the Customer which cannot be settled between
the parties by direct negotiation, must be referred to a mediator of mutual agreement.
(b) The parties agree that expenses associated with the mediation is to be borne by
the parties equally. (c) A party to the dispute must not commence court or arbitration
THE TRUSTEE FOR KIRIN INDUSTRIES DISCRETIONARY TRUST
Manufacturing Centre: 146 Magnesium Drive, Crestmead QLD 4132 | Customer, Fit-Out & Delivery Centre: 55 Magnesium Drive, Crestmead QLD 4132
Telephone: 1800 0 KIRIN (1800 054 746) | Email: info@kirin.net.au

proceedings relating to the dispute unless that party has participated in a mediation
in accordance with. This Clause does not apply to an application for urgent
interlocutory relief.
13. Return of Goods
13.1. If the Customer considers that the Goods do not comply with Clause 7, the Customer
must provide written notice to Kirin Industries making such claim within the relevant
warranty period referred to in Clause 7.1.
13.2. If the Customer does not provide any notice in accordance with Clause 13.1 the
Customer is deemed to have accepted the condition and correctness of the Goods
ordered and received.
13.3. If notice is provided by the Customer in accordance with Clause 13.1, Kirin Industries
may determine, at its sole discretion, to accept the return of the Goods for its own
assessment or determine that the Goods should be returned to Kirin Industries for its
determination.
13.4. Where any Goods are returned to Kirin Industries or the manufacturer in accordance
with clause 13.3, the Goods remain at the Customer's risk pending acceptance of
liability by Kirin Industries or the manufacturer. The Customer is to pay the freight and
other cost of returning the Goods unless the reason for return is directly and wholly
caused by an error of Kirin Industries or the manufacturer in which case only the
freight for the return will be paid for by Kirin Industries or the manufacturer,
respectively.
13.5. Any acceptance of delivery back from the Customer by Kirin Industries or the
manufacturer of the Goods prior to Kirin Industries or the manufacturer (as the case
may be) accepting responsibility in relation to the Goods, will be by Kirin Industries or
the manufacturer of the Goods (as the case may be) as agent for the Customer and is
not to be taken as any acceptance of any liability by Kirin Industries or the
manufacturer of the Goods.
13.6. Subject to the Australian Consumer Law and the warranties provided in Clause 7 and
without limitation to Kirin Industries' discretion to accept the return of the Goods,
Kirin Industries is not required to accept Goods that: (a) are not returned within 30
days of the date of the notice provided by the Customer in clause 13.1; (b) are obsolete,
incomplete, damaged by the someone other than Kirin Industries (save for the defect
causing the return) or otherwise imperfect; (c) were specially procured or cut to length
by Kirin Industries; (d) are not in the original undamaged/unmarked state, or as
supplied and remain in good condition and with all documentation such as instructions.
THE TRUSTEE FOR KIRIN INDUSTRIES DISCRETIONARY TRUST
Manufacturing Centre: 146 Magnesium Drive, Crestmead QLD 4132 | Customer, Fit-Out & Delivery Centre: 55 Magnesium Drive, Crestmead QLD 4132
Telephone: 1800 0 KIRIN (1800 054 746) | Email: info@kirin.net.au

13.7. The amount of credit allowed in respect of the Goods returned, if any, may be subject
to a service charge at Kirin Industries' rate currently in effect, unless these Terms
specifically state otherwise.
13.8. The Customer is responsible for Goods lost or damaged in transit during return to Kirin
Industries or the manufacturer and the risk remains with the Customer until the Goods
are received by Kirin Industries.
13.9. Any dispute relating to this clause is to be determined in accordance with clause 12.
14. Termination: (a) The Customer may only terminate the contract (or part of the
contract) by written notice to Kirin Industries prior to the commencement of any
quoted work by Kirin Industries. The Customer acknowledges and agrees that it will
be liable for and must pay to Kirin Industries on demand all costs and expenses
incurred by or on account of Kirin Industries prior to the time of termination that relate
directly or indirectly to the termination by the Customer. (b) If the Customer commits
a Material Breach, Kirin Industries may, at its sole discretion and without limiting its
other rights under the Terms, terminate the contract by written notice to the
Customer.
15. Definitions
15.1. Australian Consumer Law means Schedule 2 of the Competition and Consumer Act
2010 (Cth) as amended from time to time.
15.2. Business Day means a day (other than a Saturday, Sunday or public holiday in Brisbane)
on which banks are open for business in Brisbane, Queensland, Australia.
15.3. Force Majeure Event means an event outside the control of a party, which includes
and without limitation to: (a) acts of god; (b) inclement or unseasonal weather; (c) fire,
explosion or flood; (d) rights or civil disturbances; (e) acts of terrorism; (f) acts of
government (except, in the case of an obligation of the Manufacturer, an act of
government arising from a failure by the Manufacturer to comply with its obligations
under this agreement); or (g) labour disturbances, strikes, go slows, black bans and
work practices.
15.4. GST means Goods and Services Tax or other tax that substitutes or replaces the Goods
and Services Tax from time to time.
15.5. Intellectual Property Rights means all current and future registered and unregistered
rights in respect of copyright, circuit layouts, designs, trademarks, know-how,
confidential information, patents, inventions and discoveries and all other intellectual
property.
THE TRUSTEE FOR KIRIN INDUSTRIES DISCRETIONARY TRUST
Manufacturing Centre: 146 Magnesium Drive, Crestmead QLD 4132 | Customer, Fit-Out & Delivery Centre: 55 Magnesium Drive, Crestmead QLD 4132
Telephone: 1800 0 KIRIN (1800 054 746) | Email: info@kirin.net.au

15.6. Material Breach means: a breach by the Customer referred to any of the following
Clauses in the Terms: Clauses 2.9; 3.3; 3.4; 3.5; 4; 5; 6; 7.2; 7.4; 11; and 13.
15.7. PPSA means the Personal Property Securities Act 2009 (Cth) as amended from time to
time.
15.8. Related Entity has the meaning given to it in the Corporations Act 2001 (Cth).
15.9. Truck Body means the truck body set out in the Quote.
15.10. Security Interest has the meaning given to it under the PPSA.
16. Interpretations: (a) Headings and bold type are for convenience only and do not affect
the interpretation of this agreement. (b) The singular includes the plural and the plural
includes the singular. (c) Words of any gender include all genders. (d) Other parts of
speech and grammatical forms of a word or phrase defined in this agreement have a
corresponding meaning. (e) An expression importing a person includes any company,
partnership, joint venture, association, corporation or other body corporate and any
Government Agency as well as an individual. (f) A reference to a clause, party, schedule,
attachment or exhibit is a reference to a clause of, and a party, schedule, attachment
or exhibit to, this agreement and a reference to this agreement includes any schedule,
attachment and exhibit. (g) A reference to any legislation includes all delegated
legislation made under it and amendments, consolidations, replacements or re-
enactments of any of them. (h) A reference to a document includes all amendments
or supplements to, or replacements or novations of, that document. (i) A reference to
a party to a document includes that party's successors and permitted assignees. (j) A
promise on the part of 2 or more persons binds them jointly and severally. (k) A
reference to an agreement other than this agreement includes a deed and any legally
enforceable undertaking, agreement, arrangement or understanding, whether or not
in writing. (l) A reference to liquidation or insolvency includes appointment of an
administrator, compromise, arrangement, merger, amalgamation, reconstruction,
winding up, dissolution, deregistration, assignment for the benefit of creditors,
scheme, composition or arrangement with creditors, insolvency, bankruptcy, or any
similar procedure or, where applicable, changes in the constitution of any partnership
or person, or death. (m) No provision of this agreement will be construed adversely to
a party because that party was responsible for the preparation of this agreement or
that provision. (n) A reference to a body, other than a party to this agreement
(including an institute, association or authority), whether statutory or not: (i) which
ceases to exist; or (ii) whose powers or functions are transferred to another body, is a
reference to the body which replaces it or which substantially succeeds to its powers
or functions.
THE TRUSTEE FOR KIRIN INDUSTRIES DISCRETIONARY TRUST
Manufacturing Centre: 146 Magnesium Drive, Crestmead QLD 4132 | Customer, Fit-Out & Delivery Centre: 55 Magnesium Drive, Crestmead QLD 4132
Telephone: 1800 0 KIRIN (1800 054 746) | Email: info@kirin.net.au

THE TRUSTEE FOR KIRIN INDUSTRIES DISCRETIONARY TRUST
Manufacturing Centre: 146 Magnesium Drive, Crestmead QLD 4132 | Customer, Fit-Out & Delivery Centre: 55 Magnesium Drive, Crestmead QLD 4132
Telephone: 1800 0 KIRIN (1800 054 746) | Email: info@kirin.net.au