In a sales transaction between merchants, upon receiving the object of the sales transaction the buyer must inspect it without delay.
商人間の売買において、買主は、その売買の目的物を受領したときは、遅滞なく、その物を検査しなければならない。
In a case prescribed in the preceding paragraph, if the buyer, as a result of the inspection under the provisions of that paragraph, discovers that the object of the sales transaction does not conform to the terms and conditions of the contract in terms of its type, quality, or quantity, the buyer may not use that nonconformity as grounds to demand a cure of the breach, demand a reduction of the price, file a claim for damages, or cancel the contract, unless the buyer immediately issues notice of the nonconformity to the seller. The same applies if it is impossible to immediately discover that the object of a sales transaction does not conform to the terms and conditions of the contract in terms of its type or quality, when the buyer discovers that nonconformity within six months.
The provisions of the preceding paragraph do not apply if the seller knows that the object of the sales transaction does not conform to the terms and conditions of the contract in terms of its type, quality, or quantity.
前項の規定は、売買の目的物が種類、品質又は数量に関して契約の内容に適合しないことにつき売主が悪意であった場合には、適用しない。
merchant
「商人」
A person who, in their own name, carries on commercial transactions (商行為) as a business.
Defined inArticle 4, paragraph (1)· applies throughout the law
cancellation
解除
Ending a contract by one party's notice to the other, where the contract or the law gives that party a right to cancel (Civil Code, Article 540, paragraph (1)). The Civil Code lets a party cancel for the other's failure to perform: after a demand to perform within a reasonable time that is not met, unless what is still missing is minor (Article 541), or at once where performance has become wholly impossible, or the other party has clearly refused to perform, among other cases where performance clearly will not come (Article 542, paragraph (1)). On cancellation each party must put the other back in the position before the contract, and damages can still be claimed (Article 545, paragraphs (1) and (4)); a lease, though, ends only from then on (Article 620). Cancellation differs from rescission (取消し), after which the act is treated as void from the start (Article 121).
Written by AI using Civil Code, Arts. 121, 540, 541, 542, 545, 620 as a reference.
damages
損害賠償
Compensation for loss one person has caused another. A debtor who does not perform an obligation as it should be performed, or cannot perform it, must compensate the creditor for the loss that results, unless the failure comes from a cause the debtor is not responsible for, judged by the contract or other source of the obligation and by accepted views in dealings (Civil Code, Article 415, paragraph (1)); and a person who, intentionally or negligently, infringes another's rights or legally protected interests must compensate for the loss that results (Article 709). It is paid in money unless otherwise agreed (Articles 417 and 722, paragraph (1)), and the parties to a contract may agree in advance the amount due if it is not performed; a sum fixed for breach (違約金) is presumed to be such an agreement (Article 420, paragraphs (1) and (3)). The Consumer Contract Act makes void the part of such an amount in a consumer contract, for its cancellation, with any penalty added, above the average loss the business would suffer from the cancellation of consumer contracts of that kind, measured separately for each category the clause sets, such as the reason for and time of cancellation (Consumer Contract Act, Article 9, paragraph (1), item (i)).
Written by AI using Civil Code, Arts. 415, 417, 420, 709, 722 and Consumer Contract Act, Art. 9 as a reference.