Chapter II Sales Transactions
第二章 売買
Article 524Depositing and Auctioning Off of Object of Sale by Seller
第五百二十四条（売主による目的物の供託及び競売）
If, in a sales transaction between merchants, the buyer refuses to receive or is unable to receive the object of the sale, the seller may deposit the object or put it up for auction after demanding that the buyer receive the object within a reasonable period of time. In such a case, once the seller deposits the object or puts it up for auction, the seller must issue notice of this to the buyer without delay.
商人間の売買において、買主がその目的物の受領を拒み、又はこれを受領することができないときは、売主は、その物を供託し、又は相当の期間を定めて催告をした後に競売に付することができる。この場合において、売主がその物を供託し、又は競売に付したときは、遅滞なく、買主に対してその旨の通知を発しなければならない。
If the price of an object is likely to decline for reasons such as damage, the seller may put it up for auction without making the demand referred to in the preceding paragraph.
損傷その他の事由による価格の低落のおそれがある物は、前項の催告をしないで競売に付することができる。
If a seller puts the object of a sales transaction up for auction pursuant to the provisions of the preceding two paragraphs, the seller must deposit the proceeds of the auction; provided, however, that this does not preclude the seller from allocating all or part of the proceeds to cover the purchase price.
前二項の規定により売買の目的物を競売に付したときは、売主は、その代価を供託しなければならない。ただし、その代価の全部又は一部を代金に充当することを妨げない。
第五百二十五条（定期売買の履行遅滞による解除）
In a sales transaction between merchants in which, due to the nature of the sale or the manifestation of intention of the parties, the purpose of the contract cannot be achieved unless the obligation is performed at a specified date and time or within a fixed period of time, if one of the parties fails to perform the obligation before the date and time or period passes, the other party is deemed to cancel the contract unless it immediately demands that the non-performing party perform the obligation.
商人間の売買において、売買の性質又は当事者の意思表示により、特定の日時又は一定の期間内に履行をしなければ契約をした目的を達することができない場合において、当事者の一方が履行をしないでその時期を経過したときは、相手方は、直ちにその履行の請求をした場合を除き、契約の解除をしたものとみなす。
Article 526Inspection of Property by Buyer; Notice of Defects
第五百二十六条（買主による目的物の検査及び通知）
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。
Article 527Storage and Depositing of Object of Sale by Buyer
第五百二十七条（買主による目的物の保管及び供託）
In a case prescribed in paragraph (1) of the preceding Article, the buyer must store or deposit the object of the sales transaction at the expense of the seller, even if the buyer cancels the contract; provided, however, that if the object is likely to be lost or damaged, the buyer must put it up for auction with the permission of the court and store or deposit the proceeds from the auction.
前条第一項に規定する場合においては、買主は、契約の解除をしたときであっても、売主の費用をもって売買の目的物を保管し、又は供託しなければならない。ただし、その物について滅失又は損傷のおそれがあるときは、裁判所の許可を得てその物を競売に付し、かつ、その代価を保管し、又は供託しなければならない。
A case in which a person seeks the permission referred to in the proviso to the preceding paragraph is subject to the jurisdiction of the district court having jurisdiction over the locality of the object of the sales transaction referred to in that paragraph.
Once the buyer puts the object of a sales transaction up for auction pursuant to the provisions of paragraph (1), it must issue notice of this to the seller without delay.
第一項の規定により買主が売買の目的物を競売に付したときは、遅滞なく、売主に対してその旨の通知を発しなければならない。
The provisions of the preceding three paragraphs do not apply if the seller's and buyer's places of business (or their domiciles, if they do not have places of business) are located within the limits of the same municipality.
前三項の規定は、売主及び買主の営業所（営業所がない場合にあっては、その住所）が同一の市町村の区域内にある場合には、適用しない。
第五百二十八条
The provisions of the preceding Article apply mutatis mutandis to goods delivered by the seller to the buyer which are different from the goods ordered, and also apply mutatis mutandis to any part of the goods delivered by the seller to the buyer which exceeds the quantity of goods ordered.
前条の規定は、売主から買主に引き渡した物品が注文した物品と異なる場合における当該売主から買主に引き渡した物品及び売主から買主に引き渡した物品の数量が注文した数量を超過した場合における当該超過した部分の数量の物品について準用する。
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.
manifestation of intention
意思表示
A person's expression of an intention to which the law gives a legal effect, such as an offer to conclude a contract, which shows its terms and forms the contract once the other party accepts it (Civil Code, Article 522, paragraph (1)), the acceptance itself (Article 527), or the notice to the other party by which a party rescinds (取消し) an act or cancels (解除) a contract (Articles 123 and 540, paragraph (1)). One made to another person takes effect when notice of it reaches that person, or when it would normally have reached them if they blocked it without good reason (Article 97, paragraphs (1) and (2)), and does not lose its effect because the person who made it dies, loses mental capacity (意思能力) or comes under legal limits on what they can do alone after sending the notice (Article 97, paragraph (3)); where the person making it cannot find out who the other party is or where they are, it can be made by public notice (Article 98, paragraph (1)). It is not void just because the person making it knew it was not their true intention, unless the other party knew or could have known that (Article 93, paragraph (1)); a false one made in collusion with the other party is void (Article 94, paragraph (1)); and neither voidness can be asserted against a third party who did not know of it (善意) (Articles 93, paragraph (2), and 94, paragraph (2)). One based on a mistake that is material in light of the purpose of the juridical act (法律行為) and accepted views in dealings may be rescinded — one based on a mistaken view of the circumstances behind the act only if it had been shown that the act was based on them, and as a rule not where the mistake came from the gross negligence of the person who made it (Article 95, paragraphs (1) to (3)) — and so may one made under fraud or duress, though one induced by a third party's fraud only if the other party knew of the fraud or could have known of it (Article 96, paragraphs (1) and (2)); a rescission for mistake or fraud cannot be relied on against a third party who did not know and was not careless in not knowing (Article 95, paragraph (4), and Article 96, paragraph (3)). One that an agent makes within the agent's authority, showing that it is made for the principal, takes effect directly for the principal (Article 99, paragraph (1)). The Consumer Contract Act lets a consumer rescind an offer or acceptance of a consumer contract made because the business, when soliciting it, told them something untrue about an important matter and they believed it, among other grounds (Consumer Contract Act, Article 4, paragraph (1), item (i)), and the Act on Specified Commercial Transactions does the same where, in a door-to-door sale, the seller or service provider told them something untrue about such matters as the goods or the price (Article 6, paragraph (1), and Article 9-3, paragraph (1), item (i)).
Written by AI using Civil Code, Arts. 93, 94, 95, 96, 97, 98, 99, 123, 522, 527, 540, Consumer Contract Act, Art. 4 and Act on Specified Commercial Transactions, Arts. 6, 9-3 as a reference.