Académique Documents
Professionnel Documents
Culture Documents
These terms of use (the “Terms”) apply to the use of the PayTrade settlement service
(the “Service”) of Carview Corporation (“Carview”) by the buyer of the product
(“Buyer”) on the website “tradecarview” operated by Carview (the “Website”; URL:
http://www.tradecarview.com).
1. Buyer shall apply to use the Service by the method designated by Carview upon
accepting the Terms, and the usage agreement for the Service between Seller and
Carview that comprises the provisions of the Terms (the “Agreement”) shall
become effective at the time when Carview approves the application. Carview
may decide at its own discretion whether to approve or decline the application.
2. The Agreement becomes effective on the condition that the seller (“Seller”)
selling the product that is the subject of the transaction on the Website (the
“Product”) agrees to use the Service.
3. The Service may not be used unless a sales agreement (the “Sales Agreement”)
between Seller and Buyer is executed on the Website using the form designated by
Carview.
4. The Agreement is not a continuous agreement, but is entered into individually and
independently for each Product Sales Agreement executed between Seller and
Buyer.
5. Carview may set restrictions on amounts or other restrictions with respect to the
use of the Service. Buyer is able to use the Service only within the limits of the
restrictions.
1. If the transfer is made into the Designated Account, Carview will approve the
payment as transferred by Buyer into the Designated Account, provided that all of
the requirements set out in the following items are satisfied. However, Carview
may approve the payment at its own discretion even if some or all of the
requirements set out in the following items are not satisfied.
(1) The transfer is made by the date designated by Seller on the Website.
(2) The transfer is made under the transferor name set out in the addressee field
of the invoice issued on the Website (the “Invoice”).
(3) The amount transferred is not more or less than the full amount of the
transfer amount specified on the Invoice.
3. In addition to the case where Carview does not approve the payment pursuant to
Paragraph 1, Carview will not be able to receive the transfer from Buyer into the
Designated Account if the transfer by Buyer is subject to any grounds for
transaction restrictions of the Designated Financial Institution. Carview is in no
way liable for damage incurred by Buyer due to Carview not being able to receive
the payment.
5. Notwithstanding Paragraph 4, Carview will itself receive the excess amount if the
transferred amount exceeds the amount specified on the Invoice and such excess
amount is less than JPY5000 (calculated after conversion to Japanese yen if the
conversion set out in Article 5 is carried out; the same applies in Paragraph 6).
2. The provisions of Paragraph 1 shall not apply if the Invoice specifies the transfer
amount in Japanese yen and Buyer makes such payment in Japanese yen.
2. Carview business days (“Carview Business Days”) are as decided by Carview and
published by the method designated by Carview. Financial institution business
1. In any of the following cases, if Buyer has made a request to Carview for a refund,
Carview may refund on behalf of Seller without delay into the bank account
designated by Buyer the Received Amount, after conversion into the currency
with which Buyer made the payment, in accordance with the exchange rate (TTS)
announced by the Designated Financial Institution at 10:00 a.m. of the day on
which the refund request is approved. However, if the total amount for the one
exchange transaction exceeds US$100,000.00, the exchange rate (TTS) will be as
at the time the refund is remitted. Buyer bears the exchange risk and Carview in
no way bears the exchange risk. Buyer may not instruct Carview regarding the
method or timing of converting the refund money into the currency with which
Buyer made the payment.
(1) Seller does not make the Payment Request to Carview by the method
designated by Carview within a specified period after notification from
Carview of the receipt of the payment.
(2) The issue date of the B/L is more than 60 days after the date on which the
Sales Agreement between Seller and Buyer was entered into.
(5) The remittance fails to meet any or all of the requirements provided for in
the items of Article 4.1, and although Carview approves the payment into
the Designated Account, Buyer fails to satisfy the unmet requirements
without delay.
(6) Seller breaches a provision of its agreement with Carview relating to use of
the Service.
(9) Seller receives a delinquency disposition for taxes or other public charges.
(12) Any other material ground equivalent to the preceding items arises that
makes it difficult to continue the Agreement, or Carview finds a refund to be
necessary for the protection of Buyer.
2. Carview will in no way respond to a request from Buyer for a refund unless the
refund is in accordance with the provisions of Paragraph 1.
4. Buyer definitively loses the right to receive the refund from Carview in any of the
following cases:
(1) Carview transfers the Purchase Price into the bank account designated by
Seller in accordance with the provisions of Article 6;
(3) Although Carview carries out the refund process in accordance with the
provisions of Paragraph 1, Buyer does not receive the payment into its
designated bank account within two years of the date on which the reason
for the refund set out in Paragraph 1 arose.
1. The Sales Agreement is executed with Seller and Buyer as the parties, is entered
into directly between the parties and is performed at the risk of the parties.
Carview is not the agent or an intermediary of either Seller or Buyer. Carview is
in no way liable to Buyer for the conduct of Seller.
2. Any problems relating to the Sales Agreement, such as nondelivery of the product,
nondelivery of the original documents necessary for Buyer to lawfully receive and
use the Product, delivery of the wrong product, defect, defacement, disfigurement,
damage, mistake, fraud, impersonation, cancellation, or an accident occurring
during product delivery, are resolved between Buyer and Seller at the
responsibility and cost of Buyer, and Carview is in no way liable.
4. Buyer shall carry out all negotiations with Seller relating to the Sales Agreement
between Buyer and Seller about such matters as the Purchase Price and its
payment, and Carview is not required to explain the breakdown of the Purchase
Price to Buyer, or demand payment from Buyer. However, Carview is not
precluded from making enquiries to Buyer in relation to such matters as the status
of the performance of the Sales Agreement, and Buyer shall reply to any such
enquiries from Carview.
5. If a dispute arises between Buyer and Seller or a third party, or Buyer causes
damage to Seller or a third party, Buyer shall resolve the dispute at its own cost
and responsibility, or shall compensate Seller or the third party for any damage.
If such a dispute arises, and Carview receives a claim for damages from Seller or
the third party, Buyer shall compensate Carview for all expenses incurred by
Carview (including Carview’s attorney’s fees, and money paid by Carview due to
a judgment or settlement).
8. Even if it is found that Carview is liable to Buyer for compensation, the maximum
amount of compensation payable by Carview is the Purchase Price.
9. If Buyer causes Carview any damage through the use of the Service, Buyer shall
compensate Carview for that damage.
Article 9 Confidentiality
1. Buyer shall not disclose or divulge to a third party any technical, operational, or
other business information provided to Buyer by Carview in relation to the
Agreement, that is either information that Carview discloses after indicating that it
is confidential in writing, or information that Carview discloses after indicating
orally that it is confidential and then specifies its content in writing within 14 days
of disclosure (collectively “Confidential Information”). However, this does not
apply to any of the types of information set out below. Also, Buyer may disclose
Confidential Information that a law or ordinance requires be disclosed, but Buyer
may only disclose this information to the recipients authorized by the relevant law
or ordinance to receive the information.
(2) Information Buyer obtained legitimately from a third party without any
confidentiality obligation.
(4) Information that becomes public knowledge, whether before or after Buyer
receives it, without Buyer breaching the Agreement.
2. Buyer shall use Confidential Information only within the scope of the purpose of
3. Buyer shall disclose Confidential Information only to officers and employees who
are required to know the information for the purpose of the Agreement, and Buyer
shall impose on the officers and employees to whom the Confidential Information
is disclosed an equivalent obligation to the confidentiality obligation borne by
Buyer under the Agreement, which will apply even after the relevant officers and
employees leave that employment.
4. The provisions of this article continue to be effective even after the termination or
expiration of the Agreement.
1. Carview may interrupt or suspend all or part of the Service at its own discretion if
unavoidable circumstances arise, such as if periodic or emergency maintenance of
the systems or networks of Carview is carried out in order to maintain the Service,
or if Carview becomes unable to maintain the provision of the Service due to
force majeure such as a natural disaster, or if it becomes difficult to provide the
Service due to a matter such as a complaint by a third party.
2. Carview is in no way liable for any damage to Buyer arising from delays in
provision of the Service or the interruption or suspension of the Service pursuant
to Paragraph 1.
Article 12 Severability
If any of the provisions of the Agreement are judged to be unlawful or invalid by a court
with jurisdiction, the effectiveness of the remaining provisions will not be affected.
The Agreement supersedes any discussions, agreements, promises and contracts made
between the parties in relation to this matter prior to the Agreement.
The laws of Japan shall govern the Agreement, and the Tokyo District Court has
exclusive jurisdiction as the court of first instance for any dispute that arises between
Carview and Buyer in relation to the Service or the Agreement.
Article 15 Language
The governing language of the Agreement is Japanese, and the Agreement must be
interpreted in accordance with the Japanese original. The content of any translation
into English or another language for the reference of Buyer in no way affects the
interpretation of the Agreement.
If Seller selects the Dollar Settlement Option, the PayTrade Terms of Use for Buyer (the
“Original Terms of Use”) will apply as amended by the following special provisions.
The phrase “in Japanese yen (converted using the method set out in Article 5) the
Received Amount” in Article 6.1 of the Original Terms of Use is replaced by the phrase
“the Received Amount”.
Carview will not carry out the conversion into the currency with which the payment was
made, as set out in Article 7.1 of the Original Terms of Use.