Annex Definitions

An ‘accessory’, in relation to proprietary security, is a corporeal asset that is or becomes closely connected with, or part of, a movable or an immovable, provided it is possible and economically reasonable to separate the accessory without damage from the movable or immovable. (IX. — 1:201)

An ‘acquisition finance device’ is (a) a retention of ownership device; (b) where ownership of a sold asset has been transferred to the buyer, those security rights in the asset which secure the right (i) of the seller to payment of the purchase price or (ii) of a lender to repayment of a loan granted to the buyer for payment of the purchase price, if and in so far as this payment is actually made to the seller; and (c) a right of a third person to whom any of the rights under (a) or (b) has been transferred as security for a credit covered by (a) or (b). (IX. — 1:201(3))

An ‘advanced electronic signature’ is an electronic signature which is (a) uniquely linked to the signatory (b) capable of identifying the signatory (c) created using means which can be maintained under the signatory's sole control; and (d) linked to the data to which it relates in such a manner that any subsequent change of the data is detectable. (I. — 1:108(4))

An ‘act of assignment’ of a right is a contract or other juridical act which is intended to effect a transfer of the right. (III. — 5:102(2))

An ‘agent’ is a person who is authorised to act for another.

‘Assets’ means anything of economic value, including property; rights having a monetary value; and goodwill.

‘Assignment’, in relation to a right, means the transfer of the right by one person, the ‘assignor’, to another, ‘the assignee’. (III. — 5:102(1))

‘Authorisation’ is the granting or maintaining of authority. (II. — 6:102(3))

‘Authority’, in relation to a representative acting for a principal, is the power to affect the principal's legal position. (II. — 6:102(2))

‘Avoidance’ of a juridical act or legal relationship is the process whereby a party or, as the case may be, a court invokes a ground of invalidity so as to make the act or relationship, which has been valid until that point, retrospectively ineffective from the beginning.

A contract for the ‘barter’ of goods is a contract under which each party undertakes to transfer the ownership of goods, either immediately on conclusion of the contract or at some future time, in return for the transfer of ownership of other goods. (IV. A. — 1:203)

A ‘beneficiary’, in relation to a trust, is a person who, according to the trust terms, has either a right to benefit or an eligibility for benefit from the trust fund. (X. — 1:203(3))

‘Benevolent intervention in another's affairs’ is the process whereby a person, the intervener, acts with the predominant intention of benefiting another, the principal, but without being authorised or bound to do so. (V. — 1:101)

‘Business’ means any natural or legal person, irrespective of whether publicly or privately owned, who is acting for purposes relating to the person's self-employed trade, work or profession, even if the person does not intend to make a profit in the course of the activity. (I. — 1:106(2))

A ‘claim’ is a demand for something based on the assertion of a right.

A ‘claimant’ is a person who makes, or who has grounds for making, a claim.

A ‘co-debtorship for security purposes’ is an obligation owed by two or more debtors in which one of the debtors, the security provider, assumes the obligation primarily for purposes of security towards the creditor. (IV. G. — 1:101(e))

A ‘commercial agency’ is the legal relationship arising from a contract under which one party, the commercial agent, agrees to act on a continuing basis as a self-employed intermediary to negotiate or to conclude contracts on behalf of another party, the principal, and the principal agrees to remunerate the agent for those activities. (IV. E. — 3:101)

‘Compensation’ means reparation in money. (VI. — 6:101(2))

There is complete substitution of a debtor when a third person is substituted as debtor with the effect that the original debtor is discharged. (III. — 5:203)

A ‘condition’ is a provision which makes a legal relationship or effect depend on the occurrence or non-occurrence of an uncertain future event. A condition may be suspensive or resolutive. (III. — 1:106)

‘Conduct’ means voluntary behaviour of any kind, verbal or nonverbal: it includes a single act or a number of acts, behaviour of a negative or passive nature (such as accepting something without protest or not doing something) and behaviour of a continuing or intermittent nature (such as exercising control over something).

‘Confidential information’ means information which, either from its nature or the circumstances in which it was obtained, the party receiving the information knows or could reasonably be expected to know is confidential to the other party. (II. — 2:302(2))

A contract for construction is a contract under which one party, the constructor, undertakes to construct something for another party, the client, or to materially alter an existing building or other immovable structure for a client. (IV.C — 3:101)

A ‘consumer’ means any natural person who is acting primarily for purposes which are not related to his or her trade, business or profession. (I. — 1:106(1))

A ‘consumer contract for sale’ is a contract for sale in which the seller is a business and the buyer is a consumer. (IV. A. — 1:204)

A ‘contract’ is an agreement which is intended to give rise to a binding legal relationship or to have some other legal effect. It is a bilateral or multilateral juridical act. (II. — 1:101(1))

A ‘contractual obligation’ is an obligation which arises from a contract, whether from an express term or an implied term or by operation of a rule of law imposing an obligation on a contracting party as such.

A ‘contractual relationship’ is a legal relationship resulting from a contract.

‘Co-ownership’, when created under Book VIII, means that two or more co-owners own undivided shares in the whole and each coowner can dispose of that co-owner's share by acting alone, unless otherwise provided by the parties. (Cf. VIII. — 1:203)

‘Corporeal’, in relation to property, means having a physical existence in solid, liquid or gaseous form.

‘Costs’ includes expenses.

A ‘counter-performance’ is a performance which is due in exchange for another performance.

‘Court’ includes an arbitral tribunal.

A ‘creditor’ is a person who has a right to performance of an obligation, whether monetary or non-monetary, by another person, the debtor.

‘Damage’ means any type of detrimental effect.

‘Damages’ means a sum of money to which a person may be entitled, or which a person may be awarded by a court, as compensation for some specified type of damage.

A ‘debtor’ is a person who has an obligation, whether monetary or non-monetary, to another person, the creditor.

‘Default’, in relation to proprietary security, means any non-performance by the debtor of the obligation covered by the security; and any other event or set of circumstances agreed by the secured creditor and the security provider as entitling the secured creditor to have recourse to the security. (IX. — 1:201(5))

A ‘defence’ to a claim is a legal objection or a factual argument, other than a mere denial of an element which the claimant has to prove which, if well-founded, defeats the claim in whole or in part.

‘Delivery’ to a person, for the purposes of any obligation to deliver goods, means transferring possession of the goods to that person or taking such steps to transfer possession as are required by the terms regulating the obligation. For the purposes of Book VIII (Acquisition and loss of ownership of goods) delivery of the goods takes place only when the transferor gives up and the transferee obtains possession of the goods: if the contract or other juridical act, court order or rule of law under which the transferee is entitled to the transfer of ownership involves carriage of the goods by a carrier or a series of carriers, delivery of the goods takes place when the transferor's obligation to deliver is fulfilled and the carrier or the transferee obtains possession of the goods. (VIII. — 2:104)

A ‘dependent personal security’ is an obligation by a security provider which is assumed in favour of a creditor in order to secure a present or future obligation of the debtor owed to the creditor and performance of which is due only if, and to the extent that, performance of the latter obligation is due. (IV. G. — 1:101(a))

A contract for design is a contract under which one party, the designer, undertakes to design for another party, the client, an immovable structure which is to be constructed by or on behalf of the client or a movable or incorporeal thing or service which is to be constructed or performed by or on behalf of the client. (IV. C. — 6:101)

Direct physical control is physical control which is exercised by the possessor personally or through a possession-agent exercising such control on behalf of the possessor (direct possession). (VIII. — 1:205)

‘Discrimination’ means any conduct whereby, or situation where, on grounds such as sex or ethnic or racial origin, (a) one person is treated less favourably than another person is, has been or would be treated in a comparable situation; or (b) an apparently neutral provision, criterion or practice would place one group of persons at a particular disadvantage when compared to a different group of persons. (II. — 2:102(1))

A ‘distribution contract’ is a contract under which one party, the supplier, agrees to supply the other party, the distributor, with products on a continuing basis and the distributor agrees to purchase them, or to take and pay for them, and to supply them to others in the distributor's name and on the distributor's behalf. (IV. E. — 5:101(1))

A ‘distributorship’ is the legal relationship arising from a distribution contract.

An obligation owed by two or more debtors is a ‘divided obligation’ when each debtor is bound to render only part of the performance and the creditor may require from each debtor only that debtor's part. (III. — 4:102(2))

A right to performance held by two or more creditors is a ‘divided right’ when the debtor owes each creditor only that creditor's share and each creditor may require performance only of that creditor's share. (III. — 4:202(2))

A contract for the donation of goods is a contract under which one party, the donor, gratuitously undertakes to transfer the ownership of goods to another party, the donee, and does so with an intention to benefit the donee. (IV. H. — 1:101)

A ‘durable medium’ means any material on which information is stored so that it is accessible for future reference for a period of time adequate to the purposes of the information, and which allows the unchanged reproduction of this information. (I. — 1:107(3))

A person has a ‘duty’ to do something if the person is bound to do it or expected to do it according to an applicable normative standard of conduct. A duty may or may not be owed to a specific creditor. A duty is not necessarily an aspect of a legal relationship. There is not necessarily a sanction for breach of a duty. All obligations are duties, but not all duties are obligations.

See ‘Loss’.

‘Electronic’ means relating to technology with electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

An ‘electronic signature’ means data in electronic form which are attached to, or logically associated with, other data and which serve as a method of authentication. (I. — 1:108(3))

‘Financial assets’ are financial instruments and rights to the payment of money. (IX. — 1:201(6))

‘Financial instruments’ are (a) share certificates and equivalent securities as well as bonds and equivalent debt instruments, if these are negotiable (b) any other securities which are dealt in and which give the right to acquire any such financial instruments or which give rise to cash settlements, except instruments of payment (c) share rights in collective investment undertakings (d) money market instruments and (e) rights in or relating to the foregoing instruments. (IX. — 1:201(7))

A ‘franchise’ is the legal relationship arising from a contract under which one party, the franchisor, grants the other party, the franchisee, in exchange for remuneration, the right to conduct a business (franchise business) within the franchisor's network for the purposes of supplying certain products on the franchisee's behalf and in the franchisee's name, and whereby the franchisee has the right and the obligation to use the franchisor's trade name or trademark or other intellectual property rights, know-how and business method. (IV. E. — 4:101)

A misrepresentation is fraudulent if it is made with knowledge or belief that it is false and is intended to induce the recipient to make a mistake to the recipient's prejudice. A non-disclosure is fraudulent if it is intended to induce the person from whom the information is withheld to make a mistake to that person's prejudice. (II. — 7:205(2))

A non-performance of a contractual obligation is fundamental if (a) it substantially deprives the creditor of what the creditor was entitled to expect under the contract, as applied to the whole or relevant part of the performance, unless at the time of conclusion of the contract the debtor did not foresee and could not reasonably be expected to have foreseen that result or (b) it is intentional or reckless and gives the creditor reason to believe that the debtor's future performance cannot be relied on. (III. — 3:502(2))

A ‘global security’ is a security which is assumed in order to secure all the debtor's obligations towards the creditor or the debit balance of a current account or a security of a similar extent. (IV. G. — 1:101(f)

‘Good faith’ is a mental attitude characterised by honesty and an absence of knowledge that an apparent situation is not the true situation.

‘Good faith and fair dealing’ is a standard of conduct characterised by honesty, openness and consideration for the interests of the other party to the transaction or relationship in question. (I. — 1:103)

‘Goods’ means corporeal movables. It includes ships, vessels, hovercraft or aircraft, space objects, animals, liquids and gases. See also ‘movables’.

There is ‘gross negligence’ if a person is guilty of a profound failure to take such care as is self-evidently required in the circumstances.

A ‘handwritten signature’ means the name of, or sign representing, a person written by that person's own hand for the purpose of authentication. (I. — 1:108(2))

‘Harassment’ means unwanted conduct (including conduct of a sexual nature) which violates a person's dignity, particularly when such conduct creates an intimidating, hostile, degrading, humiliating or offensive environment, or which aims to do so. (II. — 2:102(2))

‘Immovable property’ means land and anything so attached to land as not to be subject to change of place by usual human action.

There is incomplete substitution of a debtor when a third person is substituted as debtor with the effect that the original debtor is retained as a debtor in case the original debtor does not perform properly. (III. — 5:205)

‘Incorporeal’, in relation to property, means not having a physical existence in solid, liquid or gaseous form.

To ‘indemnify’ means to make such payment to a person as will ensure that that person suffers no loss.

An ‘independent personal security’ is an obligation by a security provider which is assumed in favour of a creditor for the purposes of security and which is expressly or impliedly declared not to depend upon another person's obligation owed to the creditor. (IV. G. — 1:101(b))

Indirect physical control is physical control which is exercised by means of another person, a limited-right-possessor (indirect possession). (VIII. — 1:205)

See ‘not individually negotiated’ and II. — 1:110.

‘Ineffective’ in relation to a contract or other juridical act means having no effect, whether that state of affairs is temporary or permanent, general or restricted.

An ‘insolvency proceeding’ means a collective judicial or administrative proceeding, including an interim proceeding, in which the assets and affairs of a person who is, or who is believed to be, insolvent are subject to control or supervision by a court or other competent authority for the purpose of reorganisation or liquidation.

‘Intangibles’, in relation to proprietary security, means incorporeal assets and includes uncertificated and indirectly held securities and the undivided share of a co-owner in corporeal assets or in a bulk or a fund. (IX. — 1:201(8))

‘Interest’ means simple interest without any assumption that it will be capitalised from time to time.

‘Invalid’ in relation to a juridical act or legal relationship means that the act or relationship is void or has been avoided.

An obligation owed by two or more debtors is a ‘joint obligation’ when all the debtors are bound to render the performance together and the creditor may require it only from all of them. (III. — 4:102(3))

A right to performance held by two or more creditors is a ‘joint right’ when the debtor must perform to all the creditors and any creditor may require performance only for the benefit of all. (III. — 4:202(3))

A ‘juridical act’ is any statement or agreement, whether express or implied from conduct, which is intended to have legal effect as such. It may be unilateral, bilateral or multilateral. (II. — 1:101(2))

A keeper, in relation to an animal, vehicle or substance, is the person who has the beneficial use or physical control of it for that person's own benefit and who exercises the right to control it or its use.

A ‘lease’ is the legal relationship arising from a contract under which one party, the lessor, undertakes to provide the other party, the lessee, with a temporary right of use in exchange for rent. (IV. B. — 1:101)

Limited proprietary rights are such rights of the following character as are characterised or treated as proprietary rights by any provision of these model rules or by national law:- (a) security rights (b) rights to use (c) rights to acquire (including a right to acquire in the sense of VIII. — 2:307 (Contingent right of transferee under retention of ownership)) and (d) trust-related rights. (VIII. — 1:204)

A ‘limited-right-possessor’, in relation to goods, is a person who exercises physical control over the goods either (a) with the intention of doing so in that person's own interest, and under a specific legal relationship with the owner-possessor which gives the limited-right-possessor the right to possess the goods or (b) with the intention of doing so to the order of the owner-possessor, and under a specific contractual relationship with the owner-possessor which gives the limited-right-possessor a right to retain the goods until any charges or costs have been paid by the owner-possessor. (VIII. — 1:207)

A loan contract is a contract by which one party, the lender, is obliged to provide the other party, the borrower, with credit of any amount for a definite or indefinite period (the loan period), in the form of a monetary loan or of an overdraft facility and by which the borrower is obliged to repay the money obtained under the credit, whether or not the borrower is obliged to pay interest or any other kind of remuneration the parties have agreed upon. (IV. F. — 1:101(2))

‘Loss’ includes economic and non-economic loss. ‘Economic loss’ includes loss of income or profit, burdens incurred and a reduction in the value of property. ‘Non-economic loss’ includes pain and suffering and impairment of the quality of life. (III. — 3:701(3) and VI. — 2:101(4))

The ‘mandate’ of an agent is the authorisation and instruction given by the principal, as modified by any subsequent direction, in relation to the facilitation, negotiation or conclusion of a contract or other juridical act with a third party. (IV. D. — 1:102(1)(a))

A ‘mandate for direct representation’ is a mandate under which the agent is to act in the name of the principal, or otherwise in such a way as to indicate an intention to affect the principal's legal position directly. (IV. D. — 1:102(1)(d))

A ‘mandate for indirect representation’ is a mandate under which the agent is to act in the agent's own name or otherwise in such a way as not to indicate an intention to affect the principal's legal position directly. (IV. D. — 1:102(1)(e))

A ‘merger of debts’ means that the attributes of debtor and creditor are united in the same person in the same capacity. (III. — 6:201)

A ‘merger clause’ is a term in a contract document stating that the document embodies all the terms of the contract. (II. — 4:104)

A monetary loan is a fixed sum of money which is lent to the borrower and which the borrower agrees to repay either by fixed instalments or by paying the whole sum at the end of the loan period. (IV. F. — 1:101(3))

‘Motor vehicle’ means any vehicle intended for travel on land and propelled by mechanical power, but not running on rails, and any trailer, whether or not coupled. (VI. — 3:205(2))

‘Movables’ means corporeal and incorporeal property other than immovable property.

There is ‘negligence’ if a person does not meet the standard of care which could reasonably be expected in the circumstances.

See ‘Loss’.

‘Non-performance’, in relation to an obligation, means any failure to perform the obligation, whether or not excused. It includes delayed performance and defective performance. (III. — 1:101(3))

‘Notice’ includes the communication of information or of a juridical act. (I. — 1:105)

A term supplied by one party is not individually negotiated if the other party has not been able to influence its content, in particular because it has been drafted in advance, whether or not as part of standard terms. (II. — 1:110)

An obligation is a duty to perform which one party to a legal relationship, the debtor, owes to another party, the creditor. (III. — 1:101(1))

An ‘overdraft facility’ is an option for the borrower to withdraw funds on a fluctuating, limited basis from the borrower's current account in excess of the current balance in the account. (IV. F. — 1:101(4))

An ‘owner-possessor’, in relation to goods, is a person who exercises physical control over the goods with the intention of doing so as, or as if, an owner. ((VIII. — 1:206)

‘Ownership’ is the most comprehensive right a person, the owner, can have over property, including the exclusive right, so far as consistent with applicable laws or rights granted by the owner, to use, enjoy, modify, destroy, dispose of and recover the property. (VIII. — 1:202)

‘Performance’, in relation to an obligation, is the doing by the debtor of what is to be done under the obligation or the not doing by the debtor of what is not to be done. (III. — 1:101(2))

‘Person’ means a natural or legal person.

‘Physical control’, in relation to goods, means direct physical control or indirect physical control. (Cf. VIII. — 1:205)

Possession, in relation to goods, means having physical control over the goods. (VIII. — 1:205)

A ‘possession-agent’, in relation to goods, is a person (such as an employee) who exercises direct physical control over the goods on behalf of an owner-possessor or limited-right-possessor (without the intention and specific legal relationship required for that person to be a limited-right-possessor); and to whom the owner-possessor or limited-right-possessor may give binding instructions as to the use of the goods in the interest of the owner-possessor or limited-right-possessor. A person is also a possession-agent where that person is accidentally in a position to exercise, and does exercise, direct physical control over the goods for an owner-possessor or limited-right-possessor. (VIII. — 1:208)

A ‘possessory security right’ is a security right that requires possession of the encumbered corporeal asset by the secured creditor or another person (except the debtor) holding for the secured creditor. (IX. — 1:201(10))

‘Prescription’, in relation to the right to performance of an obligation, is the legal effect whereby the lapse of a prescribed period of time entitles the debtor to refuse performance.

A ‘presumption’ means that the existence of a known fact or state of affairs allows the deduction that something else should be held true, until the contrary is demonstrated.

The ‘price’ is what is due by the debtor under a monetary obligation, in exchange for something supplied or provided, expressed in a currency which the law recognises as such.

‘Proceeds’, in relation to proprietary security, is every value derived from an encumbered asset, such as value realised by sale, collection or other disposition; damages or insurance payments in respect of defects, damage or loss; civil and natural fruits, including distributions; and proceeds of proceeds. (IX. — 1:201(11))

A contract for processing is a contract under which one party, the processor, undertakes to perform a service on an existing movable or incorporeal thing or to an immovable structure for another party, the client (except where the service is construction work on an existing building or other immovable structure). (IV. C. — 4:101)

‘Producer’ includes, in the case of something made, the maker or manufacturer; in the case of raw material, the person who abstracts or wins it; and in the case of something grown, bred or raised, the grower, breeder or raiser. A special definition applies for the purposes of VI. — 3:204.

‘Property’ means anything which can be owned: it may be movable or immovable, corporeal or incorporeal.

A ‘proprietary security’ covers security rights in all kinds of assets, whether movable or immovable, corporeal or incorporeal. (IV. G. — 1:101(g))

A ‘contract for proprietary security’ is a contract under which a security provider undertakes to grant a security right to the secured creditor; or a secured creditor is entitled to retain a security right when transferring ownership; or a seller, lessor or other supplier of assets is entitled to retain ownership of the supplied assets in order to secure its rights to performance. (IX. — 1:201(4))

A ‘public holiday’ with reference to a member state, or part of a member state, of the European Union means any day designated as such for that state or part in a list published in the official journal. (I. — 1:110(9))

‘Ratify’ means confirm with legal effect.

What is ‘reasonable’ is to be objectively ascertained, having regard to the nature and purpose of what is being done, to the circumstances of the case and to any relevant usages and practices. (I. — 1:104)

An obligation is reciprocal in relation to another obligation if (a) performance of the obligation is due in exchange for performance of the other obligation; (b) it is an obligation to facilitate or accept performance of the other obligation; or (c) it is so clearly connected to the other obligation or its subject matter that performance of the one can reasonably be regarded as dependent on performance of the other. (III. — 1:101(4))

A person is ‘reckless’ if the person knows of an obvious and serious risk of proceeding in a certain way but nonetheless voluntarily proceeds without caring whether or not the risk materialises.

‘Rent’ is the money or other value which is due in exchange for a temporary right of use. (IV. B. — 1:101)

‘Reparation’ means compensation or another appropriate measure to reinstate the person suffering damage in the position that person would have been in had the damage not occurred. (VI. — 6:101)

A ‘representative’ is a person who has authority to affect the legal position of another person, the principal, in relation to a third party by acting in the name of the principal or otherwise in such a way as to indicate an intention to affect the principal's legal position directly. (II. — 6:102(1))

A ‘requirement’ is something which is needed before a particular result follows or a particular right can be exercised.

A condition is ‘resolutive’ if it causes a legal relationship or effect to come to an end when the condition is satisfied. (III. — 1:106)

There is a retention of ownership device when ownership is retained by the owner of supplied assets in order to secure a right to performance of an obligation. (IX. — 1:103)

‘Revocation’, means (a) in relation to a juridical act, its recall by a person or persons having the power to recall it, so that it no longer has effect and (b) in relation to something conferred or transferred, its recall, by a person or persons having power to recall it, so that it comes back or must be returned to the person who conferred it or transferred it.

‘Right’, depending on the context, may mean (a) the correlative of an obligation or liability (as in ‘a significant imbalance in the parties' rights and obligations arising under the contract’); (b) a proprietary right (such as the right of ownership); (c) a personality right (as in a right to respect for dignity, or a right to liberty and privacy); (d) a legally conferred power to bring about a particular result (as in ‘the right to avoid’ a contract); (e) an entitlement to a particular remedy (as in a right to have performance of a contractual obligation judicially ordered) or (f) an entitlement to do or not to do something affecting another person's legal position without exposure to adverse consequences ( as in a ‘right to withhold performance of the reciprocal obligation’).

A contract for the ‘sale’ of goods or other assets is a contract under which one party, the seller, undertakes to another party, the buyer, to transfer the ownership of the goods or other assets to the buyer, or to a third person, either immediately on conclusion of the contract or at some future time, and the buyer undertakes to pay the price. (IV. A. — 1:202)

A security right in a movable asset is any limited proprietary right in the asset which entitles the secured creditor to preferential satisfaction of the secured right from the encumbered asset. (IX. — 1:102(1))

A contract for services is a contract under which one party, the service provider, undertakes to supply a service to the other party, the client. (IV. C. — 1:101)

‘Set-off’ is the process by which a person may use a right to performance held against another person to extinguish in whole or in part an obligation owed to that person. (III. — 6:101)

‘Signature’ includes a handwritten signature, an electronic signature or an advanced electronic signature. (I. — 1:108(2))

An obligation owed by two or more debtors is a ‘solidary obligation’ when all the debtors are bound to render one and the same performance and the creditor may require it from any one of them until there has been full performance. (III. — 4:102(1))

A right to performance held by two or more creditors is a ‘solidary right’ when any of the creditors may require full performance from the debtor and the debtor may render performance to any of the creditors. (III. — 4:202(1))

‘Standard terms’ are terms which have been formulated in advance for several transactions involving different parties, and which have not been individually negotiated by the parties. (II. — 1:109)

A contract for storage is a contract under which one party, the storer, undertakes to store a movable or incorporeal thing for another party, the client. (IV. C. — 5:101)

‘Subrogation’, in relation to rights, is the process by which a person who has made a payment or other performance to another person acquires by operation of law that person's rights against a third person.

‘Substitution’ of a debtor is the process whereby, with the agreement of the creditor, a third party is substituted completely or incompletely for the debtor, the contract remaining in force. (III. — 5:202) See also ‘complete substitution of debtor’ and ‘incomplete substitution of debtor’.

To ‘supply’ goods or other assets means to make them available to another person, whether by sale, gift, barter, lease or other means: to ‘supply’ services means to provide them to another person, whether or not for a price. Unless otherwise stated, ‘supply’ covers the supply of goods, other assets and services.

A condition is ‘suspensive’ if it prevents a legal relationship or effect from coming into existence until the condition is satisfied. (III. — 1:106)

‘Tacit prolongation’ is the process whereby, when a contract provides for continuous or repeated performance of obligations for a definite period and the obligations continue to be performed by both parties after that period has expired, the contract becomes a contract for an indefinite period, unless the circumstances are inconsistent with the tacit consent of the parties to such prolongation. (III. — 1:111)

‘Term’ means any provision, express or implied, of a contract or other juridical act, of a law, of a court order or of a legally binding usage or practice: it includes a condition.

‘Termination’, in relation to an existing right, obligation or legal relationship, means bringing it to an end with prospective effect except in so far as otherwise provided.

In ‘textual form’, in relation to a statement, means expressed in alphabetical or other intelligible characters by means of any support which permits reading, recording of the information contained in the statement and its reproduction in tangible form. (I. — 1:107(2))

‘Transfer of contractual position’ is the process whereby, with the agreement of all three parties, a new party replaces an existing party to a contract, taking over the rights, obligations and entire contractual position of that party. (III. — 5:302)

A contract for treatment is a contract under which one party, the treatment provider, undertakes to provide medical treatment for another party, the patient, or to provide any other service in order to change the physical or mental condition of a person. (IV. C. — 8:101)

A ‘trust’ is a legal relationship in which a trustee is obliged to administer or dispose of one or more assets (the trust fund) in accordance with the terms governing the relationship (trust terms) to benefit a beneficiary or advance public benefit purposes. (X. — 1:201)

A ‘trustee’ is a person in whom a trust fund becomes or remains vested when the trust is created or subsequently on or after appointment and who has the obligation set out in the definition of ‘trust’ above. (X. — 1:203(2))

A ‘truster’ is a person who constitutes or intends to constitute a trust by juridical act. (X. — 1:203(1))

An ‘unjustified enrichment’ is an enrichment which is not legally justified.

‘Valid’, in relation to a juridical act or legal relationship, means that the act or relationship is not void and has not been avoided.

‘Void’, in relation to a juridical act or legal relationship, means that the act or relationship is automatically of no effect from the beginning.

‘Voidable’, in relation to a juridical act or legal relationship, means that the act or relationship is subject to a defect which renders it liable to be avoided and hence rendered retrospectively of no effect.

A right to ‘withdraw’ from a contract or other juridical act is a right, exercisable only within a limited period, to terminate the legal relationship arising from the contract or other juridical act, without having to give any reason for so doing and without incurring any liability for non-performance of the obligations arising from that contract or juridical act. (II. — 5:101 to II. — 5:105)

‘Withholding performance’, as a remedy for non-performance of a contractual obligation, means that one party to a contract may decline to render due counter-performance until the other party has tendered performance or has performed. (III. — 3:401)

‘Working days’ means all days other than Saturdays, Sundays and public holidays. (I. — 1:110(9)(b))

In ‘writing’ means in textual form, on paper or another durable medium and in directly legible characters. (I. — 1:107(1))