Annex

Definitions

(General notes. These definitions are introduced by I. – 1:108 (Definitions in Annex) which provides that they apply for all the purposes of these rules unless the context otherwise requires and that, where a word is defined, other grammatical forms of the word have a corresponding meaning. For the convenience of the user, where a definition is taken from or derived from a particular Article a reference to that Article is added in brackets after the definition. The list also includes some terms which are frequently used in the rules but which are not defined in any Article. It does not include definitions which do not contain any legal concept but which are only drafting devices for the purposes of a particular Article or group of Articles.)

Accessory

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)

Acquisition finance device

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))

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Advanced electronic signature

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))

Act of assignment

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))

Agent

An “agent” is a person who is authorised to act for another.

Assets

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

Assignment

“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

“Authorisation” is the granting or maintaining of authority. (II. – 6:102(3))

Authority

“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

“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.

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Barter, contract for

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)

Beneficiary

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

“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

“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))

Claim

A “claim” is a demand for something based on the assertion of a right.

Claimant

A “claimant” is a person who makes, or who has grounds for making, a claim.

Co-debtorship for security purposes

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))

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Commercial agency

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

“Compensation” means reparation in money. (VI. – 6:101(2))

Complete substitution of debtor

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)

Condition

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

“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

“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))

Construction, contract for

A contract for construction is a contract under which one party, the constructor, undertakes to construct something for another party, the

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