Durable medium

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))

Duty

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.

Economic loss

See “Loss”.

Electronic

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

Electronic signature

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

“Financial assets” are financial instruments and rights to the payment of money. (IX. – 1:201(6))

Financial instruments

“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

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in collective investment undertakings (d) money market instruments and (e) rights in or relating to the foregoing instruments. (IX. – 1:201(7))

Franchise

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)

Fraudulent

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))

Fundamental non-performance

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))

Global security

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)

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Good faith

“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

“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

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

Gross negligence

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.

Handwritten signature

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

“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

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

Incomplete substitution of debtor

There is incomplete substitution of a debtor when a third person is substituted as debtor with the effect that the original debtor is re-

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tained as a debtor in case the original debtor does not perform properly. (III. – 5:205)

Incorporeal

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

Indemnify

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

Independent personal security

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

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

Individually negotiated

See “not individually negotiated” and II. – 1:110.

Ineffective

“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.

Insolvency proceeding

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.

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