SampleClausesForceMajeureclauses

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TABLE OF CONTENTS
SAMPLE CLAUSES FORCE MAJEURE CLAUSES......................................................... 3 VERSION 1 .............................................................................................................................. 3 1. FORCE MAJEURE ........................................................................................................... 3 VERSION 2 .............................................................................................................................. 4 2. FORCE MAJEURE ........................................................................................................... 4 VERSION 3 .............................................................................................................................. 5 3. FORCE MAJEURE ........................................................................................................... 5 VERSION 4 .............................................................................................................................. 6 4. FIRST RIGHT OF REFUSAL .......................................................................................... 6 VERSION 5 .............................................................................................................................. 7 5. FORCE MAJEURE ........................................................................................................... 7 VERSION 6 .............................................................................................................................. 8 6. FORCE MAJEURE ........................................................................................................... 8

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SAMPLE CLAUSES FORCE MAJEURE CLAUSES Different versions of sample clauses for this subject follow. Select the version most suitable for your requirements and copy and paste it into your contract with appropriate changes. It may be necessary to change the description of the parties (e.g. Supplier or Customer) and other terminology (e.g. capitalized terms) to enable the text of the selected clause to be consistent with that used in the rest of the contract. Where square brackets [ ] appear inserted within them are variables and should be adjusted to reflect your circumstances.
VERSION 1 1. FORCE MAJEURE 1.1 Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than to pay money) or for any damage or loss due to any event or circumstance beyond its reasonable control ("Force Majeure"). The party claiming the existence of Force Majeure shall give notice in writing to the other party specifying the cause and extent of its inability to perform its obligations and the likely duration of such delay or non-performance and shall take all reasonable steps and with due diligence to remedy or abate the Force Majeure.

1.2

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VERSION 2 2. FORCE MAJEURE 2.1 Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than to pay money) or for any damage or loss due to any event or circumstance beyond its reasonable control including, but without limitation, any delay, failure, damage or loss due to fire, flood, storm, explosion, any act of God, industrial disturbance, failure of electrical supply or telecommunication networks, vandalism, sabotage or civil disturbance (Force Majeure). The party claiming the existence of Force Majeure shall give notice in writing to the other party specifying the cause and extent of its inability to perform its obligations and the likely duration of such delay or non-performance and shall take all reasonable steps and with due diligence to remedy or abate the Force Majeure.

2.2

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VERSION 3 3. FORCE MAJEURE 3.1 Non-performance by either of the parties of any of its obligations (other than to pay money) under this Agreement shall be excused during the time and to the extent that such performance is prevented, wholly or in part, by Force Majeure. The party claiming the benefit of this clause shall promptly give written notice to the other party specifying the cause and extent of its inability to perform any of its obligations under this Agreement and the likely duration of such nonperformance. In the meantime such party shall take all reasonable steps to remedy or abate the Force Majeure. No party shall, by virtue of this clause be required against its will to settle any strike, lockout or other industrial disturbances. Performance of any obligation affected by Force Majeure shall be resumed as soon as reasonably possible after the termination or abatement of the Force Majeure. If by reason of Force Majeure a party is unable to perform any obligation under this Agreement for a period of [20] days the other party may on giving [10] days written notice to that party cancel this Agreement in whole or in part. Cancellation of this Agreement under this clause shall not prejudice the rights of either party against the other in respect of any matter or thing occurring under this Agreement before cancellation.

3.2

3.3 3.4

3.5

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VERSION 4 4. FIRST RIGHT OF REFUSAL 4.1 If any Party is rendered unable wholly or in any part by Force Majeure to carry out its obligations under this Agreement (other than any obligation to make money payments), that Party shall give to the other Party prompt written Notice of the Force Majeure with reasonably full particulars concerning the Force Majeure whereupon the obligations of the Party giving the Notice of Force Majeure, so far as they are affected by the Force Majeure, shall be suspended during but not longer than the continuance of the Force Majeure. The Party claiming Force Majeure shall use all possible diligence to remove the Force Majeure as quickly as possible. The requirement that any Force Majeure shall not be remedied with all reasonable dispatch shall not require the settlement of strikes, lockouts or other labor difficulties by the Party involved contrary to its wishes. How all such difficulties shall be handled shall be entirely within the discretion of the Party concerned. In addition to the other consequences of a proper claim of Force Majeure pursuant to sub-clause 1, the following shall apply: (a) The Supplier shall not be liable for liquidated damages for delays which arise as a result of any Force Majeure during the continuance of the Force Majeure; Neither Party shall be entitled to exercise its rights and remedies upon failure of the other Party to comply with any obligation under this Agreement if such failure is caused by Force Majeure; and Where this Agreement prescribes any time limit for the performance of any obligation and such obligation cannot be met within the time limit by reason of a Force Majeure properly claimed within the meaning of subclause 1, the time limit shall be extended for such period as the Force Majeure continues or such lesser period as may be agreed between the Parties.

4.2

4.3

(b)

(c)

4.4

Nothing in this Clause shall entitle either Party to claim Force Majeure by reason of any failure, act or omission on the part of any employee, agent, sub-contractor or consultant.

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VERSION 5 5. FORCE MAJEURE 5.1 Neither party shall be liable under this Agreement for any delay or failure to perform its obligations hereunder caused in whole or in part by any event or circumstance beyond its reasonable control, whether or not foreseen or foreseeable (a Force Majeure). Notwithstanding sub-clause 1, the Supplier agrees to be responsible for delays or failure to perform resulting from acts or omissions within the control of a Related Corporation. A Party that is delayed or prevented from performing its obligations as a consequence of a Force Majeure will exert diligent efforts to counter the Force Majeure or otherwise mitigate the effects of the Force Majeure. If either Party is, wholly or in part, prevented from or hindered in carrying out its obligations under this Agreement by reason of Force Majeure, that Party shall give to the other notice of the full details of the Force Majeure as soon as possible after its occurrence and shall give further notice promptly upon the Force Majeure or its consequences ceasing to exist or prevent performance of that Partys obligations under this Agreement.

5.2

5.3

5.4

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VERSION 6 6. FORCE MAJEURE 6.1 A Party to this Contract will not be liable for any delay in meeting or any failure to meet its obligations under this Contract for any cause beyond the reasonable control of that Party (a Force Majeure Event) provided: (a) (b) (c) that Party is without fault in causing the Force Majeure Event; the delay of failure could not have been prevented by reasonable precautions taken by that Party; and the delay or failure cannot reasonably be circumvented by that Party through the use of alternative sources, work around plans or other commercially reasonable means.

6.2

If a Force Majeure Event occurs and the conditions specified in sub-clause 1 are satisfied, the Party affected is excused from further performance of the obligation affected by the Force Majeure Event for as long as: (a) (b) the circumstances arising from the Force Majeure Event continue; and that Party continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay.

6.3

A Party claiming to be affected by a Force Majeure Event must promptly notify the other Party in writing including details of the nature of the Force Majeure Event, the obligations affected and the estimate of delay that will arise from the Force Majeure Event. Subject to compliance with the provisions of this clause, the time for performance of any obligation specified in the Contract Specifications or in any Project or Implementation Plan shall be extended by the period of delay in performance of that obligation caused by a Force Majeure Event.

6.4

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