1244781253_force majeure clauses

7/31/2019 1244781253_Force Majeure Clauses

1/8

C o n t r a c t D o m a i n P t y L i m i t e d 2 0 0 8 w w w . c o n t r a c t d o m a i n . c o m

SampleClausesForceMajeureclauses


2/8

Contract Domain Pty Limited 2008 www.contractdomain.com Page 2 of 8

TABLE OF CONTENTS

SAMPLE CLAUSES FORCE MAJEURE CLAUSES......................................................... 3VERSION 1 .............................................................................................................................. 31. FORCE MAJEURE ........................................................................................................... 3VERSION 2 .............................................................................................................................. 42. FORCE MAJEURE ........................................................................................................... 4VERSION 3 .............................................................................................................................. 53. FORCE MAJEURE ........................................................................................................... 5VERSION 4 .............................................................................................................................. 64. FIRST RIGHT OF REFUSAL .......................................................................................... 6VERSION 5 .............................................................................................................................. 75. FORCE MAJEURE ........................................................................................................... 7VERSION 6 .............................................................................................................................. 86. FORCE MAJEURE ........................................................................................................... 8


3/8


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 withappropriate 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 MAJEURE1.1 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 toany event or circumstance beyond its reasonable control ("Force Majeure").

1.2 The party claiming the existence of Force Majeure shall give notice in writing tothe 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 shalltake all reasonable steps and with due diligence to remedy or abate the Force

Majeure.


4/8


VERSION 2

2. FORCE MAJEURE2.1 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 withoutlimitation, any delay, failure, damage or loss due to fire, flood, storm, explosion,

any act of God, industrial disturbance, failure of electrical supply ortelecommunication networks, vandalism, sabotage or civil disturbance (Force

Majeure).

2.2 The party claiming the existence of Force Majeure shall give notice in writing tothe other party specifying the cause and extent of its inability to perform itsobligations 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 ForceMajeure.


5/8


VERSION 3

3. FORCE MAJEURE3.1 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.

3.2 The party claiming the benefit of this clause shall promptly give written notice tothe other party specifying the cause and extent of its inability to perform any ofits obligations under this Agreement and the likely duration of such non-

performance. In the meantime such party shall take all reasonable steps toremedy or abate the Force Majeure.

3.3 No party shall, by virtue of this clause be required against its will to settle anystrike, lockout or other industrial disturbances.

3.4 Performance of any obligation affected by Force Majeure shall be resumed assoon as reasonably possible after the termination or abatement of the Force

Majeure. If by reason of Force Majeure a party is unable to perform anyobligation 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 inpart.

3.5 Cancellation of this Agreement under this clause shall not prejudice the rights ofeither party against the other in respect of any matter or thing occurring under this

Agreement before cancellation.


6/8


VERSION 4

4. FIRST RIGHT OF REFUSAL4.1 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 makemoney payments), that Party shall give to the other Party prompt written Noticeof the Force Majeure with reasonably full particulars concerning the Force

Majeure whereupon the obligations of the Party giving the Notice of ForceMajeure, 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 Partyclaiming Force Majeure shall use all possible diligence to remove the Force

Majeure as quickly as possible.

4.2 The requirement that any Force Majeure shall not be remedied with all reasonabledispatch shall not require the settlement of strikes, lockouts or other labor

difficulties by the Party involved contrary to its wishes. How all such difficultiesshall be handled shall be entirely within the discretion of the Party concerned.

4.3 In addition to the other consequences of a proper claim of Force Majeurepursuant to sub-clause 1, the following shall apply:

(a) The Supplier shall not be liable for liquidated damages for delays whicharise as a result of any Force Majeure during the continuance of the ForceMajeure;

(b) Neither Party shall be entitled to exercise its rights and remedies uponfailure of the other Party to comply with any obligation under thisAgreement if such failure is caused by Force Majeure; and

(c) Where this Agreement prescribes any time limit for the performance ofany obligation and such obligation cannot be met within the time limit byreason of a Force Majeure properly claimed within the meaning of sub-

clause 1, the time limit shall be extended for such period as the ForceMajeure continues or such lesser period as may be agreed between the

Parties.

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

or consultant.


7/8


VERSION 5

5. FORCE MAJEURE5.1 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 orforeseeable (a Force Majeure).

5.2 Notwithstanding sub-clause 1, the Supplier agrees to be responsible for delays orfailure to perform resulting from acts or omissions within the control of a Related

Corporation.

5.3 A Party that is delayed or prevented from performing its obligations as aconsequence of a Force Majeure will exert diligent efforts to counter the Force

Majeure or otherwise mitigate the effects of the Force Majeure.

5.4 If either Party is, wholly or in part, prevented from or hindered in carrying out itsobligations 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 possibleafter its occurrence and shall give further notice promptly upon the Force

Majeure or its consequences ceasing to exist or prevent performance of thatPartys obligations under this Agreement.


8/8


VERSION 6

6. FORCE MAJEURE6.1 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 reasonablecontrol of that Party (a Force Majeure Event) provided:

(a) that Party is without fault in causing the Force Majeure Event;(b) the delay of failure could not have been prevented by reasonable

precautions taken by that Party; and

(c) the delay or failure cannot reasonably be circumvented by that Partythrough 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 aresatisfied, the Party affected is excused from further performance of the obligationaffected by the Force Majeure Event for as long as:

(a) the circumstances arising from the Force Majeure Event continue; and(b) that Party continues to use commercially reasonable efforts to

recommence performance whenever and to whatever extent possiblewithout delay.

6.3 A Party claiming to be affected by a Force Majeure Event must promptly notifythe other Party in writing including details of the nature of the Force MajeureEvent, the obligations affected and the estimate of delay that will arise from theForce Majeure Event.

6.4 Subject to compliance with the provisions of this clause, the time for performanceof any obligation specified in the Contract Specifications or in any Project or

Implementation Plan shall be extended by the period of delay in performance ofthat obligation caused by a Force Majeure Event.

1244781253_force majeure clauses

Documents