What is Force Majeure?

The force majeure clause may sound like an emergency provision for extreme situations, but it is standard in virtually every professional contract. The reason is simple: without it, a party unable to perform due to circumstances entirely outside its control — a flood, a pandemic, a government order — would still be liable for breach, which most jurisdictions consider an unreasonable outcome.

A well-drafted force majeure clause specifies exactly which events are covered. The standard list includes floods, earthquakes, fire of external origin, war, national strikes, pandemics, and government orders that make performance impossible. The more specific the list, the less room for interpretation — and the less room for misuse.

One of the key negotiating points is the maximum duration of the force majeure period. After how many weeks or months does the other party gain the right to terminate the contract? You do not want to remain locked into an agreement indefinitely because a supplier has invoked force majeure. A reasonable clause specifies that either party may terminate if the force majeure persists beyond a defined period — commonly two to six months — with no liability on either side.

During the pandemic, many suppliers invoked force majeure for supply chain disruptions that had only a marginal connection to a genuine force majeure event in the legal sense. Broadly worded clauses gave significant latitude that was not intended. This has led many buyers to insist on more specific lists and defined time limits.

A notification requirement is also important: the party invoking force majeure should be required to notify the other in writing within a specified number of days. This creates a record and prevents retroactive invocation.

A force majeure clause is useful to both parties, but the drafting determines whose interests it primarily serves. Too broadly worded, it gives the supplier a low-threshold exit from obligations. Too narrowly worded, it may fail to protect you if you face genuine circumstances beyond your control.

The practical message for SMBs: read the force majeure clause in every significant contract. Ensure covered events are specifically listed, that there is a maximum duration after which termination becomes available, and that a notification obligation is included. These are standard requests that most suppliers will accept.