(a) If non-performance of a party is
i)
caused by an impediment which is beyond the non-performing party's typical sphere of control, and
ii)
which occurs after the conclusion of the contract and which could not have reasonably been foreseen by the non-performing party at the time of conclusion of the contract, or
iii)
which existed at that time but was not known by that party and could not have been known by a reasonable person of the same kind as the non-performing party in the same circumstances, and
iv)
the effects of the impediment could not have been avoided or overcome by the non-performing party, and
v)
the non-performing party did not assume, explicitly or implicitly, in the contract or otherwise, the risk of the existence or occurrence of the impediment,
then that party's non-performance is excused.
(b) Unless otherwise agreed by the parties expressly or impliedly, impediments as defined in subsection (a) i) above are
i)
war, whether declared or not, or any other armed conflict, military or non-military interference by any third party state or states, act of terrorism or serious threat of terrorist attacks, or
ii)
civil riot, sabotage or piracy, strike or boycott, or
iii)
act of government, requisition, nationalisation, or any other acts of authority whether lawful or unlawful, blockade, siege or sanction, or
iv)
accident, fire, explosion, or
v)
natural disaster such as, but not limited to, storm, cyclone, hurricane, earthquake, landslide, flood, drought, or
vi)
plague, epidemic, pandemic, other viral outbreak, including any acts or orders of governments or public authorities based thereon, or
vii)
any event similar to the ones listed under i) to vi) above.
(c) If non-performance caused by an impediment as defined in a) and b) above is temporary, performance of the contract is suspended during that time and that party is not liable for damages to the other party. If the period of non-performance becomes unreasonable and amounts to a fundamental non-performance, the other party may claim damages and terminate the contract.
(d) The party who fails to perform must give notice to the other party of the impediment as defined in a) and b) above and its effect on its ability to perform. If such notice is not received by the other party within a reasonable time after the party who fails to perform knew or ought to have known of the impediment, it is liable for damages resulting from such non-receipt.
(e) Where the obligee has been prevented by an impediment as defined in (a) and b) above from causing a limitation period to cease to run, the limitation period is suspended so as not to expire before one year after the relevant impediment has ceased to exist.
(f) A state-owned enterprise or other state entity may invoke force majeure based on a legislative or similar act of that state only if that act was not taken in favour and in the individual interest of the state enterprise or entity and if the scope of the act is general in nature so that its effects apply equally to private enterprises.
Should the performance of this Agreement by any party be prevented by fire, flood, storm, strike, acts of God, unavoidable casualty, governmental order or state of war, or by any similar cause beyond the control of such party, such party's performance shall be excused (...)
1999If any performance of the contract is prevented or delayed in whole or in part, by reason of any prohibition of export or import, flood, typhoon, Act of God, fire, war whether declared or not, armed conflict, civil commotion, riot, strike or other labor disputes of Seller or of the manufacturer or suppliers of the goods, severe economic dislocation, peril or accident on the sea, the bankruptcy or insolvency of the manufacturers or suppliers, or any other cause beyond the reasonable control of Seller or of the manufacturers or suppliers of the goods, Seller shall not be liable for the non-performance of the contract including non-shipment or late shipment of the goods (...)
(...) force majeure includes, but is not limited to, the following: acts of God, action/inaction of governmental authorities, war, riot, revolution, earthquakes, fires, strikes, terrorism, capture and detention, sabotage, epidemics, inability to obtain insurance, storms, floods, acts of public enemy, port congestion, civil disobedience, nuclear incidents, labor disputes (...) - (International Contracting: Law and Practice - Larry A. DiMatteo - §2.05 A - S. 24).
In the event of any strike, fire or other event falling within the term Force Majeure preventing or delaying shipment or delivery of the goods by the seller (...) then the contract period of shipment or delivery shall be extended by {X} days on telex made within {X} days of its occurrence. Should shipment or delivery of the goods continued to be preventend beyond {X} days, the unaffected party may cancel the unfulfilled balance of the contract. Should the contract thus be cancelled and or performance be prevented during any extension to the shipment or delivery period neither party shall have any claim against the other (...) - (International Contracting: Law and Practice - Larry A. DiMatteo - §3.19 - S. 90).
A party is not liable for a failure to perform if he can prove that: (1) the failure was due to an impedement beyond his control; (2) he could not have reasonably foreseen the impediment at the time of contract formation; and (3) he could not have reasonably avoided or overcome its effects. An impediment includes but is not limited to: (a) war, hostilities, and acts of piracy; (b) natural disasters; (c) explosion, fires and destruction of machinery; (d) boycotts, strikes, lock-outs, and work stoppages which occur in the enterprise of the party seeking relief; (e) act of authority (...) - (International Contracting: Law and Practice - Larry A. DiMatteo - §3.18 - S. 91).
A party shall not be liable for delays in delivery or failure to perform due directly or indirectly to causes including but not limited to (1) causes beyond the party's reasonable control; (2) acts of God (including fires, natural disasters, floods, earthquakes, storms, (3) acts or failure to act of any governmental authority, (4) wars or hostilities (including riots and revolutions), (5) port congestion, strikes or other labor disputes by a third-party, embargoes, (6) inability due to causes beyond party's reasonable control to obtain necessary and proper labor, materials, components, facilities, energy, fuel, transportation, governmental authorizations or instructions, material or information required from the other party (...) - (International Contracting: Law and Practice - Larry A. DiMatteo - §3.19A - S. 94).
Seller shall be excused from, and shall not be liable for, failure of performance to the extent due to causes beyond Seller's control and without Seller's fault or negligence, including, but not limited to, acts of God or public enemy, acts of Government in either sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, unusually severe weather and delays of common carriers (...) - (International Contracting: Law and Practice - Larry A. DiMatteo - §6.05 A - S. 205).
Failure of an of the provisions of this Agreement, except the payment of money, by reason of manufacturing capacity limitations, acts of governmental authority, strikes, labor stoppage or slowdown, shortage of energy, inability to obtain packages, acts of God, or any other cause, natural or otherwise, beyond either party's reasonable control shall not constitute an event of default or breach of this Agreement (...) - (International Contracting: Law and Practice - Larry A. DiMatteo - §9.03 - S. 329).
The term Force Majeure as employed in this Contract will mean any event that prevents delivery or receipt of Gas at the Delivery Point, including acts of God, strikes, lockouts, or industrial disputes or disturbances, civil disturbances, interruptions by government or court orders, necessity for compliance with any court order, law, statute, ordinance, or regulation promulgated by a governmental authority having jurisdiction, acts of the public enemy, events affecting facilities or services of non-affiliated third parties, or any other cause of like kind not reasonably within the control of the Party claiming Force Majeure and which by the exercise of due diligence such Party could not have prevented or is unable to overcome. The term Force Majeure specifically excludes the following occurrences or events: i) The curtailment of interruptible or secondary firm transportation unless primary, in-path, firm transportation is also curtailed; ii) increases or decreases in Gas supply due to allocation or reallocation of production by well operators, pipelines, or other parties; iii) changes in market conditions or economic curtailment; iv) loss of markets or Gas supply unless such loss would also constitute an event of Force Majeure under this Contract; v) failure of specific, individual wells or appurtenant facilities in the absence of a Force Majeure event broadly affecting other wells in the same geographic area; and vi) regulatory disallowance of the pass through of the costs of Gas or other related costs.
2000Impediments and/or circumstances which may give rise to Force Majeure may result from events such as following, the enumeration not being exhaustive: (i) war, whether declared or not, civil war, riots and revolutions, acts of piracy, acts of sabotage; (ii) natural disasters such as violent storms, cyclones, earthquakes, floods, destruction by lightning; (iii) explosions, fires, destruction or break-downs of machines, factories and of any kind of installations (...); (iv) boycotts, strikes and lock-outs of all kinds, go-slows, occupation of factories and premises, and work stoppages which occur in the enterprise of the party seeking relief; or (v) acts of authority, whether lawful or unlawful, apart from acts for which the party seeking relief has assumed the risk by virtue of other provisions of this Contract (...)
2002No party hereto shall be liable for damages resulting from failure to produce, deliver or accept all or any of the Cliffs Pellets as described herein, if and to the extent that such production, delivery or acceptance would be contrary to or would constitute a violation of any regulation, order or requirement of a recognized governmental body or agency, or if such failure is caused by or results directly or indirectly from acts of God, war, insurrections, interference by foreign powers, strikes, labor disputes, fires, floods, embargoes, accidents, acts of terrorism, or uncontrollable delays at the mines or either steel plant, on the railroads, docks or in transit, shortage of transportation facilities, disasters of navigation, or other causes, similar or dissimilar, that are beyond the control of the party charged with a failure to deliver or to accept the X's Pellets (...)
2002The Underwriter may terminate this Bond Purchase Agreement by notification to the Issuer and the Company if at any time subsequent to the date hereof: (i) any legislation, ordinance, rule or regulation shall have been enacted by any governmental body, department or agency of the State of X or any decision by any court of competent jurisdiction shall have been rendered that in the reasonable opinion of the Underwriter materially adversely affects the marketability of the X Bonds; (ii) any legislation shall have been enacted, any decision by a court of the United States of America shall have been rendered or any stop order, ruling, regulation or official statement by or on behalf of the Securities and Exchange Commission or other governmental agency shall have been made to the effect that the X Bonds or the Indenture are not exempt from registration, qualification or other requirements of the 1933 Act, the Trust Indenture Act of 1939, as amended, or other federal securities laws; (iii) there shall have occurred any new outbreak of hostilities or any national or international calamity or crisis, the effect of such outbreak, calamity or crisis being such as could cause a major disruption in the debt markets and as, in the reasonable judgment of the Underwriter, would make it impracticable for it to market the X Bonds or to enforce contracts for the sale of the X Bonds; (iv) there shall be in force a general suspension of trading on The New York Stock Exchange, Inc., or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on The New York Stock Exchange, Inc., whether by virtue of a determination by that exchange or by order of the Securities and Exchange Commission or any other governmental authority having jurisdiction; (v) a general banking moratorium shall have been declared by federal, New York, or New Mexico authorities having jurisdiction and be in force; or (vi) any event shall have occurred or condition shall exist which makes untrue or incorrect, as of such time, in any material respect, any statement or information contained in the Official Statement or which is not reflected in the Official Statement, but should be reflected therein in order to make such statements and information contained therein not misleading as of such time in any material respect.
2005If any party is unable to perform its contractual liabilities due to any force majeure event, the affected party shall notify the other party within 7 days upon the occurrence of such event, and shall present written evidence issued by the relevant authority within 15 days upon the end of such events and could partially or wholly exempt from the liability in the light of the impact caused by force majeure. Where an event of force majeure occurs after the partyâs delay in performance, the defaulting party shall not be released from its liabilities.
2007The Seller shall not be held responsible for failure or delay in delivery of the entire lot or a portion of the goods under this Sales Contract in consequence of any Force Majeure incidents which might occur. Force Majeure as referred to in this contract means unforeseeable, unavoidable and insurmountable objective conditions.
2009Neither party or its Affiliates will be in violation of any of the requirements of this Agreement to the extent that its performance is impaired as a result of any delay, failure in performance, or interruption of service, resulting directly or indirectly from acts of God, acts of civil or military authorities, civil disturbances, wars, acts of terrorism, strikes or other labor disputes, fires, transportation contingencies, outages of third party telecommunications networks with whom the non-performing party does not have a direct contractual relationship, failure of suppliers with whom the non-performing party does not have a direct contractual relationship, or other similar occurrences which are beyond such party's reasonable control; provided, however, that such party has implemented and complied with its Disaster Recovery Plan and any such delay or failure will be remedied by such party as soon as reasonably possible. Upon the occurrence of a force majeure event, the party unable to perform will, if and as soon as possible, provide written notice to the other party indicating that a force majeure event occurred and detailing how such force majeure event impacts the performance of its obligations. Each party will maintain during the Term, appropriate business continuity and disaster recovery plans, procedures, facilities and equipment to restore operation of their respective properties and services within a reasonable period of time under the circumstances ("Disaster Recovery Plan").
2009If any Party does not or delays to fulfil the obligations of this Contract directly or indirectly due to natural disaster, wars, situations similar to war, embargo, disturbance, strike, blockade and other unpredictable and uncontrollable accidents which may be solved without additional cost and time, this Party shall not bear any responsibility for the other Party.
2010No Party shall be liable for any loss or damage caused by delay in the performance or non-performance of any of its obligations under this Contract when the same is occasioned by an Event of Force Majeure, that is to say any circumstances whatsoever beyond the reasonable control of the affected Party which directly or indirectly prevent or impede the due performance of this Contract, including but not to be limited to the following matters: (a) war or hostilities; and/or (b) earthquake, flood, typhoon, fire or other natural physical disaster.
2010Force majeure means any event beyond a Party's control, which could not be reasonably foreseen at the time this Agreement was executed, given its unforeseeable and unavoidable nature, including, but without limitation, any order, regulation, decision or directive, judgment or determination issued by any authority in statute or other form; any uprising, disturbance, civil war or war with a foreign power, strike or other labour disturbance; any fire, flood or other act of God; or, in general, any other condition beyond the control of a Party (...)
2010Neither the Seller nor any Affiliate of the Seller, will be responsible for or be deemed to be in default on account of delays in delivery of any Aircraft or failure to deliver or otherwise in the performance of this Agreement or any part hereof due to causes beyond the Seller's, or any Affiliate's control or not occasioned by the Seller's, fault or negligence ("Excusable Delay"), including, but not limited to: (i) acts of God or the public enemy, natural disasters, fires, floods, storms beyond ordinary strength, explosions or earthquakes; epidemics or quarantine restrictions; serious accidents; any law, decision, regulation, directive or other act (whether or not having the force of law) of any government or of the Council of the European Community or the Commission of the European Community or of any national, Federal, State, municipal or other governmental department, commission, board, bureau, agency, court or instrumentality, domestic or foreign; governmental priorities, regulations or orders affecting allocation of materials, facilities or a completed Aircraft; war, civil war or warlike operations, terrorism, insurrection or riots; failure of transportation; strikes or labor troubles causing cessation, slow down or interruption of work (...) inability after due and timely diligence to procure materials, accessories, equipment or parts; general hindrance in transportation; or failure of a subcontractor or supplier to furnish materials, components, accessories, equipment or parts; (ii) any delay caused directly or indirectly by the action or inaction of the Buyer; and (iii) delay in delivery or otherwise in the performance of this Agreement by the Seller due in whole or in part to any delay in or failure of the delivery of, or any other event or circumstance relating to {...}
2011If any delivery is delayed as a result of an Excusable Delay for a period of more than {X} days after the last day of the Scheduled Delivery Month, then either party may terminate this Agreement with respect to the affected Aircraft, by giving written notice to the other party within {X} days. However, the Buyer will not be entitled to terminate this Agreement pursuant to this Clause X if the Excusable Delay is caused directly or indirectly by the action or inaction of the Buyer.
2011Neither the Commission nor the Participating Member States nor AstraZeneca shall be held liable or responsible to the other Party or be deemed to have breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from events beyond the reasonable control of the non-performing Party, including fires, floods, earthquakes, hurricanes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), terrorist acts, insurrections, riots, civil commotion, strikes, lockouts, or other employment disturbances (whether involving the workforce of the nonperforming Party or of any other person) acts of God or acts, omissions or delays in acting by any governmental authority (except to the extent such delay results from the breach by the non-performing Party or any of its Affiliates of any term or condition of this Agreement. Defaults of service, defects in equipment or material or delays in making them available, labour disputes, strikes and financial difficulties may not be invoked as force majeure, unless they stem directly from a relevant case of force majeure.
The situation or event must not be attributable to negligence on the part of the parties or on the part of the subcontractors.
The non-performing Party shall notify the other Party of such force majeure promptly following such occurrence takes place by giving written notice to the other Party stating the nature of the event, its anticipated duration (to the extent known), and any action being taken to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use Best Reasonable Efforts to remedy its inability to perform and limit any damage.
Neither party shall be liable for non-performance or delays caused by acts of God, wars, riots, strikes, fires, shortage of labor or materials, labor disputes, government restrictions or other causes beyond its control (...)
1999Either party's performance under this Agreement shall be excused if such non-performance is due to: labor difficulties; riots; strikes; governmental orders; epidemics; acts of civil or military authority; war; terrorism, compliance with laws, rules, and regulations and codes adopted after the date of this Agreement; acts of God; civil commotion; or acts of nature for the period of time that such force majeure condition exists (...)
2003If and to the extent that a Party's performance of any of its obligations pursuant to this Agreement is prevented, hindered or delayed by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, or any other similar cause beyond the reasonable control of such Party (but specifically excluding labor and union-related activities) (each, a "Force Majeure Event") (...)
2005Neither Party shall be liable for a failure or delay in its performance under this Agreement where such failure or delay is the result of fire, flood, earthquake or other natural disaster, act of God, riot, labor dispute, war, embargo, armed hostilities or acts of terrorism, any declaration of war by Congress or any other national or international emergency, the intervention of any governmental authority, or any other cause beyond such Party's reasonable control.
2005(...) Collateral Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of Collateral Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war or terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility) (...)
2005Force Majeure shall mean natural disasters or catastrophic events such as (i) epidemics, (ii) nuclear, chemical or biological accidents or atacks, (iii) fire, flood, typhoons, hurricanes, earthquakes or other natural disasters, (iv) acts or omissions by any government authorities, such as foreign currency restrictions, war, riots, sabotage or revolutions or (v) the occurrence of a similar event or condition that is beyond a party's reasonable control and which cannot be reasonably foreseen.
2006Neither Party shall be in default or liable for any loss or damage resulting from delays in performance or from failure to perform or comply with terms of this Agreement (other than the obligation to make payments, which shall not be affected by this provision) due to Force Majeure.
2006Due to earthquakes, typhoon, floods, fires, war and other unforeseeable force majeure events (including but not limited to natural disasters, strikes, riots, warlike actions, outbreaks of contagious diseases, government regulations after the signing of the contract, storms or other natural disasters) of which the occurrence and consequences cannot be prevented or avoided, where the fulfillment of this agreement is directly affected or cannot be performed pursuant to the terms and conditions (...)
2006For purposes of this Section X, "Force Majeure" means an event beyond the control of a Party, which by its nature could not have been foreseen by such Party, or, if it could have been foreseen, was unavoidable and includes, without limitation, acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) and failure of energy sources.
2007In no event shall the Collateral Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Collateral Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
2009In no event shall the Collateral Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Collateral Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
2010Force Majeure shall mean an event, condition or circumstance, or combination of events, conditions or circumstances, beyond the reasonable control and without the fault or negligence of the Party claiming the Force Majeure, which causes a material delay or disruption in the performance of any obligation imposed on such Party. Subject to the foregoing, Force Majeure includes: (a) lightning, storm, flood, hurricane, cyclone, typhoon or tornado; (b) earthquake, landslide, explosion or fire; (c) strikes and/or other work stoppage and/or slow-downs (...); (d) acts of war (whether declared or undeclared), actions of terrorists, blockage, embargo, riot, insurrection, civil commotion, revolution, coup d'etat and sabotage; and (e) Changes in Law (...)
Force Majeure means any event or circumstances beyond the reasonable control of a Party which prevents the performance by that Party of its obligations. Force Majeure Event includes the following events and circumstances, which are consistent with Exceptional Events in the Power Purchase Agreement and the Implementation Agreement (...): (i) Natural: including, but not limited to, any effect caused by natural elements, explosions or chemical contamination, and epidemic or plague; (ii) Political: including, but not limited to, Dominican Republic and foreign political events, which in each case includes acts of war, strikes (...) and change in law (...)
Force Majeure means unavoidable causes beyond the control and without fault or negligence of the Contractor and/or the Purchaser, which affect the performance of the Contract, notwithstanding the reasonable care of the parties affected. The case of Force Majeure shall be: nuclear and pressure wave risk, war, hostilities (whether war be declared or not), invasion, act of foreign enemies, rebellion, blockade, revolution, insurrection, military or usurped power, civil war, mobilization, civil commotion, Act of God, or unless solely restricted to the employees of the Contractor or of his sub-contractors and arising fron the conduct of the Works, riot, commotion or disorder.
1997The following circumstances shall constitute Force Majeure if they impede the performance of the Contract or makes performance unreasonably onerous: industrial disputes and any other circumstance beyond the control of the parties such as fire, earthquake, landslide, storm, flood and other natural disasters, war, mobilisation or military call up of a comparable scope, requisition, seizure, currency restrictions, insurrection and civil commotion, shortage of transport, general shortage of materials, restrictions in the use of power and defects or delays by subcontractors caused by Force Majeure. The above described circumstances shall constitute Force Majeure only if their effect on the performance of the Contract could not be foreseen when the Contract was entered into.
2001Unless otherwise stipulated herein, the following terms shall have the meaning set forth below (...) Force Majeure, any earthquake, storm, fire, flood, war or other significant event of natural or human- caused disaster arising after signing hereof which is unforeseen, unavoidable and not possible to overcome, and is beyond the control of any party, and prevents the total or partial performance of this Agreement (...)
2009An event of force majeure refers to any circumstances that cannot be reasonably controlled, predicted, avoided or overcome, and occurs after the execution of this Agreement, which make the performance of this Agreement in whole or in part impossible or impracticable as a matter of fact, including but not limited to any situation where performance is impossible without unreasonable expenditure. Such circumstances include but are not limited to floods, fires, droughts, typhoons, earthquakes, and other acts of God, traffic accidents, strikes, riots, turmoil and wars (declared or not) and any act or omission of a governmental authority.
2003(...) Force Majeure, which includes acts of governments, acts of nature, fire, explosion, geographic change, flood, earthquake, tide, lightning, war, means any unforeseen events beyond the prevented Party's reasonable control and cannot be prevented with reasonable care. However, any shortage of credit, capital or finance shall not be regarded as an event beyond a Party's reasonable control (...)
2010Force Majeure shall mean war, terrorism, explosion, bombing, revolution, riots, civil commotion, strikes, lockout, inability to obtain labour or materials, fire, flood, storm, earthquake, hurricanes, tornado, drought, tidal waves, settlement of dredged areas or other acts or elements, accident, government restrictions or appropriation or other causes, whether like or unlike the foregoing, beyond the Development Manager's control.
2007All consequences resulting from force majeure or smoke, flood, fire or failure or breakdown of any electromechanical system or equipment not due to any fault of Party A, or leakage or interruption of water, gas or electricity supplying facility.
2009Force Majeure shall mean an event, condition or circumstance, or combination of events, conditions or circumstances, beyond the reasonable control and without the fault or negligence of the Party claiming the Force Majeure (...) excluding strikes involving only X's staff or other employees or Subcontractors of X (...)
(...) Political: (...) strikes (excluding strikes involving only the Project or the Seller or its contractors) (...)
(...) Buyer shall accept any shipment made within a reasonable time, or shall accept the cancellation of all or any part of the contract at Seller's option. Provided that nothing herein shall relieve Buyer from its obligation to pay for the goods.
(...) The relief granted under this clause is a postponement of the time for performance for such period as may be reasonable. The non-breaching party may also suspend his own performance (...) - (International Contracting: Law and Practice - Larry A. DiMatteo - §3.18 - S. 91).
(...) Where an event of force majeure occurs after the party's delay in performance, the defaulting party shall not be released from its liabilities.
(...) In the event of such delay, the performing party shall take reasonable efforts to mitigate the impact of the delay; the added cost of which shall result in an equitable adjustment to the contract. The time of performance shall also be extended for a period equal to the time lost due to the excusable delay (...) - (International Contracting: Law and Practice - Larry A. DiMatteo - §3.19 A - S. 94, 95).
(...) if Licensed Products are unavailable due to any of the foregoing, Company shall not be compelled to honor previously accepted orders, but shall attempt to distribute available Licensed Products among all Distributors in a fair and equitable manner - (International Contracting: Law and Practice - Larry A. DiMatteo - §9.03 - S. 329).
The Party shall not be liable for any failure to perform its obligations under this Contract (except for the Buyer's obligation to pay the Contract Price and the Seller's obligations to make payments hereunder) in so far as it proves that such failure (i) was due to an impediment or circumstances beyond its control; and (ii) it could not reasonably be expected to have taken the impediment or circumstances and its effects upon its ability to perform this Contract into account at the time of the conclusion of this Contract; and (iii) it could not reasonably have avoided or overcome it or at least its effects; and (iv) such impediments or circumstances prevents the ability of the respective Party to perform its obligations under this Contract.
2002(...) To the extent a force majeure is claimed hereunder by a party hereto, such shall relieve the other party from fulfilling its corresponding agreement hereunder to the party claiming such force majeure, but only for the period affected by and to the extent of the claimed force majeure, unless otherwise mutually agreed to by the parties (...)
2002If an Excusable Delay occurs (...) the Seller will not be responsible for any damages arising from or in connection with such Excusable Delay suffered or incurred by the Buyer (...) the Seller will not be deemed to be in default in the performance of its obligations hereunder as a result of such Excusable Delay (...) the Seller will as soon as practicable after the removal of the cause of such delay resume performance of its obligations under this Agreement and in particular will notify the Buyer of the revised Scheduled Delivery Month.
2011(...) In the event of the occurrence of any of the foregoing, the date of performance shall be deferred for a period of time equal to the time lost by reason of the delay (...)
1999Neither Party shall be under any liability for failure to fulfill any obligation under this Agreement, so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure.
2007Except for the obligations of either Party to make any required payments as indicated in the Fuel Supply Agreement, the Buyer and the Seller are relieved from failure or delay in performing their respective obligations if caused by a Force Majeure Event (...)
(...) no relief to perform is granted if such failure to perform would have nevertheless been experienced had such Force Majeure Event not occurred (...)
(...) Neither Contractor or Purchaser shall be considered in default in the performance of their contractual obligations under the Contract, as long as such performance is prevented or delayed for reasons of (...) Force Majeure.
1997Should the occurrence of a Force Majeure result in the Seller or the Purchaser's failure to perform its obligations under this Agreement in whole or in part, the affected party may, unless otherwise stipulated by applicable Law, be exempted from performing those obligations to the extent of the effect of the Force Majeure in question.
2009If either party fails to perform in whole or in part its duties under this Agreement due to an event of force majeure, the performance of such duties shall be suspended during the period of such event of force majeure.
2003If this Agreement is delayed in or prevented from performing in the Event of Force Majeure (Event of Force Majeure), only within the limitation of such delay or prevention, the affected Party is absolved from any liability under this Agreement (...)
2010The Party affected by Force Majeure shall not assume any liability under this Agreement. However, subject to the Party affected by Force Majeure having taken its reasonable and practicable efforts to perform this Agreement, the Party claiming for exemption of the liabilities may only be exempted from performing such liability as within limitation of the part performance delayed or prevented by Force Majeure. Once causes for such exemption of liabilities are rectified and remedied, both parties agree to resume performance of this Agreement with their best efforts.
2010(...) If delays resulting from any of the foregoing causes extends for more than {X} days and the partie have not agreed upon a revised basis for continuing contract performance at the end of the delay, including adjustments of schedule and price, then either party, upon {X} days written notice, may request termination of the contract in accordance with (...) with respect to the unexecuted portion of the work where upon Buyer shall pay Seller all termination charges in accordance with (...) - (International Contracting: Law and Practice - Larry A. DiMatteo - §2.05 A - S. 25).
(...) Upon the termination of the contract, each party may retain whatever he has received, but must account to the other party for any unjust enrichment.
(...) if delay is excused by this Article and extends for more than {X} days and the parties have not by such date agreed upon a revised basis for continuing the work at the end of the delay, then either party, upon {X} days' written notice, may terminate this Contract with respect to the unexecuted portion. The purchaser shall pay for work completed - (International Contracting: Law and Practice - Larry A. DiMatteo - §3.21 - S. 95).
(...) if the delay extends for {X} days or more this Contract may be terminated by the Purchaser without additional cost and without liability to Seller - International Contracting: Law and Practice - Larry A. DiMatteo - §6.05 A - S. 205).
(...) If the event of force majeure still continues for a 3 (three) month period after its occurrence, then the Party which has not claimed force majeure may terminate this Agreement, simply by informing the other Party in writing of its decision to terminate this Agreement with immediate effect.
2010If, as a result of an Inexcusable Delay, the Delivery does not occur within {X}Â days after the last day of the Delivery Period and the parties have not renegotiated the Delivery Date pursuant to Clause X, then both parties will have the right exercisable by written notice to the other party, given between {...} to terminate this Agreement in respect of the affected Aircraft. In the event of termination, neither party will have any claim against the other, except that the Seller will pay to the Buyer any amounts due pursuant to Clause X and will pay to the Buyer an amount equal to the Predelivery Payments received from the Buyer hereunder in respect of such affected Aircraft.
2011The Fuel Supply Agreement may be terminated effective upon {X} days notice without liability or further payment (except for any amount owed prior to such termination) by the party not claiming Force Majeure in the event a Force Majeure Event(s) validly excuses the other party's performance for a continuous period exceeding {X} months (...)
The following conditions shall be applied in case of Termination due to Force Majeure. Upon receipt of the notice of such termination, the Contractor shall (...) cease all further work (...) terminate all sub-contracts (...) remove all Construction Equipment and repatriate the Contractor's and its Sub-Contractor's personnel from the Site (...) deliver as follows to the Purchaser: the parts of the Works executed by the Contractor up to the date of termination; and to the extend legally possible assign to the Purchaser all right, title and benefit of the Contractor to the Works and in the Materials as at the date of termination (...)
1997In the event that the delay and/or non-performance of the obligations exceeds {X} days due to Force Majeure, the Purchaser, without any obligation to pay any amount to the Contractor, shall be entitled to terminate the Contract by so notifying the Contractor in writing.
1997In the event of termination of the Contract (...) the Purchaser shall pay to the Contractor the following amounts: the Contract Price property attributable to the parts of the Works executed by the Contractor as at the date of termination; and the costs reasonably incurred by the Contractor in the removal of the Construction Equipment from the Site and in the repatriation of the Contractor's and its Sub-Contractor's personnel; and any amounts to be paid by the Contractor to its Sub-Contractors in connection with the termination of any sub-contracts, including any cancellation charges; and the costs incurred by the Contractor in protecting the Works and leaving the Site in a clean and safe condition (...)
1997If Force Majeure prevails for a period of {X} days or more and has a material adverse effect on this Agreement, then the applicable party may terminate this Agreement in accordance with Article X.
2009With the unanimous agreement of the Board of Directors and approval of the original inspection department, the Joint Venture can be terminated prior to the initial term or the contract be terminated in advance if the contract cannot be executed for reason of force majeure or the Joint Venture suffers losses in consecutive years and is incapable of going on with the business for certain reasons.
2006(...) The Parties shall agree to a revised basis for continuing contract performance at the end of the delay, including adjustments of schedule and price (...) - (International Contracting: Law and Practice - Larry A. DiMatteo - §2.05 A - S. 25).
If, as a result of an Inexcusable Delay, the Delivery does not occur within {X} days after the last day of the Delivery Period the Buyer will have the right, exercisable by written notice to the Seller given between {...} to require from the Seller a renegotiation of the Scheduled Delivery Month for the affected Aircraft. Unless otherwise agreed between the Seller and the Buyer during such renegotiation, the said renegotiation will not prejudice the Buyer's right to receive liquidated damages in accordance with Clause X.
2011(...) According to the level of the event's impact on the fulfillment of the agreement, the parties shall decide through consultation whether to partially exempt the duty to fulfill this agreement or to delay the fulfillment. No party is to request compensation for the losses due to force majeure. Once force majeure has disappeared, the parties should at once take measures to continue fulfilling what is to be performed under this agreement.
2006In the event a condition of Force Majeure is declared and substantiated (...), the parties shall consult with each other to extend the Time for Completion and Chronogram, subject to the Employer's acceptance for such matter. But neither party shall be entitled to additional compensation or any adjustment of Contract Price as a result thereof. No ground for exemption can be invoked if Contractor has failed to give timely written notice and subsequently support it by documentary evidence.
1997In the event of Force Majeure, the parties shall promptly consult with each other to find a solution to the situation.
2009When the event of force majeure occurs, the parties shall consult with each other regarding the performance of this Agreement. Once the event of force majeure or its effects ceases, both parties shall immediately resume the performance of their respective obligations herein.
2003(â¦) Disputes arising out of cases of force majeure shall be resolved through negotiations between the two Parties as to whether to terminate the contract or partially release the obligations of the affected party, or postpone the fulfillment of the contract according to the effect of the accident on the fulfillment of the contract.
2006(...) provided notice of its inability to perform is given to the other party within a reasonable period of time.
1999If any party is unable to perform its contractual liabilities due to any force majeure event, the affected party shall notify the other party within {X} days upon the occurence of such event, and shall present written evidence issued by the relevant authority within {X} days upon the end of such events and could partially or wholly exempt from the liability in the light of the impact caused by force majeure (...)
(...) The Party affected by a Force Majeure event shall inform the other Party of the existence of a Force Majeure event in writing, within {X} days of becoming aware of the commencement of a Force Majeure event (...) - (International Contracting: Law and Practice - Larry A. DiMatteo - §2.05 A - S. 24).
(...) A party seeking relief pursuant to this clause shall give notice as soon as practicable. Failure to give timely notice makes the party liable in damages for losses that could otherwise have been avoided. Notice shall also be given when the impediment ceases (...) - (International Contracting: Law and Practice - Larry A. DiMatteo - §3.18 - S. 91).
(...) in the event of an excusable occurrence under this clause, the performing party claiming such an excuse, as soon as practical, shall notify the other party, and, as soon as practical, notify the other party of a revised delivery date (...) - (International Contracting: Law and Practice - Larry A. DiMatteo - §3.19 A - S. 94).
Excusable Delay � (...) in order to be excused from performance (...) Seller shall submit, within {X} calendar days of the start of the event causing delay, a written notice stating a complete and detailed description of such event, the date of commencement, an estimate of the probable period of delay, and explanation indicating how such event was beyond the control of the Seller and not due to its negligence or fault and the efforts Seller will make to minimize the lenght of delay (...) - (International Contracting: Law and Practice - Larry A. DiMatteo - §6.05 A - S. 205).
Except with regard to a Party's obligation to make payments due under this Contract, in the event either Party hereto is rendered unable, wholly or in part, by Force Majeure to carry out its obligations, then upon notification by telephone with a subsequent written notice setting forth the specifics within a reasonable time, but not in excess of six (6) days after the commencement of the failure to perform due to Force Majeure, the obligations of the Party giving such notice, insofar as they are affected by such Force Majeure, from its inception, shall be excused during the entire period of any inability so caused but for no longer period.
2000Except with regard to a Party's obligation to make payments due under this Contract, in the event either Party hereto is rendered unable, wholly or in part, by Force Majeure to carry out its obligations, then upon notification by telephone with a subsequent written notice setting forth the specifics within a reasonable time, but not in excess of six (6) days after the commencement of the failure to perform due to Force Majeure, the obligations of the Party giving such notice, insofar as they are affected by such Force Majeure, from its inception, shall be excused during the entire period of any inability so caused but for no longer period.
2000The Party seeking Force Majeure relief shall, as soon as practicable after the impediment and its effects upon its ability to perform became known to it, give notice to the other Party of such impediment and its effects on its ability to perform. Notice shall also be given when the grounds for relief ceases. Relief shall take effect from the time Force Majeure circumstances arose or, if notice is not timely given, from the time of notice. Failure to give notice makes the failing Party liable in damages for loss which otherwise could have been avoided.
2002(...) A party claiming a force majeure shall give the other party prompt notice of the force majeure, including the particulars thereof and, insofar as known, the probable extent and duration of the force majeure (...)
2002If any of the two parties fails to perform its obligations under this contract due to any Force Majeure event, it shall inform the other party by written notice within {X} days since occurrence of the event, in which way the Party may be exempted from the liabilities in terms of impact of the Force Majeure event. If the Force Majeure occurs after the delayed implementation, the defaulting party shall not be exempted from the liabilities.
2008In case of force majeure, the affected Party shall inform the other Party within {X} days after occurring of such case and submit documents issued by local relevant department used to prove the occurrence of force majeure within {X} days after occurring of such case (...)
2010Should any such Event of Force Majeure occur the affected Party shall notify the other Party in writing within X days and shall use its reasonable endeavors to resume prompt performance as soon as such Event of Force Majeure shall have ceased, and the time for any such Party's performance shall be extended for a period equal to the time lost by reason of the delay which shall be remedied with all due dispatch in the circumstances. A Party shall not be considered to be in breach of an obligation under this Contract if prevented from performing such obligation due to an Event of Force Majeure.
2010(...) If an event of force majeure should occur and prevents one of the Parties from performing its obligations under this Agreement, the Party invoking an event of force majeure shall provide the other Party with: a) full evidence of the said event as promptly as possible and in any event within 7 (seven) days of its occurrence, b) any additional information that the other Party may reasonably require to ascertain the force majeure nature of the concerned event, and c) an appropriate reporting on the evolution of the situation (...)
2010If an Excusable Delay occurs (...) the Seller will notify the Buyer of such Excusable Delay as soon as practicable after becoming aware of the same (...)
2011(...) the affected party shall notify the other in writing of such events or circumstances promptly upon their occurrence.
1999(...) the party confronting the above mentioned force majeure should immediately notify the other party of the relevant information about the event and, within 5 business days after the event of force majeure, should provide a detailed written report about the force majeure. Also, within a month of the written report, it should provide a valid document of proof of the force majeure, which should be issued by a public notary institution at the site of the event of force majeure, except where the Chinese laws do not permit (...)
2006Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party (...)
2007(...) Should Force Majeure prevent the total or partial performance required under the Contract, and Purchaser and/or Contractor finds it impossible to continue the Works, then the party claiming Force Majeure shall advise the other party within {X} week(s) after occurrence of the Force Majeure, notify about the occurrence of the force majeure event and provide details of the arising and ceasing of the impediment with convincing evidence. Within {X} week(s) after the end of the impediment, Contractor shall likewise notify Purchaser in writing when such impediment ended, and provide justifiable documentation, such as official certificate from competent authorities substantiating the occurrence and nature of the alleged contingencies (...)
1997A party wishing to claim Force Majeure shall no later than {X} week(s) after the occurrence notify the other party thereof. If a party fails to give notice within that time he shall not be entitled to claim Force Majeure for the period preceding the notice. When the Force Majeure situation has ceased the other party shall be informed thereof and, if possible, of the time when the undertakings which have been postponed due to Force Majeure will be performed.
2001The party claiming Force Majeure shall, as soon as possible after the occurrence of the Force Majeure, inform each of the other parties of the situation and specify the reason for its failure to perform this Agreement, so as to minimize the damages inflicted upon that party, and shall provide each of the other parties with written evidence, certified by the relevant Government Authority, of the occurrence of the Force Majeure.
2009A party that claims that it has been affected by an event of force majeure shall notify the other party of such event of force majeure in writing in the shortest period possible, and shall provide appropriate evidence of the existence and period of the event of force majeure to the other party within fifteen (15) days after its occurrence (...)
2003(...) The Party affected by Force Majeure who claims for exemption from performing any obligations under this Agreement or under any Section herein shall notify the other party of such exemption promptly and advice him of the steps to be taken for completion of the performance.
2010(...) The Party affected by Force Majeure who claims for exemption from performing any obligations under this Agreement or under any Section herein shall notify the other party of such exemption promptly and advice him of the steps to be taken for completion of the performance.
2010As the consequence of force majeure, such as earthquakes, typhoons, floods, fires, wars or other natural calamities, which can not be predicted, or the happening or consequence of which can not be prevented or avoided, and directly affects the execution of the contract, or execution of the contract according to the terms stipulated in the contract, the Party that encounters the force majeure should notify the other Party by cable of the actual situation of the accident, and valid documents to certify the detailed happenings of the accident, and valid documents to certify the reasons of its inability to fulfill or completely fulfill, or the necessity to postpone the fulfillment of the contract , should be submitted to the other Party within 15 days of the accident, and should be certified by the notarization department of the region where the accident took place (...)
2006
1. Externality: Occurrence of an external event for which the obligor has not assumed the risk.
2. Unavoidability/Irresistability: The occurrence of the external event was beyond the obligor’s (typical) sphere of control/the ordinary organization of his business and was absolute.
3. Unforseeability: The event and its consequences, i.e. the adverse impact on the obligor’s ability to perform, could not reasonably have been avoided or overcome by the obligor, e.g. by alternative and commercially reasonable (measured against the risk-distribution in the contract) modes of performance, procurement or transportation, or other safety measures. External events are typically unforseeable.
4. Causation ("conditio sine qua non", "but for"-test): The obligor’s non-performance was, as a “matter of commercial reality” caused by the external event and not by the obligor’s own fault (e.g. self-inflicted production problems, defective goods or packaging or the aggrieved party would not have performed in any event for other reasons unrelated to the force majeure event).
2 Subsection (b) contains a list of typical "external" force majeure events. The reference to "piracy" in subsection (b) i) takes account of the increasing threat of piracy (for a definition see Art. 101 United Nations Convention on the Law of the Sea) to global sea transports, e.g. in the Gulf of Aden, offshore Lagos in Nigeria and in other places of the world. The events "acts of terrorism or serious threats of terrorist attacks" contained in subsection (b) i) are a reaction to a change in the force majeure drafting practice of many companies after 9/11. The wording of the introductory phrase of that subsection ("such as") and of subsection (vii) ("any event of a similar nature") makes it clear that the list of force majeure events contained therein is non-exhaustive unless the parties provide otherwise in their contract. Thus, it may be considered a force majeure event if a mandatory export control law in force in the country of one of the parties prohibits the export of goods from that country under the conditions set forth in the contract.
3 The mere fact alone that performance of a contract becomes economically more onerous or commercially less attractive for one party does not constitute a force majeure event even though the lack of funds may have been caused by a force majeure event listed in subsection (b). A change in economic or market conditions, affecting the profitability of a contract or the ease with which a party's obligations can be performed, does not constitute a force majeure event under subsection (b). Such scenarios may be considered Hardship events under Trans-Lex Principle VIII.1. Lack of funds may be considered a force majeure event, however, if the economic onerousness of performance comes close to a physical impossibility to perform or if the parties have extended the scope of force majeure to such scenarios in their contract, e.g. in the force majeure clause.
4 If a seller of generic goods has problems with his supplier, that situation does not in and of itself constitute a force majeure event. The seller's responsibility for its supplier is part of its general procurement risk, unless the seller has included a "delivery-against-supply clause" into the contract, which limits its procurement risk to the supply received, or the other party has assumed the supply risk (e.g. by insisting on a certain supplier or by otherwise identifying the seller's source of performance more or less narrowly in the contract) or the seller is obliged to deliver specific or identified goods or the seller's duty to deliver is limited to a fixed stock.
5 The seller is likewise responsible (and may not invoke the force majeure defense absent an external impediment beyond his control) for its employees, subcontractors or other parties in his sphere of control. If the seller engages other independent third parties for the performance of the contract, the force majeure defense is available to him only if that party is exempt under the force majeure Principle and the person whom he has engaged would be so exempt if the provisions of the force majeure Principle were applied to him. The situation may be different if the other party has insisted on the involvement of the third party, thereby assuming the risk associated with the involvement of that third party.
6 No party may derive an advantage from the force majeure event. This "no profit-no loss" rule is expression of an international standard of fairness, which has its roots in the Principle of good faith.
7 The notification requirement in Subsection (d) results from the application of Principle IV.6.9 in the force majeure context. Because the non-performing party's duty to notify the other side of the impediment is a contractual duty, the other party may claim damages pursuant to Principle VII.1if the non-performing party violates this duty. The other party must be compensated for every kind of loss it could have avoided if it had been informed on time and in sufficient form and detail of the force majeure event and the aggrieved party's intention to invoke the force majeure defence.
8 The parties may have, voluntarily or by accident, modified the prerequisites of the force majeure defense, e.g. with respect to the events which may constitute force majeure or with respect to the requirement of foreseeability in subsection (a) ii). In such a case, the Trans-Lex Principle can only be applied as modified by the agreement of the parties, typically in a force majeure clause.
Please cite as: "Commentary to Trans-Lex Principle , https://www.trans-lex.org/944000"