Table of Contents
In Short
- A force majeure clause protects parties, often suppliers, from liability when unforeseen events disrupt obligations.
- Understand how the clause defines qualifying events, impacts obligations, and specifies notice, mitigation, and termination rights.
- Negotiate terms to ensure clarity, balance, and protection for your business, including limits on suspension duration and termination options.
Tips for Businesses
Review force majeure clauses closely, particularly those included in supplier contracts. Ensure they include notice requirements, balanced obligations, and reasonable termination provisions if disruptions persist. If the wording feels unclear or overly favourable to the supplier, consult a commercial contracts lawyer for advice before signing.
Commercial contracts are important documents that can help protect your business from risk. However, if you are a customer, you should be aware that a contract issued by a business supplier may be drafted to favour the supplier and include robust protections to help them. For instance, a supplier contract may contain a ‘force majeure clause’ that your business does not understand. Although these clauses may appear straightforward and acceptable, they can carry significant implications for your contract when unforeseen events arise. If your supplier includes this provision, it is crucial to assess its specific wording, understand its impact, and evaluate how it may affect your contract. This article explores the purpose and potential implications of force majeure clauses for your business to understand, especially when the clause comes up in your supplier’s contracts.
Why Does Your Business Need a Commercial Contract?
A commercial contract is a key legal document that helps protect your business from risk by setting out the terms of your business relationship or project with a third party. It typically outlines what each party must do, explains any payment and delivery obligations, and provides a process for resolving disputes and enforcing contractual rights.
Without a clear contract, your business risks unnecessary risks and uncertainty. A clause outlines how the contract handles disruptions caused by unforeseen events, ensuring clarity when issues arise.
How Does a Force Majeure Clause Impact Your Business?
Force majeure typically refers to certain defined acts, events, or circumstances beyond the parties’ parties’ control (e.g., natural disasters or government restrictions). This clause typically allows one or both parties to adjust their contractual obligations when such events occur. The idea behind these clauses is that if uncontrollable events arise, the affected party should be relieved from (or permitted to suspend) fulfilling some or all of their obligations.
The clause determines whether the agreement will continue, be suspended, or be terminated following an event beyond the affected party’s reasonable control. Both parties must agree on what qualifies as a force majeure event and clearly define its consequences in the contract, as English law does not automatically imply or define force majeure.
These clauses can give suppliers critical relief from contractual risks by suspending or excusing obligations during the event. To avoid issues such as unfair delays, you should ensure the clause is balanced and precise. Clear drafting ensures both parties can manage risks effectively during a disruption.
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Why Do Suppliers Include Force Majeure Clauses?
Suppliers include force majeure clauses in their standard agreements to protect themselves from liability when unforeseen events disrupt performance. Suppliers reduce their risk of penalties or disputes during significant disruptions by doing so.
What Should You Know About Force Majeure Clauses?
The implications of this clause depend entirely on how the parties draft it. The clause may excuse a party from performing obligations, extend timeframes, or even allow termination.
Here are some possible questions to review regarding the implications:
Do They Need to Provide Notice of a Force Majeure Event?
Many force majeure clauses require the affected party to notify the other party promptly of the force majeure event. The clause may specify formalities such as giving written notice, detailing the event’s start date, likely duration, and how it affects performance.
Will a Force Majeure Event Suspend Obligations?
A force majeure clause typically suspends the supplier’s obligations during the relevant event. Once the force majeure event ends, the suspended obligations may resume unless the contract specifies otherwise.

Use this checklist to ensure your supplier contracts contain all necessary terms.
You should confirm whether corresponding commitments, such as payment obligations, are also suspended during the event.
Does a Force Majeure Clause Remove Liability for Non-Performance?
Once triggered, this clause typically removes the supplier’s liability for non-performance due to the force majeure event.
Will a Force Majeure Clause Require Mitigation?
Force majeure clauses often require the affected party to take reasonable steps to reduce the event’s impact. If the supplier has this obligation, they must attempt to minimise delays or find alternatives to perform their duties.
Can You Terminate the Contract After a Force Majeure Event?
The clause may allow either party to terminate the contract if the force majeure event lasts beyond a specified period. Including this provision can help you seek alternative suppliers if the disruption severely impacts your operations.
Do You Have to Agree to a Force Majeure Clause?
As a customer, you may question whether you need a force majeure clause. During negotiations, customers can review and resist such clauses or narrow their scope in a supplier agreement. However, in some industries, force majeure clauses are not standard practice, leading customers to question their necessity.
If you need help negotiating, legal advice from a commercial contracts lawyer can help ensure the force majeure clause works for your business. A lawyer can help you draft or review the clause to confirm it uses clear and balanced language, protects your interests, and is acceptable to you.
For instance, they can seek to include notice requirements, ensure the provisions are fairly balanced where necessary and specify termination rights if the event continues for too long. You may risk agreeing to terms that expose your business to risks without legal advice.
Key Takeaways
Force majeure clauses explain how contracts will handle disruptions caused by extraordinary events. These clauses often protect suppliers but can create significant risks for customers if they are not carefully understood or negotiated where necessary. As such, before agreeing, you should always understand the implications of a supplier’s force majeure clause.
If you need help negotiating balanced terms that protect your business without introducing unnecessary risks, our experienced contract lawyers can assist as part of our LegalVision membership. For a low monthly fee, you will have unlimited access to solicitors to answer your questions and draft and review your documents. Call us today on 0808 196 8584 or visit our membership page.
Frequently Asked Questions
This clause explains what happens when events outside anyone’s control prevent one party from meeting their obligations. It typically specifies which events qualify and explains what the parties can do, such as delaying or suspending obligations.
Suppliers include force majeure clauses to avoid liability when events outside their control disrupt their ability to perform. These clauses allow them to delay or suspend obligations without breaching the contract.
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