Force Majeure Clause

What it is

A force majeure clause allocates the risk of events outside the parties' reasonable control, such as natural disasters, war, pandemics and government action, that prevent one party from meeting its obligations. It defines which events qualify, what notice is required, and what happens to the contract while the event continues.

Why it matters

Without a clear clause, a disrupted party may be liable for breach even when performance was genuinely impossible. A well-drafted clause sets objective triggers and remedies, avoiding costly disputes over who bears pandemic- or supply-shock losses.

How to apply it

• List qualifying events but keep an objective "beyond reasonable control" catch-all.
• Require prompt written notice and ongoing mitigation efforts.
• Set a long-stop: either party may terminate if the event lasts beyond, say, 60 days.

Sample wording

Neither party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, provided it notifies the other party promptly and uses reasonable efforts to mitigate.

Negotiation tips

• • Clarify whether payment obligations are suspended or merely deferred during the event.

Common pitfalls

• • Treating economic hardship or rising costs alone as force majeure, which they ordinarily are not.

Legal references

• BW 6:75 Dutch Civil Code: force majeure (overmacht) Dutch law
• BW 6:248 Reasonableness and fairness Dutch law

Unless marked otherwise, references are to Dutch law (Burgerlijk Wetboek, the Dutch Civil Code); EU instruments such as the GDPR apply across the EU. This is general information, not legal advice. Other jurisdictions treat these concepts differently. Verify the current text and your situation with a qualified lawyer.