Force majeure
An unforeseeable event beyond a party's control that excuses non-performance of a contract.
Definition
Force majeure refers to extraordinary events, such as natural disasters, war, or government action, that prevent a party from performing and that the party could not reasonably foresee or avoid. When it applies, the affected party is generally not liable for damages caused by the delay or non-performance. Dutch law addresses this as overmacht in article 6:75, and contracts usually define qualifying events expressly.
Example
A factory shutdown ordered by the government during a pandemic prevents timely delivery; the supplier invokes the force majeure clause.
Why this is a business risk
A vague or missing force majeure clause can leave a business exposed on both sides: unable to excuse its own non-performance, or unable to terminate a supplier that stops delivering. The Covid-19 disruptions showed that many standard clauses did not list pandemics or government shutdowns, forcing expensive litigation about coverage.
How to manage it
- Define qualifying events explicitly in the clause: a list plus a catch-all is more robust than a catch-all alone.
- Set notice obligations: the affected party should be required to notify promptly and keep the other party updated.
- Specify the consequences: suspension only, or termination after a defined period of continued impossibility.
- Check your supply chain contracts simultaneously: if your supplier can invoke force majeure, you need the same right against your customer.
Legal references
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.
Frequently asked questions
Common questions about this term.