Force majeure

Typical wording

Neither party is liable for non-performance caused by circumstances beyond that party's control. If the circumstance affects the delivery for more than ninety (90) days, the agreement may be terminated.

What it means

If the delivery is prevented by something neither party controls, the affected party escapes liability for as long as the impediment lasts.

Common practice

Standard in most agreements. A duty to notify and a limit of 30-90 days before the other party may walk away are common.

What to look for

• Is the payment obligation suspended while the delivery is halted?
• Is there a duty to notify, with a deadline?
• How long must the impediment last before you can walk away?
• Are the supplier's own subcontractors treated as beyond its control?

Source