A force majeure clause relieves parties from fulfilling contractual obligations when extraordinary events or circumstances beyond their control, such as natural disasters, war, or pandemics, occur, making performance impracticable or impossible. This provision typically outlines the specific events covered, the procedure for invoking the clause, and the consequences for both parties.
VI. Force Majeure 1. The Force Majeure of this Agreement shall refer to the unforeseeable, unavoidable and insurmountable event and circumstance that may generate the substantial influence on one party or multiple parties performing this Agreement, including but not limited to the earthquake, typhoon, flood or other natural disasters, fire, explosion, embargo, strike, riot, war, epidemic disease or policy change etc.
7 FORCE MAJEURE 7.1 Provided always that the Party in question uses all reasonable endeavours to prevent and mitigate an Event of Force Majeure, subject always to Clause 7.3, any Party affected by an Event of Force Majeure shall be excused performance of its obligations under or pursuant to the Agreement (save for those obligations in Clauses 4 and 5) if and to the extent that performance of such obligations is delayed, hindered or prevented by such Event of Force Majeure. 7.2 Without prejudice to Clause 7.1, if a Party is prevented in whole or in part from performing its obligations by reason of an Event of Force Majeure or is aware of the likelihood of being so prevented, it shall notify the other Party in writing promptly of the cause and extent of such non performance or likely non performance, the date or likely date of commencement thereof and the means proposed to be adopted to remedy or abate the Event of Force Majeure; and the Parties shall without prejudice to the other provisions of this Clause 7.2 consult with a view to taking such steps as may be appropriate to mitigate the effects of such Event of Force Majeure. 7.3 In the event that an Event of Force Majeure should last for more than 90 days without the Party affected by such Event of Force Majeure being able to mitigate, remedy or abate the Event of Force Majeure in accordance with the steps agreed by the parties under Clause 7.3, then the Customer shall be entitled to purchase from third party suppliers alternative services to any Services ordered from CPIIS under any Call Off prior to the Event of Force Majeure that have been affected by such Event of Force Majeure, and shall be permitted on the Take or Pay Date to make an adjustment to the Minimum Spend at set out under Clause 4.3 2. 7.4 For the avoidance of doubt, the parties acknowledge that as at the date of this Agreement there is a national and global pandemic related to the COVID19 virus (the “COVID19 Pandemic”). The parties agree that the COVID19 Pandemic and any related or associated consequences (including without limitation any lockdown or governmental action) shall be deemed to be a Force Majeure Event under this Agreement and the provisions of this Clause 7 shall accordingly apply if and to the extent that performance of a party’s obligations is delayed, hindered or prevented by such COVID19 Pandemic.
10 Force Majeure 10.1 “Force Majeure” shall mean unforeseeable, unavoidable or insurmountable objective circumstances, including but not limited to earthquakes, floods, fires, other natural disasters, acts of governments, strikes, riots and other social uncontrollable events. 10.2 In the event of an event of Force Majeure, the Party encountering the Force Majeure shall notify the other Party thereof by the most convenient means without delay, and shall provide the other Party with a detailed written report concerning the event and the documentary evidence of the region where the event of Force Majeure occurs within fifteen (15) days after the occurrence of the event of Force Majeure, and shall also take all reasonable measures to eliminate the impact of the Force Majeure and mitigate the losses suffered by the other Party. The Party encountering the Force Majeure shall not bear the liability for breach of contract. After dissolving of the event of force majeure, both Parties shall continue to perform their obligations under this Agreement.
Article 9 Force Majeure and Accidents 9.1 If any party fails to perform this Agreement due to Force Majeure, its liabilities for nonperformance can be exempted in part or in whole in light of the effects of the Force Majeure, unless otherwise provided for by law. Each party shall notify the other party in writing within 5 days upon the occurrence of the Force Majeure if it is unable to perform or needs to delay performing this Agreement due to Force Majeure and shall provide certification within 20 days upon the occurrence of the Force Majeure. If a Force Majeure occurs after the affected party’s delays in performance of obligation, such affected party shall not be exempted from any liabilities of breach of contract. 9.2 The party affected by Force Majeure shall take all necessary measures to mitigate losses and to resume the performance of this Agreement after the Force Majeure is over (unless the performance of this Agreement is impossible or the purpose of this Agreement cannot be achieved due to Force Majeure). If it is determined that this Agreement will not be further performed, BitFuFu shall refund to User the difference between the Cloud Mining Service Fees paid and the Cloud Mining Service Fees actually incurred. 9.3 The “Force Majeure” in this clause means unforeseeable, unavoidable, or insurmountable events, including (a) natural disasters such as flood, volcano eruption, earthquake, landslide, fire, storm and inclement weather etc (b) social abnormalities such as war, strike, riots etc (c) government behaviors such as government intervention, restriction and prohibition, and (d) hacker, virus, internet service interruption etc.
Article 6 Force Majeure 6.1 Definition of force majeure Force majeure refers to an objective situation that cannot be foreseen, unavoidable, and cannot be overcome, including due to earthquakes, typhoons, floods, fires, wars, and other force majeure events that cannot be foreseen and whose occurrence and consequences cannot be prevented or avoided, or any changes in laws, regulations, and regulations, or the promulgation of new laws, regulations, and regulations, or any government action, it affects the performance of this agreement or cannot be performed as agreed. 6.2 Effect of force majeure 6.2.1 If force majeure occurs and a party affects its performance of any obligations under this agreement due to force majeure, the performance of such obligations shall be suspended during that period, which period of delay in fulfilling the obligations related to this agreement due to force majeure, and the performance deadline shall be extended accordingly in accordance with the delay in the performance of the obligation without any penalty. The party claiming force majeure shall use both mail and express delivery within seven (7) working days after the occurrence of the force majeure, or within seven (7) working days of the restoration of the telecommunications conditions in the case of a telecommunications interruption , to notify the other parties of the details of the force majeure, and provide proof of the occurrence and duration of the force majeure, and at the same time, try to resume the performance of the obligations that are delayed or hindered due to the force majeure in the shortest possible time. 6.2.2 If the party claiming force majeure fails to notify the other parties and provide appropriate certification in accordance with the above provisions, it shall not be exempt from the responsibility for failure to perform or delay in performing the obligations under this agreement. The party affected by the force majeure shall make reasonable efforts to reduce the consequences caused by the force majeure, and resume all relevant obligations as soon as possible after the force majeure is terminated. If the party affected by the force majeure fails to resume the performance of the obligations after the reason for suspending the performance of the obligations due to the force majeure disappears, the party shall be liable to the other parties for this. 6.2.3 When force majeure occurs, the parties should immediately negotiate with each other to reach a fair solution, and must make all reasonable efforts to minimize the consequences of the force majeure.
11. Force Majeure 11.1 If the failure, delay, or partial performance of contractual obligations is directly caused by force majeure, neither party shall be liable to the other party to the contract for the failure, delay, or partial performance of contractual obligations. 11.2 According to the purpose of this contract, force majeure refers to any objective event that is unforeseeable, unavoidable, or uncontrollable and is not caused by the negligence or fault of the parties involved. Force majeure specifically includes but is not limited to: 11.2.1 Natural disasters, such as wind, rain, snow, floods, earthquakes, etc. (earthquakes with a magnitude of 6 or above; strong winds with a magnitude of 7 or above that last for 24 hours; continuous rainfall/snowfall for 24 hours with a daily rainfall/snowfall of 200mm or more; floods that have not occurred in 100 years; high temperatures with a temperature of 42 °C or above that last for 24 hours); 11.2.2 Government actions, such as expropriation and expropriation; 11.2.3 Social abnormal events, such as strikes, riots, and group events; 11.2.4 War and terrorist activities; 11.2.5 Other situations stipulated by laws and regulations; 11.2.6 Other events that should be classified as force majeure according to industry practice.
Article 8 Force Majeure 1. If the contract cannot be performed due to force majeure, the contract shall be terminated and the parties shall not bear any responsibility, except as otherwise provided in this contract. 2. If part of the contract cannot be performed due to force majeure (including delays in performance), the corresponding liability shall be waived according to the influence of force majeure, except as otherwise provided in this contract. 3. If a party to the contract delays the performance of the contract, force majeure will not be waived. 4. If the force majeure affects the performance of the contract, the party that is subject to force majeure shall promptly notify the other party and submit to the other party a sufficient and valid proof of force majeure within a reasonable period after the end of force majeure. Otherwise, the corresponding liability shall not be waived. 5. The term "force majeure" as used in this contract refers to an objective situation that cannot be foreseen, cannot be avoided, and cannot be overcome. Force majeure includes war, earthquake, turmoil, falling of flying objects or other explosions caused by non-Party or Party B's responsibility, fire, typhoon, etc. 6. Delays cannot be exempted due to force majeure after the contract party has delayed performance of the contract. The corresponding responsibilities of the performing party.
Article X Force Majeure 1. Force majeure refers to the objective conditions that are unforeseeable, unavoidable and insurmountable during the term hereof, including but not limited to the restrictions by national policies, laws and regulations, earthquakes, typhoons, fires, floods, wars, strikes, riots, hacker attacks or any other disasters caused by social or political unrest which cannot be controllable by either Party and results in either Party’s failure to completely perform the Agreement. 2. Upon the occurrence of the above-mentioned force majeure, either Party may suspend performance of their respective obligations hereunder within the scope of force majeure and the duration thereof. The time of force majeure confirmed by the other Party shall not be included in the time limit for the performance hereof. The term of the Agreement may be extended in accordance with the period of suspension, subject to the mutual agreement between the Parties. Neither party shall be liable for such failure or delay. 3 The Party claiming to be affected by force majeure shall notify the other Party within fifteen working days upon the occurrence of such force majeure event and the notice shall be accompanied with written proof of such force majeure event confirmed by competent authority. The Party affected by force majeure shall mitigate the impact of force majeure as much as possible. 4. In the event of any force majeure, the Parties shall immediately address the problem by negotiation. If such force majeure remains more than ninety days or if the purpose of the Agreement cannot be realized due to force majeure, either Party has the right to terminate the Agreement. 5. In the event of force majeure, both Parties shall perform the duty of care to the funds and materials under their respective control, and shall continue to perform the obligations that are not affected by the force majeure event.
7 FORCE MAJEURE 7.1 Provided always that the Party in question uses all reasonable endeavours to prevent and mitigate an Event of Force Majeure, subject always to Clause 7.3, any Party affected by an Event of Force Majeure shall be excused performance of its obligations under or pursuant to the Agreement (save for those obligations in Clauses 4 and 5) if and to the extent that performance of such obligations is delayed, hindered or prevented by such Event of Force Majeure.
Article 7 Force Majeure 1. If the contract cannot be performed due to force majeure, the contract is terminated, and the two parties are not liable, except as otherwise provided in this contract. 2. Due to force majeure, part of the contract cannot be performed or the contract is postponed, and the corresponding liability shall be waived, except as otherwise provided in this contract. 3. One party to the contract delays the performance of the contract and will not be exempt from liability due to force majeure. 4. If the occurrence of force majeure affects the performance of the contract, the party that has suffered force majeure must promptly notify the other party and submit to the other party a sufficient and valid proof of the occurrence of force majeure within a reasonable time after the end of force majeure, otherwise the corresponding liability cannot be relieved. 5. Force majeure referred to in this contract refers to unforeseeable, unavoidable and insurmountable objective conditions. Force majeure includes war, earthquake, turmoil, falling objects flying in the air, or other explosions, fires, typhoons, etc. that are not the responsibility of Party A or Party B. 6. If force majeure occurs after one party delays the performance of the contract, the corresponding liability of the delayed performance party cannot be relieved.
8 Force Majeure 8.1 For the purpose of this Agreement, an event of “Force Majeure” shall include a delay or interruption caused by an act or omission of any government or agency thereof (not attributable to any act or omission or default of an Affected Party), change in law, flood, storm, earthquake, lightning, typhoon, or other acts of nature, fire, war, riot, plague, civil commotion, insurrection, act of public order, act of enemy, sabotage, invasion, quarantine restrictions, embargoes, where any of the foregoing events are (i) unforeseeable and not reasonably foreseeable, and are not caused, directly or indirectly, by the Party claiming the event of Force Majeure, and (ii) could not reasonably have avoided, overcome or mitigated the effects of which by the Party claiming the event of Force Majeure. For the avoidance of doubt, an event of Force Majeure shall not include any circumstances or events of which the Party claiming Force Majeure knew or should have known prior to the Execution Date hereof. 8.2 If a Party (the “Affected Party”) is prevented from performing any of its obligations under this Agreement by an event of Force Majeure, then for the duration of such event of Force Majeure and to the extent of the prevention, such obligations shall be suspended and the time period for the performance of such Affected Party shall automatically be extended for a period equal to the length of such suspension without any liability whatsoever. However, the Affected Party shall notify the other Party of details of the event of Force Majeure by email or courier service within seven (7) business days of the occurrence of the event of Force Majeure, or within seven (7) business days from the date telecommunications conditions have been restored in the case of the telecommunications interruption, and shall provide proof of the occurrence and duration of the event of Force Majeure (including documents from competent government authorities, if applicable). 8.3 The Affected Party shall not claim waiver of its obligations based on its failure to perform such obligation if it fails to give notice to the other Party and provide the appropriate proof pursuant to Section 8.2. Notwithstanding the foregoing, the Affected Party shall use all reasonable endeavours to promptly mitigate the effects of such event of Force Majeure and to resume performance of all of its obligations hereunder upon termination of the event of Force Majeure. If the Affected Party fails to resume performance hereunder upon termination of the event of Force Majeure, it shall be liable to the other Party. 8.4 If an event of Force Majeure or the consequence of an event of Force Majeure prevents any Party from performing all or part of its obligations under this Agreement for a period of ninety (90) days or more from the date of the occurrence of such event of Force Majeure, then the Parties shall attempt to settle such issue through friendly consultations in accordance with the effects of the event of Force Majeure.
10 Force Majeure 10.1 “Force Majeure” shall mean unforeseeable, unavoidable or insurmountable objective circumstances, including but not limited to earthquakes, floods, fires, other natural disasters, acts of governments, strikes, riots and other social uncontrollable events. 10.2 In the event of an event of Force Majeure, the Party encountering the Force Majeure shall notify the other Party thereof by the most convenient means without delay, and shall provide the other Party with a detailed written report concerning the event and the documentary evidence of the region where the event of Force Majeure occurs within fifteen (15) days after the occurrence of the event of Force Majeure, and shall also take all reasonable measures to eliminate the impact of the Force Majeure and mitigate the losses suffered by the other Party. The Party encountering the Force Majeure shall not bear the liability for breach of contract. After dissolving of the event of force majeure, both Parties shall continue to perform their obligations under this Agreement.
Section 15.12 Force Majeure. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make previously owed payments to the other Party hereunder) when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”) that frustrates the purpose of this Agreement: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; (i) epidemic, pandemic or similar influenza or bacterial infection (which is defined by the United States Center for Disease Control as virulent human influenza or infection that may cause global outbreak, or pandemic, or serious illness); (j) emergency state; (k) shortage of adequate medical supplies and equipment; (l) shortage of power or transportation facilities; and (m) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall provide the other Party with written notice of a Force Majeure Event within [*****] after the Impacted Party, acting in good faith and using reasonable diligence, reasonably determines that a Force Majeure Event will impact its operations to the extent that its performance under this Agreement will be delayed or frustrated, including with such notice the Impacted Party’s reasonable estimate of the duration of the Force Majeure Event and the expected time of performance by the Impacted Party, if any. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized and shall resume its performance under the Agreement as soon as reasonably practicable after the removal of the cause of the Force Majeure Event. In addition to such other rights and remedies as may be available to Licensor, if Company is the Impacted Party, Licensor shall have the right to immediately terminate this Agreement by providing written notice thereof to Licensor if any Force Majeure Event continues, or is expected to continue, for more than [*****].
Article 9 Force Majeure and Accidents 9.1 If any party fails to perform this Agreement due to Force Majeure, its liabilities for nonperformance can be exempted in part or in whole in light of the effects of the Force Majeure, unless otherwise provided for by law. Each party shall notify the other party in writing within 5 days upon the occurrence of the Force Majeure if it is unable to perform or needs to delay performing this Agreement due to Force Majeure and shall provide certification within 20 days upon the occurrence of the Force Majeure. If a Force Majeure occurs after the affected party’s delays in performance of obligation, such affected party shall not be exempted from any liabilities of breach of contract. 9.2 The party affected by Force Majeure shall take all necessary measures to mitigate losses and to resume the performance of this Agreement after the Force Majeure is over (unless the performance of this Agreement is impossible or the purpose of this Agreement cannot be achieved due to Force Majeure). If it is determined that this Agreement will not be further performed, BitFuFu shall refund to User the difference between the Cloud Mining Service Fees paid and the Cloud Mining Service Fees actually incurred. 9.3 The “Force Majeure” in this clause means unforeseeable, unavoidable, or insurmountable events, including (a) natural disasters such as flood, volcano eruption, earthquake, landslide, fire, storm and inclement weather etc (b) social abnormalities such as war, strike, riots etc (c) government behaviors such as government intervention, restriction and prohibition, and (d) hacker, virus, internet service interruption etc.
7. FORCE MAJEURE 7.1 Definition. The term Force Majeure refers to any unforeseeable (or if foreseeable, reasonably unavoidable), event beyond the reasonable control of any party which prevents the performance of this Agreement, including without limitation acts of government, acts of nature, fire, explosion, typhoon, flood, earthquake, tide, lightning and war, but excluding any shortage of credit. 7.2 Exemption. Where either party fails to perform this Agreement in full or in part due to Force Majeure, such party shall be exempted from its responsibilities hereunder, to the extent of the Force Majeure in question and except where PRC law provides otherwise. For the avoidance of doubt, a party shall not be excused from performing its obligations hereunder where Force Majeure occurs following the delay by that party to perform this Agreement. 7.3 Notice. Should either party be unable to perform this Agreement as a result of Force Majeure, it shall inform the other party, as soon as possible following the occurrence of such Force Majeure, of the situation and the reason(s) for non-performance, so as to minimize any losses incurred by the other party as a consequence thereof. Furthermore, within a reasonable time after notice of Force Majeure has been given, the party encountering Force Majeure shall provide to the other party a legal certificate issued by a public notary (or other appropriate organization) of the place wherein the Force Majeure occurred, in witness of the same. 7.4 Mitigation. The party affected by Force Majeure may suspend the performance of its obligations under this Agreement until any disruption resulting from the Force Majeure has been resolved. However, such party shall make every effort to eliminate any obstacles resulting from the Force Majeure, thereby minimizing to the greatest extent possible the adverse effects of such, as well as any resulting losses.
Article 12 Force Majeure If either party of this agreement fails to perform all or part of its obligations under this agreement due to the force majeure event, the performance of this obligation shall be suspended during the period when the force majeure event hinders its performance. The party claiming to be affected by the force majeure event shall notify the other party of the occurrence of the force majeure event in writing within the shortest possible time, and provide the other party with appropriate evidence about the force majeure event and its duration, and written information that the agreement cannot be performed or needs to be postponed within seven working days after the occurrence of the force majeure event. The party claiming that the force majeure event makes its performance of this agreement objectively impossible or impractical, and has the responsibility to make all reasonable efforts to eliminate or mitigate the impact of such force majeure events. In case of force majeure, both parties shall immediately decide how to implement this agreement through friendly negotiation. After the force majeure event or its influence is terminated or eliminated, both parties shall immediately resume their respective obligations under this agreement. If the force majeure and its influence can't be terminated or eliminated, resulting in the inability of either party to continue to perform the agreement, both parties can cancel the agreement or temporarily delay the performance of the agreement through negotiation, and the party suffering from the force majeure is not responsible for this. If force majeure occurs after the delay of performance, the parties concerned cannot be exempted from liability. The "Force Majeure" referred to in this Agreement refers to any event which is beyond the reasonable control of the affected party, unforeseeable or even predictable, inevitable and insurmountable, and occurs after the signing date of this Agreement, making the performance of this Agreement in whole or in part objectively impossible or impractical. Such events include, but are not limited to, natural disasters such as floods, fires, droughts, typhoons, earthquakes, and social events such as wars (whether declared or not), major epidemics, unrest, strikes, government actions or legal provisions, etc.
13. FORCE MAJEURE 13.1 If any party is prevented, hindered or delayed from or in performing any of its obligations under this Agreement (other than an obligation to pay money) by Force Majeure, then: 13.1.1 that party’s obligations under this Agreement shall be suspended for so long as the Force Majeure continues and to the extent that that party is so prevented, hindered or delayed; 13.1.2 as soon as reasonably possible and ín any event within one Business Day after commencement of the Force Majeure, that party shall notify the other party in writing of the occurrence of the Force Majeure, the date of commencement of the Force Majeure and the effects and likely duration of the Force Majeure on its ability to perform its obligations under this Agreement; 13.1.3 that party shall take all steps as are necessary without being obliged to incur any expenditure or cost to mitigate the effects of the Force Majeure upon the performance of its obligations under this Agreement; and 13.1.4 each party shall use its best endeavors without being obliged to incur any expenditure or cost to find a solution by which the Agreement may be performed despite the continuance of the Force Majeure event; and 13.1.5 as soon as reasonably possible and in any event within one Business Day of cessation of the Force Majeure, that party shall notify the other party in writing of the cessation of the Force Majeure and shall resume performance of its obligations under this Agreement. 13.2 If any Force Majeure preventing SSO from providing any or all of the Services in accordance with this Agreement prevails for a continuous period in excess of 15 Business Days or 30 Business Days in aggregate in any period of 3 months, then either party shall be entitled to terminate this Agreement in respect of the provision of Services by giving not less than 20 Business Days’ notice in writing to the other.
8. Force majeure 8.1 If either party of the Agreement is unable to perform or unable to fully perform the Agreement directly due to the earthquake, typhoon, flood, fire, epidemic disease, war, strike as well as any other force majeure event that cannot be foreseen and cannot be avoided by the affected party (“force majeure”), then the party affected by the above force majeure shall not be liable for such non-performance or partial performance. However, such affected party shall immediately send a written notice to other party without any delay, and shall provide the details of the force majeure events to the other party within fifteen days after it sends this written notice to explain the reasons for such non-performance, partial non-performance or its need of delaying in performance. 8.2 If the party claiming the force majeure is unable to notify the other party and provide the appropriate evidence according to the above stipulations, it shall not be exempted from the responsibilities for failing to perform its obligations under the Agreement. The party affected by the force majeure shall make reasonable efforts to minimize the consequences caused by such force majeure, and shall resume the performance of all relevant obligations as soon as possible upon the end of such force majeure. If the party affected by the force majeure fails to resume the performance of relevant obligations after the reason for being exempted from the performance of obligations temporarily due to the force majeure disappears, such party shall be responsible to the other party for it. 8.3 In case of the force majeure, the parties shall immediately negotiate with each other to conclude a fair solution, and shall make all reasonable efforts to minimize the consequences caused by such force majeure.
Chapter VI Force Majeure 6.1“Force majeure” in this agreement refers to unforeseen, unavoidable and insurmountable events, and the impact of which cannot be eliminated with reasonable efforts and costs. Including but not limited to earthquake, typhoon, flood, fire, war or other events recognized by international commercial practices. 6.2 If a party to this agreement is unable to perform all or part of its obligations under this agreement due to force majeure, that party may suspend the performance of the above obligations. The suspension period shall be equal to the duration of the force majeure event. After the influence of the force majeure is eliminated, if the other party requires, the affected party shall continue to perform the outstanding obligations. However, the party affected by the force majeure and therefore proposes to suspend the performance of its obligations must, within days after knowing the force majeure event, send a written notice to the other party, informing the nature, location, scope, possible duration and the impact on its performance of its obligations under the agreement; the party giving the notice must exhaust its best efforts to reduce the force majeure event impact and possible losses. 6.3 If both parties dispute whether or not the force majeure event occurs or the impact of the force majeure event on the performance of the agreement, the party who requests to suspend the performance of the agreement shall bear the burden of proof. 6.4 If the agreement cannot be performed due to force majeure, the responsibility shall be exempted in part or in whole according to the influence of force majeure. However, if force majeure occurs after the party delays performance, the party shall not be exempted from liability.
6 Force Majeure 6.1 “Force Majeure Event” refers to any event beyond the reasonable control of one Party and still unavoidable under the reasonable care of the Affected Party, including but not limited to government actions, natural forces, fires, explosions, storms, floods, earthquakes, tides, lightning or war. However, insufficient credit, funds or financing shall not be regarded as matters beyond the reasonable control of one Party. The liability of the Party affected by the Force Majeure Event (hereinafter referred to as the “Affected Party”) shall be exempted in whole or in part based on the Force Majeure Event’s impact on the Agreement. The Affected Party seeking to be exempted from the liability of the performance under this Agreement due to the Force Majeure Event shall notice the other Party of the Force Majeure Event no later than ten (10) days from the occurrence of the Force Majeure Event, and the Parties to the Agreement shall negotiate to modify this Agreement based on the impact of the Force Majeure Event, and the Affected Party shall be fully or partially exempted from the obligations under this Agreement. 6.2 The Affected Party shall take appropriate measures to mitigate or avoid the impact of such Force Majeure Events, and shall strive to resume the performance of obligations that have been delayed or hindered due to such Force Majeure Events. Once the Force Majeure Event ends, the Parties to the Agreement agree to do their utmost to resume the exercise of the rights and performance of the obligations under this Agreement.
11. Force Majeure 11.1 In the case of any force majeure events such as earthquake, typhoon, flood, fire, epidemic, war, riot, hostile action, public disturbance, strike or any other force majeure events that cannot be predicted and are unpreventable and unavoidable by the affected Party (the “Force Majeure”) directly resulting in the failure of either Party to perform, completely perform or delay of the performance of this Agreement, the Party affected by such Force Majeure shall not be liable for the failure of either Party to perform this Agreement. However, the affected Party shall give written notice without any delay to the other Party and shall, within fifteen (15) days after sending such written notice, provide the other Party with details of the Force Majeure event and relevant documents evidencing the reasons for such failure, incompleteness or delay in performance. 11.2 If such Party claiming Force Majeure fails to notify the other Party and furnish it with proof pursuant to the above provision, such Party shall not be excused from its liabilities for failure to perform, failure to fully perform or delay in performance of, its obligations hereunder. The Party so affected by the event of Force Majeure shall use reasonable efforts to minimize the consequences of such Force Majeure and to promptly resume performance hereunder whenever the causes of such excuse are cured. Should the Party so affected by the event of Force Majeure fail to resume performance hereunder when the causes of such excuse are cured, such Party shall be liable to the other Party. 11.3 In the eventof Force Majeure, the Parties shall immediately consult with each other to find an equitable solution and shall use all reasonable endeavours to minimize the consequences of such Force Majeure.
7. Force Majeure 7.1 Where a force majeure event renders certain Party/Parties unable to perform its/their obligations as per the terms and conditions hereof, such Party/Parties may be exempted from breach of contract liabilities by law or this Agreement to the extent of the effect of such force majeure event. 7.2 The Party/Parties alleging force majeure event prevents its/their performance(s) of the obligations hereunder must perform the following obligations before invoking 7.1 hereof for exemption from breach of contract liabilities: 7.2.1 Actively taking all necessary measures to reduce or eliminate effect of the force majeure event so as to reduce losses caused thereby, otherwise there would be no exemption of liabilities for the part of enlarged losses; 7.2.2 Notifying the other Party/Parties promptly, in no event later than fifteen (15) days after occurrence of such force majeure event; 7.2.3 Endeavoring to resume performance of the obligations affected by the force majeure event ASAP; and 7.2.4 Providing adequate evidence proving occurrence and duration of the force majeure event. 7.3 Performance in the case of a force majeure event: 7.3.1 Where any Party/Parties is/are prevented by a force majeure event from performing its/their obligations hereunder in whole or in part, the other Party/Parties hereto shall continue performance of this Agreement in all other respects; 7.3.2 Should the force majeure event last for over ninety (90) days, the Parties hereto may consult with each other amiably on how to continue performance hereof or seek for other equitable solutions, and use all reasonable efforts to reduce the effect of such force majeure event to the minimum.
7. FORCE MAJEURE 7.1 Definition. The term Force Majeure refers to any unforeseeable (or if foreseeable, reasonably unavoidable), event beyond the reasonable control of any party which prevents the performance of this Agreement, including without limitation acts of government, acts of nature, fire, explosion, typhoon, flood, earthquake, tide, lightning and war, but excluding any shortage of credit. 7.2 Exemption. Where either party fails to perform this Agreement in full or in part due to Force Majeure, such party shall be exempted from its responsibilities hereunder, to the extent of the Force Majeure in question and except where PRC law provides otherwise. For the avoidance of doubt, a party shall not be excused from performing its obligations hereunder where Force Majeure occurs following the delay by that party to perform this Agreement. 7.3 Notice. Should either party be unable to perform this Agreement as a result of Force Majeure, it shall inform the other party, as soon as possible following the occurrence of such Force Majeure, of the situation and the reason(s) for non-performance, so as to minimize any losses incurred by the other party as a consequence thereof. Furthermore, within a reasonable time after notice of Force Majeure has been given, the party encountering Force Majeure shall provide to the other party a legal certificate issued by a public notary (or other appropriate organization) of the place wherein the Force Majeure occurred, in witness of the same. 7.4 Mitigation. The party affected by Force Majeure may suspend the performance of its obligations under this Agreement until any disruption resulting from the Force Majeure has been resolved. However, such party shall make every effort to eliminate any obstacles resulting from the Force Majeure, thereby minimizing to the greatest extent possible the adverse effects of such, as well as any resulting losses.
Chapter VI Force Majeure 6.1 “Force majeure” in this agreement refers to unforeseen, unavoidable and insurmountable events, and the impact of which cannot be eliminated with reasonable efforts and costs. Including but not limited to earthquake, typhoon, flood, fire, war or other events recognized by international commercial practices. 6.2 If a party to this agreement is unable to perform all or part of its obligations under this agreement due to force majeure, that party may suspend the performance of the above obligations. The suspension period shall be equal to the duration of the force majeure event. After the influence of the force majeure is eliminated, if the other party requires, the affected party shall continue to perform the outstanding obligations. However, the party affected by the force majeure and therefore proposes to suspend the performance of its obligations must, within days after knowing the force majeure event, send a written notice to the other party, informing the nature, location, scope, possible duration and the impact on its performance of its obligations under the agreement; the party giving the notice must exhaust its best efforts to reduce the force majeure event impact and possible losses. 6.3 If both parties dispute whether or not the force majeure event occurs or the impact of the force majeure event on the performance of the agreement, the party who requests to suspend the performance of the agreement shall bear the burden of proof. 6.4 If the agreement cannot be performed due to force majeure, the responsibility shall be exempted in part or in whole according to the influence of force majeure. However, if force majeure occurs after the party delays performance, the party shall not be exempted from liability.
Article 8 Force Majeure 1. If the contract cannot be performed due to force majeure, the contract shall be terminated and the parties shall not bear any responsibility, except as otherwise provided in this contract. 2. If part of the contract cannot be performed due to force majeure (including delays in performance), the corresponding liability shall be waived according to the influence of force majeure, except as otherwise provided in this contract. 3. If a party to the contract delays the performance of the contract, force majeure will not be waived. 4. If the force majeure affects the performance of the contract, the party that is subject to force majeure shall promptly notify the other party and submit to the other party a sufficient and valid proof of force majeure within a reasonable period after the end of force majeure. Otherwise, the corresponding liability shall not be waived. 5. The term "force majeure" as used in this contract refers to an objective situation that cannot be foreseen, cannot be avoided, and cannot be overcome. Force majeure includes war, earthquake, turmoil, falling of flying objects or other explosions caused by non-Party or Party B's responsibility, fire, typhoon, etc. 6. Delays cannot be exempted due to force majeure after the contract party has delayed performance of the contract.
“Force Majeure” means, other than as a consequence of the negligence or default of a Party, an event or cause which is beyond the control of the Party claiming force majeure, not able to be overcome by the exercise of reasonable care, proper precautions and the consideration of reasonable alternatives with the intention of avoiding the effects of the force majeure by that Party, and which could not have been reasonably foreseen, including (subject to satisfying the requirements of the foregoing): (a) an act of God, including a pandemic, (b) earthquakes, cyclones, fires, floods, blizzards or whiteouts, (c) explosions, acts of war, acts of public enemies or terrorist acts, (d) shortages of labour or strikes, interference of trade unions, lockout, secondary boycott, or other labour difficulties (without regard to whether such difficulties can be resolved by acceding to the demands of the union), (e) non-availability of materials or transportation, and (f) injunctions, laws, rules, regulations, orders or policies of any Governmental Authority or First Nation that cause Operations to materially cease or that would effectively prohibit Operations from being conducted on the Property, or the discharge by the Parties of their respective obligations hereunder, but does not include economic hardship, lack of money or credit, the state of financial markets or the inability to pay any sum of money;
Article 12 Force Majeure If either party of this agreement fails to perform all or part of its obligations under this agreement due to the force majeure event, the performance of this obligation shall be suspended during the period when the force majeure event hinders its performance. The party claiming to be affected by the force majeure event shall notify the other party of the occurrence of the force majeure event in writing within the shortest possible time, and provide the other party with appropriate evidence about the force majeure event and its duration, and written information that the agreement cannot be performed or needs to be postponed within seven working days after the occurrence of the force majeure event. The party claiming that the force majeure event makes its performance of this agreement objectively impossible or impractical, and has the responsibility to make all reasonable efforts to eliminate or mitigate the impact of such force majeure events. In case of force majeure, both parties shall immediately decide how to implement this agreement through friendly negotiation. After the force majeure event or its influence is terminated or eliminated, both parties shall immediately resume their respective obligations under this agreement. If the force majeure and its influence can't be terminated or eliminated, resulting in the inability of either party to continue to perform the agreement, both parties can cancel the agreement or temporarily delay the performance of the agreement through negotiation, and the party suffering from the force majeure is not responsible for this. If force majeure occurs after the delay of performance, the parties concerned cannot be exempted from liability. The "Force Majeure" referred to in this Agreement refers to any event which is beyond the reasonable control of the affected party, unforeseeable or even predictable, inevitable and insurmountable, and occurs after the signing date of this Agreement, making the performance of this Agreement in whole or in part objectively impossible or impractical. Such events include, but are not limited to, natural disasters such as floods, fires, droughts, typhoons, earthquakes, and social events such as wars (whether declared or not), major epidemics, unrest, strikes, government actions or legal provisions, etc.
16.Force Majeure. If and to the extent that the performance by either Party (in such capacity, the "Affected Party") of any of its obligations pursuant to this Agreement or any Order is prevented directly by any natural disaster, catastrophic weather event, terrorism, war, or riot (each, a "Force Majeure Event"), and such non-performance could not have been prevented by the Affected Party through the use of reasonable precautions (including the business continuity requirements set forth in this Agreement), then the Affected Party shall be excused for such non- performance of those obligations affected by the Force Majeure Event as long as such Force Majeure Event continues, provided that the Affected Party continues to use commercially reasonable efforts to recommence performance to the extent reasonably possible without delay. For the avoidance of doubt, a Force Majeure Event that renders Vanguard unable to transmit payments when due hereunder shall not excuse Vanguard from rendering such payment promptly upon the end of such Force Majeure Event. The Affected Party shall promptly notify the other Party of the occurrence of the Force Majeure Event as soon as possible (and in any event, no later than one (1) business day after the Force Majeure Event has occurred and performance has recommenced) and describe in reasonable detail the nature of the Force Majeure Event. The occurrence of the Force Majeure Event does not excuse, limit or otherwise affect Advisor's obligation to provide either normal recovery procedures or any other disaster recovery services described in herein except to the extent that such procedures or services are directly affected by such Force Majeure Event. Notwithstanding the foregoing, if a Force Majeure Event prevents, hinders, or delays performance by Advisor beyond fifteen (15) calendar days from the date of the occurrence of the Force Majeure Event, Vanguard will be entitled to terminate this Agreement for cause immediately upon notice to Advisor without regard to any cure period and without payment of any termination fee or other liability and may pursue any and all available rights and remedies.
Force Majeure refers to a commonly used clause in contracts that protects parties from liability when extraordinary events prevent them from fulfilling their obligations. The term, which means “superior force” in French, typically covers unforeseen situations like natural disasters, wars, strikes, or government actions—events beyond the control of either party.
According to the force majeure definition, this clause is designed to ensure that neither party shall be liable for failing to meet contractual commitments due to such uncontrollable circumstances. The occurrence of a force majeure event can significantly impact the parties’ ability to perform, making it essential to include this clause in agreements to provide legal protection.
You should consider using a force majeure clause in your contracts when you want to:
Including this clause helps to safeguard both parties from penalties or liabilities, offering a clear process for managing unexpected disruptions.
When drafting a force majeure clause, it’s important to:
Here is an example of a force majeure clause template:
Force Majeure: Neither party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, government restrictions, wars, insurrections, or natural disasters. The affected party must notify the other party as soon as possible, and both parties must take reasonable steps to mitigate the effects of the force majeure event.
This template ensures that neither party shall be liable when events outside their control prevent them from fulfilling their obligations.
A force majeure clause is often found in the following types of contracts:
Including a force majeure clause in your contract not only helps define the limits of liability but also provides clear guidelines for how to handle unexpected events. This clarity can be crucial for both parties, ensuring that no one is unfairly penalized when circumstances beyond their control disrupt the agreement.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A forfeiture of deposit clause stipulates that if a party fails to fulfill its contractual obligations, any deposit made will be forfeited as compensation to the other party. This clause acts as a financial deterrent, ensuring compliance and providing a remedy for breach of contract.
A forfeiture clause is a provision in a contract that stipulates the loss or surrender of rights, property, or money if one party fails to fulfill predetermined conditions or obligations. It serves as a penalty or consequence for non-compliance, ensuring that parties adhere to the contract's terms.
Free cash flow conversion is a financial performance metric that assesses the efficiency with which a company converts its net income into free cash flow. This clause in contracts may detail expectations or targets for cash flow conversion, serving as an indicator of a company's ability to generate cash from its operations relative to its reported earnings.
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