Force majeure excuses performance prevented by events outside a party’s control. Because it is a creature of contract, the clause’s wording controls almost entirely.
Enumerated events. Specific listing matters, because catch-all language is often construed narrowly under principles limiting general words to the class of those enumerated. Post-pandemic drafting routinely lists epidemics, government orders, and supply chain disruption expressly.
The causal standard. Prevented, hindered or delayed are materially different thresholds. Prevention is the strictest and the default in many older clauses.
Foreseeability and control. Most clauses require the event to be beyond the party’s reasonable control and not caused by its fault. Some add that it must have been unforeseeable at contracting, which excludes risks known at signing.
Economic hardship. Increased cost is generally excluded unless expressly included. A party seeking relief from price movements needs a separate hardship or price adjustment clause.
Consequences. Suspension rather than termination, with a right to terminate if the event continues beyond a stated period. Whether payment obligations are suspended should be addressed expressly — most clauses excuse performance but not payment for goods already delivered.
Notice. Prompt written notice with a description and expected duration, often a condition precedent to relief, and mitigation obligations throughout.