Force Majeure Example: How To Use The Clause To Protect Contracts

Supply chain delays. Extreme weather. Sudden strikes. If your business can’t perform a contract because something truly outside your control happens, a well‑drafted force majeure clause can be a lifesaver.

But not all force majeure clauses are created equal - and in UK law they don’t apply automatically. You only get the protection you’ve clearly written into your contract.

In this guide, we’ll break down what a force majeure clause actually does, share practical force majeure examples for small businesses, and walk you through how to draft and use this clause properly so you’re protected from day one.

What Is Force Majeure?

Force majeure is a contractual clause that excuses one or both parties from performing their obligations when certain extraordinary events occur that are beyond their reasonable control. Think of it as a safety valve for genuine “no one could have seen this coming” scenarios.

Key points to understand under UK law:

• Force majeure is not a standalone legal rule - it only applies if it’s in your contract. Without a clause, you may have to rely on the narrower doctrine of frustration (more on this below).
• The wording matters. Courts interpret force majeure clauses based on their exact language. Vague or generic wording often doesn’t deliver the protection you expect.
• You usually need to follow specific steps to rely on it, like giving prompt written notice, mitigating the impact, and keeping the other party updated.

A good force majeure clause sits alongside other risk‑control terms (like Limitation of Liability and termination rights) to form a complete contract risk strategy.

Force Majeure Examples For Small Businesses

To make this concrete, here are force majeure examples that often affect UK small businesses. Remember: whether an event “counts” depends on your clause wording and the facts.

1) E‑Commerce And Product Suppliers

• Port closures or customs delays: Government action shuts a port, preventing timely import of stock despite your best efforts.
• Global component shortages: A semiconductor shortage stops your manufacturer from supplying your product line even after using alternative suppliers on commercially reasonable terms.
• Sanctions or embargoes: New trade restrictions make it unlawful to fulfil a particular order.

2) Events, Hospitality And Venues

• Emergency public health orders: A lawful order requires the venue to close, making it illegal to host the event on the agreed date.
• Transport strikes: A nationwide rail strike prevents the supplier’s crew and equipment from reaching the site despite contingency planning.
• Severe weather damage: Storm damage renders the venue unsafe and unusable until repairs are complete.

3) Trades, Construction And Fit‑Out

• Extreme weather: Flooding makes the site inaccessible for a period, halting works despite appropriate protective measures.
• Unexpected utility outages: A regional power or water outage prevents work that cannot be safely done without services.
• Regulatory intervention: A building safety order temporarily stops work while compliance checks occur.

4) SaaS, Digital And Professional Services

• Widespread cloud provider outages: Your third‑party infrastructure provider suffers a multi‑region outage that makes your application unavailable despite redundancy measures.
• Cybersecurity incidents: A major zero‑day vulnerability requires an emergency shutdown to patch systems, temporarily suspending services to protect data.
• New laws or directives: Sudden regulatory changes prohibit providing a service to a specific geography or sector.

5) Logistics And Transport

• Road closures and industrial action: Widespread road blockades or lawful industrial strikes make delivery impracticable for a short period despite re‑routing attempts.
• Fuel shortages: Unforeseeable national shortages prevent lawful operation of vehicles for a limited time.

These are the kinds of scenarios a robust force majeure clause should anticipate. However, ordinary commercial risks - like a supplier increasing prices, a foreseeable delay during peak season, or your own cashflow constraints - are typically not force majeure unless expressly included.

What Should A Force Majeure Clause Cover?

A strong clause is specific and practical. It says what events qualify, what happens to each party’s obligations, and how long the relief lasts. Here’s a checklist of the essentials to include.

Define What Counts (And What Doesn’t)

Set out a clear, non‑exhaustive list of events, coupled with an overarching test such as “events beyond the party’s reasonable control that it could not have prevented or mitigated with reasonable care.” Typical events include:

• Acts of God (flood, earthquake, storm, epidemic)
• War, terrorism, civil unrest, riots
• Government action (sanctions, embargoes, lawful closures)
• Industrial action (strikes, lockouts not limited to your own staff)
• Utility outages, infrastructure failures
• Major supplier or carrier failure due to a force majeure event

It’s just as important to exclude events that are within control, foreseeable, or ordinary commercial risks (for example, staff shortages, non‑force‑majeure supplier failure, or lack of funds).

Notice And Evidence Requirements

Set out a simple process so there’s no ambiguity in a crisis:

• Prompt written notice: Require notice as soon as reasonably practicable after the event, with details of the impact and expected duration.
• Updates: Provide ongoing updates on progress and mitigation efforts.
• Evidence: Allow reasonable requests for evidence supporting the claim (for example, a government order or outage report).

Suspension, Extensions And Termination

Clarify the commercial consequences to avoid disputes:

• Suspension: A temporary suspension of the affected obligations for the duration of the event and a reasonable recovery period.
• Time extensions: Automatic extensions to deadlines and delivery milestones while the event persists.
• Termination: If the force majeure continues beyond a defined long‑stop period (for example, 30–90 days), allow either party to terminate without fault. Tie this into your wider termination and auto-renewal laws considerations for ongoing contracts.

Payment And Risk Allocation

Specify what happens to payments during the suspension period:

• Services not provided: No charges for services that cannot be delivered, or credits for prepaid periods.
• Goods in production: Cost‑recovery provisions for work‑in‑progress that can’t be repurposed.
• Deposits: Whether deposits are refundable or held as a credit (be mindful of fairness if selling to consumers under the Consumer Rights Act 2015).

Mitigation And Workarounds

Make it an express duty to take all reasonable steps to mitigate the impact, including:

• Switching to alternative suppliers, carriers or routes where commercially reasonable
• Delivering partial performance where possible (for example, partial shipment)
• Agreeing temporary workarounds with the other party

This is where careful drafting interacts with other terms like notwithstanding clauses, service credits, and liability caps. The different provisions should work together, not conflict.

Sample Clause Skeleton (Illustrative Only)

Avoid cutting and pasting templates - your clause should be tailored to your operations and risk profile. But to show how the parts fit together, here’s a simplified structure you might see:

• Definition: “Force Majeure Event means an event beyond the affected party’s reasonable control, including flood, earthquake, epidemic, war, terrorism, riot, governmental action, sanctions, lawful industrial action, utility outages, or a failure of suppliers caused by a Force Majeure Event.”
• Suspension: “While a Force Majeure Event continues, the affected obligations are suspended and time for performance is extended.”
• Notice and Mitigation: “The affected party must notify the other promptly, provide updates, and use reasonable endeavours to mitigate and resume performance.”
• Payments: “Charges for undelivered services are paused; prepaid sums are credited for the period of suspension.”
• Termination: “If the Force Majeure Event continues for more than 60 days, either party may terminate on written notice without liability (other than accrued amounts).”

The details - durations, payments, and scope - should be customised by a lawyer who understands your business. If you’re updating existing contracts, consider whether you need an addendum vs amendment approach or a full re‑issue, and follow a clear process for amending contracts.

How Do You Invoke Force Majeure Lawfully?

When something goes wrong, timing and process are everything. Here’s a practical step‑by‑step approach that usually aligns with well‑drafted clauses.

1) Check The Exact Clause

Pull the signed contract and read the force majeure clause carefully. Confirm that the event falls within scope, whether any exclusions apply, and what the notice requirements are. If your contracts vary by client, check the right version.

2) Gather Evidence And Assess Impact

Document what happened, when, and how it prevents performance. Save government announcements, outage reports, correspondence with suppliers, and internal logs. Quantify the impact and expected duration where possible.

3) Notify Promptly In Writing

Send a clear written notice to the contract’s nominated contact. Cover:

• What the event is and when it started
• How it affects your obligations
• What steps you’re taking to mitigate
• How long you expect the impact to last (if known)
• Any immediate requests (for example, to suspend deadlines or accept partial performance)

If you later need to escalate toward a dispute, a well‑crafted paper trail can be invaluable. Where relationships become strained, a firm but professional Breach of Contract Letter might be appropriate - but try collaboration first.

4) Propose Workarounds

Offer commercially sensible alternatives that reduce the impact on both parties. For example, partial shipments, substitute products, rescheduling, or temporary service credits. Collaboration now often preserves the relationship long after the crisis passes.

5) Keep Communicating

Follow up with updates at reasonable intervals, especially if circumstances change. If the long‑stop period for termination is approaching, discuss options early to avoid surprises.

6) Review Knock‑On Terms

Force majeure rarely stands alone. Check how your clause interacts with:

• Delivery and acceptance procedures
• Payment terms and set‑offs
• Service levels and credits
• Liability caps and exclusions
• Renewal and termination mechanics (especially for rolling deals covered by auto-renewal laws)

If something doesn’t line up, consider a short‑form variation or side letter, properly executed by both sides.

Force Majeure vs Frustration Of Contract In The UK

What if your contract doesn’t include a force majeure clause? UK law has a doctrine called frustration, but it’s a narrow, last‑resort remedy.

• Frustration (common law): Applies when an unforeseen event occurs after contract formation that makes performance impossible, illegal, or radically different from what was agreed. It’s hard to prove and ends the contract automatically when it applies. Read more about frustration of contract.
• Force majeure (contractual): Applies only if you included the clause. You control the definition, process, suspension, and termination rights. It’s much more flexible and predictable.

In practice, businesses rely on force majeure because it can be tailor‑made for your operations and sector. Frustration is a safety net - but not one you want to rely on.

Also keep an eye on how your force majeure clause interacts with other risk provisions. For example, if a clause says “notwithstanding any other provision” and then sets a strict cap on remedies, that notwithstanding clause could override what you thought you had agreed in force majeure. Consistency across the contract is crucial.

Practical Drafting And Negotiation Tips For Small Businesses

Here’s how to build a force majeure clause that actually works when you need it - and negotiate it confidently with customers and suppliers.

Tailor The Events To Your Real Risks

List the specific events most likely to affect your business model (for example, data centre outages for SaaS, port closures for importers, or regulatory orders for hospitality). Avoid over‑broad lists that try to catch everything but end up causing ambiguity.

Be Realistic About Mitigation Duties

Clauses often require “reasonable endeavours” to mitigate. That doesn’t mean “at any cost.” Make sure standards are commercially sensible and reflect what you can actually do in practice (like switching to alternative carriers at market rates).

Align The Long‑Stop Period With Your Operations

Set a termination trigger (for example, 60 days) that reflects how long your business can sustain a suspension. Pair that with fair consequences on prepaid amounts, WIP, and deposits so neither party is unfairly penalised.

Coordinate With Related Terms

Check for clashes with service levels, delivery milestones, payment terms, credits, and liability caps. Aim for a coherent package. If you’re updating a signed agreement, use a clear, signed variation and follow best practice for amending contracts or issuing an addendum vs amendment.

Mind Consumer Fairness

If you sell to consumers, the Consumer Rights Act 2015 requires terms to be fair and transparent. Heavy‑handed “no refunds ever” positions linked to force majeure can be challenged. Build a fair, balanced approach and be clear in your customer‑facing terms.

Don’t DIY Critical Clauses

Templates are risky because the details are everything. Have a lawyer tune your force majeure clause so it fits your industry, tech stack, logistics, and insurance. A short Contract Review is far cheaper than a messy dispute later.

Train Your Team

Make sure account managers and operations teams know when to escalate potential force majeure events and how to send compliant notices. Speed and accuracy matter, especially where you have strict notice windows.

Plan For The Future

After the dust settles, review what happened. Do supplier contracts need stronger pass‑through rights? Do you need alternative carriers or cloud regions? Contract changes might be part of a wider resilience plan alongside operational improvements and insurance.

Key Takeaways

• Force majeure only works if it’s in your contract - it’s not an automatic legal right in UK law. Get the wording right from the start.
• Be specific. Define covered events, notice steps, suspension, extensions, termination triggers, payments, and mitigation duties so there’s no ambiguity.
• Use real‑world force majeure examples from your sector (for instance, port closures, lawful shutdowns, or cloud outages) and exclude ordinary commercial risks.
• When an event hits, act fast: check the clause, gather evidence, notify promptly, propose workarounds, and keep communicating.
• Don’t rely on frustration unless you must - it’s narrow and unpredictable compared to a tailored clause.
• Ensure your force majeure clause dovetails with liability caps, service levels, renewal, and termination. Watch for conflicts created by “notwithstanding” wording.
• If you need to update existing deals, use a proper variation process and follow best practice on amending contracts. When in doubt, get targeted legal help before you sign.

If you’d like help drafting or updating force majeure clauses as part of your agreements - or you want a quick health check on your risk terms - you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no‑obligations chat.