Any event, act or circumstance that is unforeseeable, unavoidable and beyond a party’s control or will and which hinders or renders impossible the performance by that Party of its legal, regulatory or contractual obligations constitutes force majeure.
The following events may constitute Force Majeure events:
- war (declared or undeclared), armed insurrection, civil disturbance, blockade, riots, sabotage, embargo, general strikes;
- any natural disaster, including epidemics, earthquakes, storms, floods, volcanic eruptions, tsunamis or other inclement weather, explosions and fires;
- any other cause beyond the control of the Party involved as defined in this Article, with the exception of financial difficulties resulting from fluctuations in market prices.
Therefore, any act or event which could have been foreseen and the consequences of which could have been guarded against had reasonable care been exercised, does not constitute force majeure within the meaning of this Code. Similarly, any act or event that merely makes the performance of an obligation more difficult or onerous for the party liable for meeting it does not constitute force majeure.
The Party invoking the force majeure event shall, upon the occurrence or disclosure of it within a maximum period of fifteen (15) days, notify the other Party by registered letter with acknowledgment of receipt, setting out the elements of force majeure and its likely consequences on the application of the obligations set out in the granting instrument.
In any event, the concerned Party must take all appropriate measures to minimize the impact of force majeure on the performance of its obligations and to ensure as soon as possible, the normal resumption of the performance of the obligations affected by the force majeure event.
If, following the occurrence of a force majeure event, the suspension of obligations exceeds one (1) month, the Parties must meet as soon as possible, at the request of the most diligent Party, to examine the impact of such events on the performance of their obligations and, in particular, on the financial obligations of any nature incumbent on each Party, its Affiliates and its Subcontractors. In the latter case, the Parties would seek an adequate financial solution to adapt the Project to the new situation by taking, in particular, any measure rebalance the economic position of the Parties and pursue the Project.
If, three (3) months after the occurrence of the force majeure event in accordance with Article 219 of this Code, there is disagreement regarding the measures to be taken, a settlement procedure and then if applicable, arbitration, may be instituted immediately at the request of the more diligent Party.