Disruptions are part of global supply chains. Wars, natural disasters, export restrictions, port closures or pandemics can suddenly make it impossible for a supplier to perform a contractual obligation. In these situations, one legal concept quickly becomes central between buyers and suppliers: force majeure.
Under French law, force majeure is defined in Article 1218 of the Civil Code as an event beyond the control of a party, which could not reasonably have been foreseen when the contract was signed and whose effects cannot be avoided by appropriate measures, preventing the performance of an obligation.
Three conditions must be met. The event must be outside the control of the party invoking it, unforeseeable at the time of the contract, and irresistible, meaning its effects cannot reasonably be avoided.
If these criteria are satisfied, the consequences are significant. When the obstacle is temporary, the execution of the contract can be suspended. If the impediment becomes permanent, the contract may be terminated and both parties released from their obligations.
When There Is a Contract
Most procurement relationships are governed by contracts that include a force majeure clause. These clauses typically list events such as wars, natural disasters, government restrictions, or major transport disruptions.
French law allows parties to define how these situations are handled. Contracts may specify notification procedures, suspension periods, and the possibility of termination if the disruption lasts too long.
For example, if a supplier’s factory is shut down by a government decision or a natural disaster, deliveries may be suspended under force majeure. However, invoking force majeure is not automatic. The party must demonstrate that the event genuinely prevents performance and that reasonable mitigation measures were not possible.
For procurement teams, the wording of these clauses is therefore critical.
When There Is No Contract
Not all procurement relationships rely on detailed contracts. Some operate through purchase orders, framework agreements, or long-standing commercial practices.
Even without a contractual clause, force majeure can still apply under French law through the Civil Code. A supplier who is objectively unable to perform due to a qualifying event may rely on the legal principle of force majeure to avoid liability.
However, the absence of a clear clause often creates uncertainty. Courts may need to determine whether the event truly qualifies and what consequences apply. For buyers, relying solely on the legal framework instead of contractual clarity introduces unnecessary risk.
The European Dimension
Across the European Union, force majeure is widely recognized in commercial law and international contracts. While definitions may vary slightly between countries, the principle remains the same: a party cannot be held liable when an unforeseeable and unavoidable event makes performance impossible.
For cross-border procurement contracts, force majeure clauses help align expectations between parties operating under different legal systems and reduce uncertainty when disruptions occur.
A Current Example: The Iran Conflict
A concrete example today is the conflict involving Iran and the disruption of maritime routes in the Persian Gulf. Escalations in the region have created serious security risks for shipping around the Strait of Hormuz.
This narrow passage normally handles around 20% of global oil and LNG trade, making it one of the most critical supply chain chokepoints in the world.
If shipping companies refuse to enter the area, ports close for security reasons, or vessels face military threats, suppliers relying on these routes may find themselves unable to deliver goods.
In such situations, invoking force majeure may become legitimate because the disruption is clearly outside the control of the supplier. However, its application still depends on the contract. If alternative routes or logistics solutions exist, the supplier may be required to attempt them before invoking force majeure.
How Procurement Can Secure Against Force Majeure
Force majeure cannot always be avoided, but procurement can reduce exposure.
Contracts should clearly define qualifying events, notification procedures and suspension periods. Clear wording reduces disputes when disruptions occur.
Mitigation obligations should also be included, requiring the affected party to take reasonable measures to limit the impact.
Finally, procurement teams should monitor supplier dependency and geographic concentration risks, especially when supply routes pass through strategic chokepoints.
In a world where geopolitics can disrupt supply chains overnight, force majeure is no longer just a legal clause buried in contracts — it has become a critical tool for procurement to understand, anticipate, and manage systemic supply risk.