China Force Majeure Clauses

Force majeure can excuse non-performance, but only if the event, causation and notice line up.

The Civil Code defines force majeure and allows partial or full exemption when an event meeting that definition prevents performance. Parties may still define examples, notice periods, mitigation and cost allocation. Commercial hardship, a bad supply price, or a foreseeable regulatory delay is not automatically force majeure. Epidemic controls, export bans and government orders are fact-specific: they may qualify, but the affected party must show the link to the unperformed duty and give timely notice.

The classification screen

4 questions before you choose the route.

This page identifies the right question and evidence. It does not determine the legal outcome on a reader’s facts.

What exactly could not be performed?

Name the delayed shipment, the closed factory, or the blocked payment—not a general market shock.

Duty

Was the event unforeseeable and insurmountable?

Test the Civil Code definition, not only the clause’s laundry list.

Definition

Was notice given as the clause requires?

Many China clauses require prompt written notice and evidence from a council or authority.

Notice

Could you mitigate?

Alternative suppliers, later delivery windows or partial performance still matter.

Mitigation

Working rule: The Civil Code defines force majeure and allows partial or full exemption when an event meeting that definition prevents performance.

What changes the answer

The signal ledger.

These facts move the question beyond a label and into a product, money-flow and control analysis.

Signal

Ask the operating question

Why it changes the route

Event vs hardship

Did performance become impossible, or only more expensive?

Price spikes and ordinary commercial risk are usually not force majeure.

Government measure

Is there a specific order, lockdown, licence suspension or export stop that blocked this duty?

A general news event is weaker than a document that closed the plant or the border.

Notice clock

When did you know, and when did you notify in the contract form?

Late or informal WeChat notice is a common reason FM claims fail.

Prepare before you escalate

Bring a compact evidence docket—not a pitch deck.

Give a compliance team or counsel the operating facts that reveal the perimeter.

01FM clauseDefinition, examples, notice and termination rights in both languages.

02Event proofOfficial notices, chamber certificates, port or plant closures.

03Causation fileWhy this duty, on these dates, could not be performed another way.

04Notices sentTime-stamped notices that match the clause method.

05MitigationAlternative routes attempted and extra costs.

Common confusions

Questions people ask before they build.

Short answers for orientation. The right result can change with the service model and current rules.

Does COVID-era practice still apply automatically?

No. Each new control, flood, war-risk or export measure is its own facts. Older epidemic certificates do not excuse a later commercial default.

If force majeure is proven, is the contract over?

Not always. It may suspend, delay or only excuse part of the duty. Long-term impossibility and termination are separate questions in the clause and the Civil Code.

Primary authorities

Reviewed sources support orientation, not a fact-specific assessment.

PRC Civil Code (gov.cn)

National laws database (NPC)

Supreme People’s Court