Have you ever wondered what happens if you or your business partner in China can’t keep a contract promise because of a big disaster, like a flood or a pandemic? That’s where “force majeure” comes in, a powerful legal idea that can protect you when life throws a curveball. 

If you’re working with Chinese companies or thinking about doing business in China, knowing how force majeure works can save you from stress, confusion, and even lawsuits.

This article explains everything you need to know about force majeure in China, from what it means and how it’s used in contracts to what Chinese law says and what you should do if the unexpected happens. 

Whether you’re a business owner, a manager, or just curious, read on to get clear answers and practical tips about force majeure China!

What is Force Majeure? A Simple Explanation

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Force majeure is a common term in contracts, but what does it actually mean in China? Let’s take a closer look at the basics and why it matters for anyone doing business there.

What Does "Force Majeure" Mean in China?

“Force majeure” is a French phrase that means “superior force.” In China, just like in many other countries, it refers to big, unexpected events that make it impossible for someone to do what they promised in a contract. These events are usually out of anyone’s control, such as:

• Earthquakes
• Floods
• Wars
• Pandemics
• Government actions (like lockdowns or export bans)

Imagine you promised to deliver a shipment of toys, but a huge typhoon shuts down all the roads and ports. 

If your contract has a force majeure clause, you might not get in trouble for missing your delivery date because the typhoon was something nobody could control.

Why Force Majeure Matters in Chinese Contracts

Force majeure is important in Chinese contracts because it gives both sides some protection when the unexpected happens. 

It helps businesses avoid unfair penalties and legal battles if they truly can’t meet their promises because of a disaster or emergency.

But here’s the thing: if your contract doesn’t mention force majeure, or if you don’t follow the right steps, you might not be protected. That’s why understanding force majeure in China is so important.

Force Majeure Law in China: Key Rules and Regulations

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Understanding the legal background of force majeure in China is essential for anyone working with Chinese contracts. Here’s how Chinese law treats these unexpected events.

Legal Basis for Force Majeure in China

Force majeure isn’t just a good idea, it’s written into Chinese law. The Civil Code of the People’s Republic of China (PRC) explains what counts as force majeure and how it affects contracts. 

According to the PRC Civil Code, a force majeure event is something that:

• Can’t be predicted
• Can’t be avoided
• Can’t be overcome

If a force majeure event happens, the party affected may not have to perform their part of the contract, or they might get extra time to do it. Chinese courts will look at the facts and decide if the event truly counts as force majeure.

📖 Also read: Statute of Limitations in China Civil Code

Force Majeure vs. Hardship in Chinese Law

Sometimes, things get tough but not impossible. Chinese law also talks about “hardship,” which is different from force majeure. 

If something makes it really hard but not impossible to do your job under a contract, that’s hardship. Force majeure, on the other hand, means it’s truly impossible to perform your duties.

Knowing the difference is important because the legal solutions are different. Force majeure can excuse you from your contract, but hardship might just let you change the terms or ask for help.

How Force Majeure Works in Chinese Contracts

To make the most of force majeure protection in China, it’s important to know how these clauses are written and what to do if a crisis happens. Here’s what you need to know about using force majeure in Chinese contracts.

Typical Force Majeure Clauses in China

Most well-written contracts in China have a force majeure clause. This is a special section that lists what counts as force majeure and what both sides should do if it happens. 

A good force majeure clause in China usually:

• Lists examples (like earthquakes, floods, government actions, pandemics)
• Explains how to notify the other party
• States what happens next (like pausing the contract or ending it)

If you’re signing a contract with a Chinese company, always check for this clause. If it’s missing, you could be at risk.

📖 Also read: Differences Between Western and Chinese Contracts

Steps to Take When Force Majeure Happens in China

If something big and unexpected happens, here’s what you should do:

• Tell the other side right away. Most contracts require you to give notice as soon as possible.
• Gather proof. You’ll need evidence, like news reports, government notices, or official documents, to show the event really happened and affected you.
• Follow the contract. Do whatever the force majeure clause says about next steps, like trying to fix the problem or waiting for things to get better.

Force Majeure Certificates in China

In China, you can sometimes get an official “force majeure certificate” from organizations like the China Council for the Promotion of International Trade (CCPIT). 

This certificate proves that a force majeure event happened and affected your business. It’s not always required, but it can help if there’s a dispute.

Real-World Examples: Force Majeure in China

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Force majeure isn’t just a legal term, it’s something that affects real businesses in China all the time. Here are a couple of examples to show how it works in practice.

COVID-19 and Force Majeure in Chinese Law

The COVID-19 pandemic is a perfect example of force majeure in China. When the pandemic hit, factories shut down, shipping stopped, and many businesses couldn’t meet their contracts. 

Chinese courts had to decide if COVID-19 counted as force majeure. In many cases, they said yes, especially when government lockdowns made it impossible to do business.

Some companies used force majeure certificates to prove they were affected by COVID-19. Others negotiated new terms or paused their contracts until things got better.

Natural Disasters and Other Major Events

China faces natural disasters like floods, earthquakes, and typhoons. These events often trigger force majeure clauses in contracts. 

For example, if a factory is destroyed by an earthquake, the company might not be able to deliver goods on time. Chinese law usually protects them, as long as they follow the right steps and provide proof.

Comparing Force Majeure in China vs. Other Countries

Force majeure is a global concept, but the rules and details can change from country to country. Here’s how China’s approach compares to other places like the US and Europe.

Key Differences with the US and Europe

Force majeure exists in many countries, but the rules aren’t always the same. Here’s how China compares to the US and Europe:

• In China, the law is very clear about what counts as force majeure and how it affects contracts. Chinese courts focus on whether the event was truly unforeseeable and impossible to overcome.
• In the US and Europe, force majeure can be broader or narrower, depending on the contract wording and local laws. There is less statutory guidance, and more depends on how the parties draft their agreement.
• For international contracts, the United Nations Convention on Contracts for the International Sale of Goods (CISG) may apply. China has adopted this treaty, so its rules can affect cross-border deals.

If you’re doing business across borders, it’s smart to check which rules apply to your contract and how force majeure is handled in each country.

📖 Also read: Contract Enforcement in China

Best Practices: Protecting Your Business with Force Majeure China

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If you want your business to be safe from surprises, it’s smart to plan ahead and use force majeure clauses wisely. Here are some simple tips to help you stay protected in China.

Drafting Strong Force Majeure Clauses for China

To protect your business, make sure your contracts in China have a clear and detailed force majeure clause. 

Here are some tips:

• List specific events (like epidemics, natural disasters, government actions)
• Explain what happens if force majeure occurs (suspension, delay, or ending the contract)
• Set out how and when both sides should give notice
• Include rules about proof and documentation

Steps to Take Before and After a Force Majeure Event

Before anything happens, plan ahead:

• Review your contracts for force majeure clauses
• Talk with your partners about what to do if disaster strikes
• Keep good records, just in case you need to prove something later

After a force majeure event:

• Notify your partners quickly
• Collect evidence
• Work together to find a solution, like extending deadlines or changing the contract

📖 Also read: How to Terminate a Contract with a Chinese Supplier

Working with Chinese Partners on Force Majeure Issues

Good communication is key. If you’re working with Chinese companies, be open and honest about problems. 

Try to agree on fair solutions. Most Chinese businesses understand force majeure and want to find a way forward, not just blame someone for something they can’t control.

Conclusion

Force majeure in China is all about protecting businesses from the unexpected. Whether it’s a natural disaster, a pandemic, or a government action, force majeure clauses help make sure nobody is unfairly punished for things they can’t control. 

If you do business in China, make sure your contracts include a strong force majeure clause, know the law, and be ready to act fast if something goes wrong.

If you need legal support or have questions about force majeure, contracts, or any other legal issues in China, the experienced team at Choi & Partners is ready to help. 

By understanding force majeure in China and working with knowledgeable legal professionals, you can keep your business safe, avoid costly disputes, and focus on building strong partnerships even when the unexpected happens.

Frequently Asked Questions about Force Majeure China

What qualifies as a force majeure?

A force majeure event is an occurrence that cannot be predicted, avoided, or overcome, such as natural disasters, wars, government actions, or pandemics. In China, the event must directly prevent a party from fulfilling their contractual obligations. It is not enough for the event to make performance difficult or expensive; the event must make performance truly impossible. Courts will examine the facts and the connection between the event and the inability to perform.

Are contracts enforceable in China?

Yes, contracts are generally enforceable in China as long as they comply with Chinese law and clearly outline the rights and duties of each party. Chinese courts place significant importance on written contracts, especially when they are detailed and fair to both sides. Properly drafted contracts are usually upheld and enforced by the courts. However, contracts that violate mandatory laws or public policy may be deemed invalid.

What is the PRC law in China?

The PRC law refers to the legal system and body of laws in the People’s Republic of China. It covers all aspects of civil, commercial, criminal, and administrative matters within the country. For contracts and force majeure, the Civil Code of the PRC is the primary law that sets out the rules and definitions. This code provides the legal framework for how contracts are formed, interpreted, and enforced in China.

What are the criteria for force majeure?

For an event to qualify as force majeure in China, it must be unforeseeable, unavoidable, and insurmountable. This means that no one could have predicted the event, stopped it from happening, or overcome its effects. The event must make it impossible, not just difficult, for a party to perform their contractual duties. If these conditions are met and the affected party follows the contract’s procedures, they may be excused from liability.

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