Common use of VIS MAJOR Clause in Contracts

VIS MAJOR. 11.1. If a Party is prevented in whole or in part from carrying out its obligations under this Agreement (other than an obligation to pay monies which are due and payable) as a result of vis major, it will promptly notify the other Party accordingly. The notice must: - 11.1.1. specify the obligations it cannot perform; 11.1.2. fully describe the event of vis major; 11.1.3. estimate the time during which the vis major will continue; and 11.1.4. specify the measures proposed to be adopted to remedy or ▇▇▇▇▇ the vis major. 11.2. Following this notice, and while the vis major continues, the obligations which cannot be performed (other than an obligation to pay monies which are due and payable) because of the vis major will, subject to clause 11.6 below, be suspended. 11.3. The Party that is prevented from carrying out its obligations under this Agreement as a result of vis major will remedy the vis major to the extent reasonably practicable and resume performance of its obligations as soon as is reasonably possible. 11.4. The Party that is prevented from carrying out its obligations under this Agreement as a result of vis major will take all reasonable and practicable action to mitigate any loss suffered by a Party as a result of its failure to carry out its obligations under this Agreement. 11.5. The Parties are not required under clause 11.3 or 11.4 to settle any labour dispute against its will or to test the validity or refrain from testing the validity of any law, order, rule or regulation. 11.6. If a Party is prevented from carrying out its obligations under this Agreement as a result of vis major for a period of 12 (twelve) months the other Party may terminate this Agreement in respect of that Party by giving 60 (sixty) days’ notice to the Party claiming vis major without prejudice to any of the rights of either Party accrued before the date of termination as well as the rights and obligations towards the other Parties which are not affected by the subsistence of the vis major. 11.7. For the purposes of this Agreement vis major relates to any act, event or circumstance or any combination of acts, events or circumstances, which:- a) is beyond the reasonable control of the affected Party; and b) is without fault or negligence on the part of the affected Party or its contractors and is not the result of a breach by the affected Party of any of its obligations under this Agreement or applicable law; and c) was not foreseeable, or if foreseeable, could not have been (including by reasonable anticipation) avoided or the effects of which could not have been overcome or mitigated by the affected Party or its contractors, acting in accordance with reasonable and prudent standards, which may include acts or omissions of any government, government agency, provincial or local authority or similar authority, any laws or regulations having the force of law, civil strife, riots, insurrection, sabotage, acts of war or public enemy, legal and illegal strikes, lockouts, flood, storm or fire, but does not include, except to the extent that they result directly from a vis major event: (a) late delivery or interruption in the delivery of machinery, equipment, materials, spare parts or consumables (including fuel); or (b) wear and tear, flaws, breakdown in or degradation of, any equipment or machinery.