Pandemics, war, supply-chain shocks and extreme weather have all reminded businesses that events beyond their control can make performance impossible. Many assume the law automatically excuses them in such cases. In Sweden it largely does not: relief usually depends on what your contract says. That makes the force majeure clause one of the most important, and most overlooked, terms in a commercial agreement. This guide explains how it works.
No general force majeure in Swedish law
Swedish contract law has no broad codified doctrine of force majeure that suspends obligations whenever something unexpected happens. Some relief exists in specific contexts, for example the control-liability rule in the Sale of Goods Act, which can excuse damages where performance is prevented by an impediment beyond the party’s control. But for most commercial contracts, the practical answer is that force majeure is whatever the parties have agreed in the clause.
What a force majeure clause does
A force majeure clause allocates the risk of extraordinary events that prevent or delay performance. Typically it defines the qualifying events, suspends the affected obligations for the duration, protects the affected party from liability for the delay, and sets out what happens if the event drags on, such as a right to terminate. Because it overrides the default position, its exact wording decides who bears the loss.
Drafting the clause well
A good clause defines events with care, often combining a general test, an event genuinely beyond reasonable control that could not be foreseen or avoided, with a non-exhaustive list of examples. It should require prompt notice, impose a duty to mitigate, and address the consequences: suspension, extension of deadlines, allocation of ongoing costs, and a termination right if the event continues past an agreed period. Vague, one-line clauses are the ones that cause disputes.
Practical example: a supplier facing a shutdown
A manufacturer cannot deliver because a government order shuts its plant. Whether it is excused depends on the clause. If the contract lists such events, requires notice, and suspends delivery obligations while relieving the supplier of damages, the supplier is protected if it gives notice and mitigates. Without a clause, the customer may be entitled to claim for the delay, and the supplier is left arguing from general principles.
Common mistakes companies make
Common pitfalls include assuming the law will excuse non-performance without a clause, using a boilerplate clause that does not fit the deal, failing to give the notice the clause requires, and treating force majeure as a way out of a contract that has merely become unprofitable. A rise in costs or a bad bargain is generally not force majeure; the event must genuinely prevent performance.
Recommended actions
Check that your key contracts contain a force majeure clause and that it fits the risks of the relationship, rather than relying on a generic template. Make sure the definitions, notice requirements and consequences are clear, and that any termination trigger reflects how long you could tolerate a stoppage. If you need to invoke the clause, follow its notice and mitigation steps precisely, and take advice before treating yourself as excused.
Frequently asked questions
Does Swedish law give an automatic right to force majeure?
No general right. Limited statutory relief exists in some areas, such as the control-liability rule for sale of goods, but for most commercial contracts relief depends on a force majeure clause you have agreed.
Does a pandemic or price rise count as force majeure?
It depends on the clause. An event must usually be beyond reasonable control and genuinely prevent performance. A contract simply becoming more expensive or less profitable is generally not enough.
What should I do to rely on the clause?
Follow it precisely: give any required notice within the stated time, take reasonable steps to mitigate, and keep evidence of the event and its effect on performance. Missing the notice step can cost you the protection.
Conclusion
Because Swedish law does not offer a broad force majeure safety net, your protection lives in the contract itself. A well-drafted clause allocates the risk of the unexpected clearly and saves costly disputes when a crisis hits. Lawgent helps businesses draft and review force majeure and related clauses so they hold up when they are needed most. Contact us to review the risk allocation in your key contracts.
