Direct answer: A force-majeure and supply-disruption page cannot just say "delays caused by force majeure are not our responsibility." It should state what constitutes force majeure, how it differs from commercial risk and changed circumstances, how soon and to whom notice must be given, what evidence is needed, how to mitigate, whether force majeure can still be claimed after a delay, when the contract can be terminated, how supply is substituted, how insurance applies, and what must not be published. Otherwise, when a customer asks "what is your notice deadline, who issues the evidence, what is the alternative plan, does insurance cover it," the answer is "it is in the contract."
This guide is for sales, procurement, legal, supply-chain, quality, and website teams at manufacturers in Changzhou and nearby industrial areas. It explains how to build and accept a force-majeure and supply-disruption page. Information is current to 2026-11-02. It is a review of public regulations and project practice, not legal, contractual, insurance, or supply-chain advice; specific force-majeure findings, notice, evidence, termination, damages, and insurance depend on the contract, applicable law, court or arbitration decisions, and the policy.
Force majeure is an objective situation that cannot be foreseen, avoided, or overcome; price swings, exchange-rate moves, and cost increases are usually commercial risk, not force majeure. Claiming it is not "send a notice and you are exempt": the law requires timely notice, evidence within a reasonable period, and mitigation; force majeure occurring after a delay does not excuse the delay. Supply disruption is not only waiting: second sources, alternate materials, allocation, outsourcing, and customer negotiation are the substitution plan the page should describe.
How does the force-majeure page relate to lead-time, contract, PCN, and after-sales pages?
The lead-time page answers "normal delivery and scheduling"; the contract page answers "breach, exemption, and notice address"; the PCN/EOL page answers "how material/product changes are notified"; the after-sales page answers "how repairs and spares work"; the force-majeure and disruption page answers "how an event is determined, notified, evidenced, mitigated, substituted, terminated, and insured." The lead-time page describes the normal state; the force-majeure page describes the exception. They must connect, or the customer cannot tell whether a delay is normal scheduling or an abnormal event.
The common break is: the contract has one line "force majeure exempts liability" with no definition, notice deadline, or evidence requirement; after an event, sales promises compensation orally and then asks legal for help; the only evidence is a self-written statement, with no government, port, carrier, or supplier support; the company claims force majeure while taking no mitigation; there is no second source, so the line stops; the website claims "stable global supply chain" with no disruption plan. A page that states determination, notice, evidence, mitigation, substitution, and insurance gives customers and staff one playbook.
| Page/entry | Answers | Audience | Cannot replace |
|---|---|---|---|
| Lead-time page | Normal lead time, scheduling, expedite, delay liability | Customer, sales | Exception handling |
| Contract page | Breach, exemption, notice address | Legal, procurement | Fact-finding and evidence |
| PCN/EOL page | Change grading, notice, alternates, last-time buy | Customer, supply chain | Force majeure and disruption response |
| After-sales page | Repair, spares, service network | Customer, service | Substitute performance in disruption |
| Force-majeure/disruption page | Determination, notice, evidence, mitigation, substitution, insurance | Customer, sales, legal, supply chain | The contract clauses themselves |
This page map is editorial; force majeure and exemption are in Article 590 of the Civil Code.
What counts as force majeure, and how does it differ from commercial risk and changed circumstances?
Article 180 of the Civil Code defines force majeure as "an objective situation that cannot be foreseen, avoided, and overcome"; where civil obligations cannot be performed due to force majeure, civil liability is not borne (unless otherwise provided by law). All three "cannots" must be met: unforeseeable at contracting, unavoidable when it occurs, and insurmountable afterwards. Price swings, exchange-rate moves, cost increases, and order reductions are usually commercial risk; where the contract's basis changes materially and performance becomes obviously unfair, changed circumstances may apply instead.
The consequences differ: force majeure may partially or fully exempt liability and permits termination if the contract purpose cannot be achieved; changed circumstances require renegotiation first, then a court or arbitration may modify or terminate; commercial risk generally does not exempt. In practice, companies label "raw material price increases," "customer cancellation," and "freight increases" as force majeure, which is rarely supported. The page may explain the differences, but must not turn "anything affecting delivery" into force majeure.
| Type | Elements | Consequence | Common misuse |
|---|---|---|---|
| Force majeure | Unforeseeable, unavoidable, insurmountable | Partial/full exemption; termination possible | Counting price rises |
| Commercial risk | Price, FX, cost, order fluctuation | Generally no exemption | Called force majeure |
| Changed circumstances | Material change, obviously unfair | Renegotiate; modify/terminate | Mixed with force majeure |
| Policy change | May be either, depending on impact | Per facts and contract | Automatic exemption |
| Third-party breach | Supplier/logistics failure | Generally no automatic exemption | Blamed upstream |
The definition is on the Shanghai Municipal People's Government legal guide (quoting Article 180); changed circumstances are in Article 533 of the Civil Code.
How soon, to whom, and what should be notified?
Article 590 of the Civil Code requires timely notice to the other party to mitigate loss, and evidence within a reasonable period. International sales also look to Article 79 of the CISG: the non-performing party must notify the other of the impediment and its effect on performance; if the notice is not received within a reasonable time, the non-performing party is liable for damages caused by the non-receipt. Notice goes to the contract contact/address, with proof of delivery.
"Timely" has no universal number of hours; it depends on the event, the contract, and industry practice. A contract may set a specific period (e.g., three working days/seven days), but not so short that the other side cannot verify. Content should include the event, time and place, affected contracts/orders/batches, expected duration, measures taken, next steps, and contact. Oral notice is not enough—keep email, letters, or system notices.
| Element | What to state | Evidence | Common gap |
|---|---|---|---|
| Timing | Contract period or "timely," within a reasonable time of knowledge | Notice record | Waiting until delivery date |
| Recipient | Contract contact/address/system | Delivery receipt | Only told the salesperson |
| Event | Time, place, nature, scope | Announcement/site record | Vague description |
| Impact | Contract/order/batch, expected duration | Production/logistics records | Not quantified |
| Measures | Mitigation/substitution already taken | Record | Notice without action |
| Updates | Frequency, contact | Update record | One notice, then silence |
Notice and evidence are in Article 590 of the Civil Code; international sales in Article 79 of the CISG.
What evidence is needed, and who issues it?
Evidence must support "the event is real, its time and place, that it was unforeseeable/unavoidable/insurmountable, and the causal link to non-performance." Common materials: government announcements/emergency responses, authoritative weather/earthquake/flood records, port/airport/shipping/rail suspension or congestion certificates, written statements from suppliers/customers, site photos/video, testing/expert reports, and CCPIT force-majeure factual certificates. Provide them within a reasonable period—not just a self-written statement.
The China Council for the Promotion of International Trade (CCPIT) and its authorised branches may issue force-majeure factual certificates on application, certifying facts related to force majeure; such a certificate is factual and does not replace a court or arbitration finding on liability and causation. Export deals may also face destination-country or letter-of-credit requirements: some banks/customers accept only specific issuers or formats. The page may say "government announcements, logistics certificates, CCPIT factual certificates, etc. can be provided," but must not promise "a certificate guarantees exemption."
| Material | What it proves | Issuer | Common gap |
|---|---|---|---|
| Government announcement | Event, area, time, controls | Government/department | Screenshot only |
| Weather/disaster record | Intensity and timing | Meteorological/emergency body | No official record |
| Port/shipping/airport certificate | Suspension, congestion, cancellation | Carrier/port | Oral notice |
| Supplier/customer statement | Upstream shortage, downstream stoppage | Counterparty | No seal |
| Site/testing/expert report | Loss and causation | Notary/testing/expert body | Self-taken photos |
| CCPIT factual certificate | Facts related to force majeure | CCPIT and authorised bodies | Treated as a judgment |
Evidence is required by Article 590 of the Civil Code; the nature of CCPIT factual certificates is described in the Shanghai government legal guide.
How should the duty to mitigate be performed?
Article 591 of the Civil Code provides that after one party breaches, the other must take appropriate measures to prevent further loss; if it fails to do so, it may not claim compensation for the increased loss, and reasonable costs of preventing further loss are borne by the breaching party. Conversely, the party claiming force majeure cannot "stand still": it must take reasonable steps to reduce the other side's loss, or its exemption may be affected. Mitigation includes rescheduling, partial shipments, alternate transport, alternate materials, outsourcing, and resale/return.
Mitigation is not "agree to everything": measures must be reasonable, executable, and documented. For example, switching to air freight during port congestion requires agreeing who bears the cost; expediting requires a capacity check; alternate materials require validation, not sacrificing quality to hit a date. The page may say "after an event we will assess alternate transport/materials/partial delivery," but must not promise "we bear all costs."
| Measure | What to do | Evidence | Common gap |
|---|---|---|---|
| Reschedule/partial | Agree new dates, partial shipments | Email/minutes | Unilateral delay |
| Alternate transport | Change port/route, air, rail | Quote/waybill | Cost not agreed |
| Alternate material | Validate performance, customer approval | Validation report | Unapproved |
| Outsourcing/allocation | Transfer capacity, quality, confidentiality | Agreement/first article | Quality loss |
| Return/resale | Reduce demurrage/inventory loss | Disposal record | Left at port |
| Costs | Reasonable cost evidence, allocation | Invoice/agreement | Later dispute |
Mitigation is in Article 591 of the Civil Code; specific measures follow the contract and customer negotiation.
If delivery is already late, can force majeure still be claimed?
Article 590(2) of the Civil Code is explicit: force majeure occurring after the party has delayed performance does not exempt its breach liability. If the delivery date has passed and delay has already occurred, a later typhoon/control/suspension cannot excuse the earlier delay. Conversely, if force majeure occurs during the performance period and actually prevents performance, liability may be partially or fully exempt according to its impact—provided notice, evidence, and mitigation are handled.
Distinguish "when the event occurred" from "when the breach occurred": breach first, event later—exemption is hard; event first, breach later, with causation—exemption may be possible. Record the timeline immediately, keep notice, evidence, and mitigation records; do not backdate a "statement of circumstances." The page can state "force majeure after delay does not exempt liability," which is more credible than a vague "force majeure exempts."
| Timeline | Exemption? | Key evidence | Common gap |
|---|---|---|---|
| Event → prevention → notice | Possible partial/full | Event record/notice | No causation |
| Delay → event | Delay not excused | Delivery/shipment records | Backdating |
| Event → still performable | Generally no exemption | Capacity/inventory records | Exaggerated impact |
| Event → partial performance | Partial exemption by impact | Delivery records | Claiming full |
Delay after force majeure is addressed in Article 590(2) of the Civil Code; specific findings follow evidence and judicial practice.
When can the contract be terminated?
Article 563(1) of the Civil Code provides that a party may terminate if force majeure makes the contract purpose impossible to achieve. The test is "contract purpose impossible," not "a few days late" or "higher cost"; partial or temporary impossibility does not automatically create a termination right. Termination requires notice, and the contract terminates when the notice reaches the other party; if the other party objects, it may ask a court or arbitration to confirm the effect.
Where force majeure causes partial impossibility, the more common response is rescheduling, partial delivery, or partial exemption—not termination. Termination can trigger refunds, returns, inventory, and customer claims, and long-lead materials are harder to handle. The page may say "where the contract purpose cannot be achieved, handle per law and contract," but must not say "force majeure allows termination at any time."
| Scenario | Handling | Basis | Common gap |
|---|---|---|---|
| Purpose impossible | May terminate | Art. 563 | Terminating for minor delay |
| Partial impossibility | Modify/partial/exempt | Art. 590 | Terminate all |
| Temporary impossibility | Extend/mitigate, not necessarily terminate | Contract/negotiation | Stop supply |
| Notice | Effective on receipt; objection may be litigated | Art. 565 | Oral termination |
| Consequences | Refund, return, inventory, damages | Contract/law | Cost ignored |
Termination is in Articles 563 and 565 of the Civil Code; specifics follow the contract and judicial practice.
How do changed circumstances work, and how do they differ from force majeure?
Article 533 of the Civil Code provides that if, after the contract is formed, its basis changes materially in a way that was unforeseeable at contracting and is not commercial risk, and continued performance is obviously unfair, the affected party may renegotiate; if negotiation fails within a reasonable period, it may ask a court or arbitration to modify or terminate. The Supreme People's Court's interpretation further provides that price movements caused by policy adjustment or abnormal supply-demand changes may constitute a "material change" if unforeseeable and not commercial risk, excluding actively traded commodities with long-standing price volatility and risk-investment products such as stocks and futures.
The threshold is high: "material change," "obviously unfair," "not commercial risk," and renegotiation first. It is not a universal "price increase, so we reprice" clause; an agreement excluding Article 533 in advance is invalid under the interpretation. Companies should separate force majeure ("cannot perform") from changed circumstances ("performance is unfair"). The page may explain the difference and the negotiation process, but must not promise "a price change will always be granted."
| Element | What to state | Basis | Common gap |
|---|---|---|---|
| Material change | Unforeseeable, non-commercial, obviously unfair | Art. 533 | Ordinary price rise |
| Policy/supply-demand | Policy or abnormal supply-demand price moves | Interpretation Art. 32 | Counting commodities |
| Renegotiation | Negotiate first, reasonable period | Art. 533 | Go straight to court |
| Modify/terminate | Court/arbitration if negotiation fails | Same | Unilateral repricing |
| Exclusion clause | Advance exclusion is invalid | Interpretation Art. 32 | Assumed valid |
Changed circumstances are in Article 533 of the Civil Code; see Article 32 of the SPC contract interpretation.
How should supply be substituted during a disruption?
Design substitution in advance and execute it after the event: second sources (alternate suppliers/plants), alternate materials (performance validation plus customer approval), allocation (multiple plants/lines), outsourcing (quality/confidentiality/capacity assessment), alternate transport (change port/route, air, rail), inventory buffers (safety stock/consignment), and customer negotiation (reschedule/partial/specification change). Each needs trigger conditions, owners, validation requirements, and cost allocation—not a scramble after the shortage.
Substitution is not "swap anything": automotive, medical, and electronics customers may require re-validation/certification such as PPAP, first article, or reliability testing; outsourcing brings quality and confidentiality risks; air freight may cost several times sea freight. The page may state "second-source and alternate-material evaluation mechanisms are in place," but must produce supplier lists, validation records, and customer approvals; it must not claim "on-time delivery under all circumstances."
| Option | What to do | Evidence | Common gap |
|---|---|---|---|
| Second source | Alternate supplier/plant, capacity and quality | Audit/sample | List only |
| Alternate material | Validate performance, customer approval | Validation/approval | Not validated |
| Allocation | Multi-plant/line scheduling | Scheduling records | Capacity short |
| Outsourcing | Quality, confidentiality, capacity, lead time | Agreement/first article | Quality loss |
| Alternate transport | Port/route, air, rail | Quote/waybill | Cost not agreed |
| Stock/negotiation | Safety stock, consignment, reschedule | Inventory/minutes | No buffer |
Substitution options are editorial; validation, customer approval, and cost sharing follow the contract, industry standards, and customer requirements.
Can insurance cover supply disruption?
It depends on the cover and wording: cargo insurance mainly covers loss/damage in transit; business-interruption/profit-loss insurance may cover production or business stoppage caused by an insured event, but usually requires a covered loss under the primary property/machinery policy and has a deductible period and limit; credit insurance covers buyer credit/receivables; supply-chain disruption cover is newer, with widely varying triggers and exclusions. Product-liability insurance does not cover supply disruption—do not confuse them.
Companies often assume "insured" means "delay penalties are paid": delivery penalties, customer claims, and goodwill losses are usually outside ordinary property/cargo policies; business-interruption cover still requires the loss to arise from a covered peril and often has a 72-hour/multi-day deductible. The page may say "cargo/business-interruption insurance is in place, subject to the policy," but must not say "supply disruption is fully covered by insurance."
| Cover | Usually covers | Commonly excluded | Common gap |
|---|---|---|---|
| Cargo | Loss/damage in transit | Delay, indirect loss | Assumed delay cover |
| Business interruption | Stoppage from an insured event | Deductible, limit, non-covered peril | No primary policy |
| Credit | Buyer credit/receivables | Quality/delay disputes | Confused |
| Supply-chain disruption | Specific upstream disruption (per wording) | Narrow scope, many exclusions | Assumed full |
| Product liability | Third-party injury/property | Disruption/delay | Mixed up |
Cover follows the policy wording; this article evaluates no insurance product and promises no payout scope.
What should the page say, and what must not be published?
A public page should include: the force-majeure definition and boundary, notice deadline and contacts, evidence list, mitigation measures, no exemption after delay, termination conditions, changed-circumstances explanation, substitution plan, insurance overview, and customer cooperation. Do not publish: specific penalty terms, customer names and orders, pending claims/litigation, supplier shortage details, security and inventory layout, policy numbers and limits. A notice template and contact route are fine; a completed customer version is not.
The page exists to tell customers how to cooperate and sales how to start—not to prove "we never have disruptions." Wording should be restrained: "handled per contract and law," "timely notice and evidence," "substitution options assessed"—not "force majeure always exempts," "supply guaranteed," or "all losses covered by insurance." Contract-specific terms belong in the contract, not the public page.
| Module | What to write | Evidence/asset | Common gap |
|---|---|---|---|
| Definition/boundary | Three cannots, commercial risk, changed circumstances | Legal basis | Mixed together |
| Notice | Timing, recipient, content, updates | Template/records | Oral only |
| Evidence | List, issuer, deadline | Sample | Self-serving |
| Mitigation/substitution | Measures, validation, costs | Plan/records | Notice without action |
| Termination/modification | Conditions, notice, consequences | Contract terms | Terminate anytime |
| Insurance | Types, cover overview, claims cooperation | Policy summary | Promise full payout |
| Boundaries/links | No contracts/customers/claims; lead-time/contract/PCN reachable | Access control | Over-disclosure |
These modules are editorial; public scope, customer data, and wording follow confidentiality and legal advice.
Go-live acceptance checklist
Ten checks: definition and boundary, notice mechanism, evidence list, mitigation, no exemption after delay, termination, changed circumstances, substitution, insurance, and public boundaries plus links. Each needs an owner, evidence, and review date. The pass condition is not "the page says force majeure exempts," but that a customer can follow the page to notify, evidence, and alternatives, and the company can start the process.
Before go-live, run a hypothetical event through: typhoon closes the port → notify customer → collect evidence → assess impact → start alternate transport/allocation → update delivery → insurance notification → review. Any step that fails is a gap in the page or the process.
| Check | Pass condition | Evidence | If it fails |
|---|---|---|---|
| Definition/boundary | Three cannots, commercial risk, changed circumstances | Page/contract | Add explanation |
| Notice | Timing, recipient, content, updates, delivery | Template/records | Add process |
| Evidence | List, issuer, reasonable period | Sample | Add list |
| Mitigation | Measures, records, cost sharing | Records/agreement | Add measures |
| Delay | No exemption after delay stated | Page/training | Fix wording |
| Termination | Purpose impossible, notice, consequences | Contract terms | Add clauses |
| Changed circumstances | Material change, negotiation, modify/terminate | Basis/process | Add explanation |
| Substitution | Second source, alternate material, allocation, outsourcing, transport | List/validation | Add plan |
| Insurance | Types, cover, claims cooperation | Policy summary | Add cover |
| Boundaries/links | No contracts/customers/claims; lead-time/contract/PCN reachable | Page test | Remove/fix |
This checklist is editorial; specific findings, notice, evidence, termination, damages, and insurance follow the law, contract, and policy.
Who should read this, who should not, and what decisions does it support?
It suits manufacturers in Changzhou and nearby areas with export business, long-lead materials, single upstream/downstream dependence, or customer supply-assurance requirements—especially equipment, auto parts, electronics, chemical materials, and medical devices; it also suits buyers assessing supplier continuity. It does not suit domestic-only, short-lead-time businesses with no disruption exposure, or teams wanting one page to replace legal/contract advice.
Read it if you are in sales, procurement, legal, supply chain, quality, or a website vendor; you are building a force-majeure page, cleaning up contract exemption clauses, preparing a disruption plan, or responding to a customer audit; or you need to answer "what counts as force majeure, how soon to notify, who issues evidence, how to mitigate, can we terminate, what is the alternative, does insurance pay." Skip it if you treat price increases as force majeure, notice without action, or want a page promising "no disruption/full payout." It supports self-review of definition, notice, evidence, mitigation, termination, changed circumstances, substitution, and insurance.
Lingyi Information is a website development and enterprise AI project provider, not a law firm, insurance broker, or supply-chain consultancy. This article is not a substitute for legal, contractual, insurance, or supply-chain advice. Changzhou projects are delivered remotely or on site as confirmed per project; Lingyi is one candidate, does not claim a local office or team, and does not promise exemption, payouts, delivery, or inquiries.
FAQ
What is the difference between force majeure and changed circumstances?
Force majeure is an objective situation that cannot be foreseen, avoided, or overcome, making performance impossible; it may partially or fully exempt liability and permits termination if the contract purpose is impossible. Changed circumstances are a material, unforeseeable, non-commercial change in the contract's basis making performance obviously unfair; renegotiate first, then a court or arbitration may modify or terminate. The thresholds and consequences differ.
Is it reasonable for a customer to demand compensation despite force majeure?
It depends on whether the event qualifies, occurred during the performance period, caused the non-performance, and whether notice and mitigation were timely. If it qualifies, liability is exempt in whole or in part by impact; if not, if it occurred after delay, or if mitigation was absent, breach liability may remain. The contract may provide otherwise.
How soon and to whom should notice be given?
The law requires "timely" notice; the contract may set a specific period. International sales require notice of the impediment and its effect, and failure to reach the other party within a reasonable time makes the non-performing party liable for damages caused by non-receipt. Notify the contract contact/address/system, keep delivery evidence, and update regularly.
What evidence is needed, and who issues it?
Depends on the event: government announcements/emergency documents, weather/disaster records, port/shipping/airport suspension certificates, supplier/customer written statements, site/testing/expert reports, and CCPIT force-majeure factual certificates. Evidence must support the event, time and place, unforeseeability/unavoidability/insurmountability, and causation, and be provided within a reasonable period.
If delivery is already late, can we still claim force majeure?
Force majeure occurring after a delay does not exempt breach liability. If breach came first and the event later, the event generally cannot excuse the earlier delay. Record the timeline when the event occurs, keep notice, evidence, and mitigation records, and do not backdate a statement.
Can the website say "force majeure always exempts liability"?
Not advisable. Whether force majeure applies, whether it occurred during the performance period, whether it caused the non-performance, and whether notice and mitigation were timely all require case-specific analysis; "always exempt" is misleading and may be treated as a misrepresentation. A safer wording: "handled per contract and applicable law, with timely notice, evidence, and reasonable mitigation."
One-sentence takeaway
A Changzhou manufacturer's force-majeure and supply-disruption page should not say "force majeure exempts liability." It should turn the definition boundary, notice timing, evidence list, mitigation duty, no-exemption-after-delay, termination conditions, changed circumstances, substitution plan, insurance cover, and public boundaries into a verifiable checklist—so customers know how to cooperate, sales knows how to start, and supply chain knows how to substitute.
Method and limitations
This is a review of public regulations and project practice, not legal, insurance, or supply-chain advice or a finding on any company, contract, event, claim, or policy. No undisclosed customer contracts, orders, claims, or shortage data were used. Categories, checklists, processes, and the acceptance checklist are editorial suggestions, not legal, insurance, or supply-chain conclusions. Specific force-majeure findings, notice, evidence, termination, damages, and insurance depend on the contract, applicable law, court or arbitration decisions, and the policy.
Sources and scope
Information is current to 2026-11-02. The following are public official/primary pages; their scope, version, and wording control.
- Civil Code of the PRC, Articles 533, 563, 590, and 591: Cyberspace Administration of China. Changed circumstances and renegotiation, termination where force majeure makes the contract purpose impossible, force majeure exemption with timely notice, evidence within a reasonable period, no exemption after delay, and the duty to mitigate with reasonable costs.
- Civil Code of the PRC, Article 180 (definition of force majeure): Shanghai Municipal People's Government (legal guide quoting the article). Force majeure is an objective situation that cannot be foreseen, avoided, and overcome; no civil liability where civil obligations cannot be performed due to force majeure, unless otherwise provided by law.
- UN Convention on Contracts for the International Sale of Goods (CISG), Article 79: UNCITRAL (Chinese text, PDF). Impediment beyond control, no reasonable expectation to have taken it into account or to have avoided/overcome it, exemption only while the impediment exists, duty to notify, liability for damages caused by non-receipt, and conditions for third-party non-performance.
- Supreme People's Court Interpretation on the General Provisions of the Contract Part of the Civil Code, Articles 32 and 68: Supreme People's Court. Material price changes from policy adjustment or abnormal supply-demand, exclusions for actively traded commodities and risk-investment products, invalidity of advance exclusion of Article 533, and no deposit penalty where force majeure makes performance impossible.