Force majeure and changed circumstances: what to do in the first ten days comes down to three tasks, done in this order: check the notice clause and its deadline before doing anything else, document the disrupting event while it is still happening, and decide whether to suspend, adapt, or continue performance based on the contract's actual wording rather than on a general sense that something has gone wrong through no one's fault.
Who this concerns
This concerns any party to a commercial contract who has just been told, or has just discovered, that performance is blocked, delayed, or made substantially more burdensome by an event outside its control: an export restriction, a shipping route closure, a supplier's own force majeure notice further up the chain, a sanctions listing affecting a counterparty, or a sudden shift in input cost that the contract's price mechanism never anticipated. It applies equally to the party invoking the event and the party receiving the notice, because both are now working against a clock neither chose. For the wider set of contract risk questions this sits inside, see the contracts and transactions practice overview.
It concerns cross-border arrangements most acutely. Where the counterparty, the goods, or the place of performance sits outside Sweden, the disrupting event typically originates in a jurisdiction neither side fully controls, and the governing law question, which law actually decides whether the excuse holds, often has to be settled before the substantive analysis can even begin.
What the law says
Swedish contract law does not contain a single, codified force majeure regime that applies automatically to every agreement. What exists is a layered picture. First, the specific clause the parties negotiated, if there is one. Second, general contract law principles on impossibility and risk allocation, which fill the gap where the clause is silent or ambiguous. Third, for cross-border sale of goods contracts, the international sales convention that governs unless the parties have excluded it. Under Swedish law as it currently stands, the default position is that a party remains bound to perform, and an excuse based on force majeure or changed circumstances has to be established on the facts, not assumed from the fact that something difficult happened.
Where the contract has its own force majeure clause, that clause governs first, and its wording on the notice deadline, the list of qualifying events, and the stated consequence of invoking it, whether that is suspension, price adjustment, or a right to terminate, takes precedence over general doctrine. Where no clause exists, or the clause does not cover the event in question, general principles apply, and they set a considerably higher bar than most commercial parties expect. Increased cost, on its own, is very rarely enough.
A separate and frequently confused question is whether changed circumstances justify adjusting the contract rather than excusing performance altogether. That rests on a distinct legal basis, assessed on its own terms, and it does not follow automatically just because the same event also happens to qualify as force majeure under the clause.
How it works in practice
Day 1: fix what actually happened, and when
Write down, on the day it becomes clear, exactly what the disrupting event is, when it started, and which specific obligations it affects. This sounds obvious and is skipped constantly, because the event is usually confirmed gradually, a supplier email, then a news report, then an official notice, and by the time someone sits down to write the timeline, the early details have already blurred.
Day 1-2: read the clause before reacting to the event
Before sending anything, find the force majeure or hardship clause in the contract and read what it actually requires: the list of qualifying events, whether the event in question is on that list or close enough to arguably fall within it, the notice period, the required form of notice, and what happens if the deadline is missed. Clauses vary enormously between a narrow list of named events and a broad catchall; the answer to "does this qualify" depends entirely on the specific wording, not on how serious the disruption feels.
Day 2-4: send notice in the form the contract requires
If the clause requires written notice to a specific address or a specific individual, send it that way, not by whatever channel is most convenient. A notice sent to the wrong recipient, or sent informally when the clause requires a formal method, can be treated as no notice at all regardless of whether the other side saw it.
Day 3-6: build the record while the event is still live
Collect shipping documents, supplier notices, government orders, correspondence with the counterparty, and internal records of the decisions made and why, while the event is still unfolding. A record assembled months later, after the dispute has already crystallised, is inherently weaker than one built in real time, because it looks constructed for the argument rather than kept as a matter of course.
Day 5-8: work out what mitigation is expected
Most force majeure clauses, and general contract law behind them, expect the affected party to take reasonable steps to reduce the impact: sourcing an alternative supplier, adjusting the delivery route, or accepting a partial performance where full performance is impossible. Failing to attempt available mitigation is one of the most common ways an otherwise valid excuse is later undermined.
Day 7-10: decide the position
By day ten, the party invoking the event needs a settled position: suspend performance for a defined period, propose an adjustment to price or timing, or move toward termination if the disruption is severe and likely to persist. This decision should follow from what the clause actually permits and what the record actually shows, not from which option feels least confrontational. If the disruption is severe enough that ending the relationship, rather than pausing it, becomes the live question, the analysis is closer to terminating distribution and agency agreements than to a straightforward force majeure notice.
The foreign element: counterparty, goods, or performance outside Sweden
Where the counterparty invoking force majeure is a foreign entity, three questions need answering before the notice is taken at face value: which law actually governs the contract, whether the counterparty's own domestic law or an emergency measure in its home jurisdiction is doing the real work behind the claimed excuse, and who actually controls the entity making the claim. That last point matters more than it looks: a force majeure notice issued by a subsidiary of a larger group, or by an entity whose real controller is not who the contract names, changes how the notice should be assessed. Confirming who ultimately stands behind a counterparty starts with checking its ultimate beneficial owner, particularly where the notice arrives from a group entity that has not previously been the direct contracting party.
What to check before day ten
- Whether the contract's force majeure clause lists specific events or uses a broad, open formulation, and where the current event falls on that spectrum.
- The exact notice deadline stated in the clause, counted from the date the event became known, not from the date it started.
- The required form and recipient of notice, and whether the contract specifies a particular method.
- Whether the price or cost mechanism in the contract already allocates the type of risk now materialising, which can defeat a force majeure argument even where the event itself is genuine.
- Whether the counterparty invoking the event is the entity named in the contract, or a related entity acting on its behalf, and if the notice was authorised by a validly constituted decision on their side, a question that echoes the checks used around board resolutions and their invalidity.
- Whether reasonable mitigation steps are available and have actually been attempted or at least considered and documented.
- Whether the disruption is temporary, in which case suspension is the natural remedy, or effectively permanent, in which case termination becomes the relevant question instead.
Frequently asked questions
Does force majeure automatically suspend payment obligations?
No. A force majeure clause typically excuses the specific performance the event prevents, most often delivery or a service obligation, but payment obligations that are unaffected by the event usually continue unless the clause expressly extends to them. Whether a payment obligation is genuinely affected, rather than merely inconvenient, depends on the wording of the clause and the structure of the underlying transaction.
What happens if the contract has no force majeure clause?
Absent a clause, the party seeking an excuse has to rely on general contract law principles governing impossibility and risk allocation, which set a higher bar than most negotiated clauses do. Mere hardship or increased cost is very unlikely to succeed on its own; the position generally needs to show that performance has become genuinely impossible, not just significantly harder or more expensive.
How long can a party rely on changed circumstances before it must resume performance or terminate?
There is no fixed period that applies across all contracts. The answer depends on what the clause itself provides for continuing or repeated invocation, whether the disrupting event is genuinely temporary or has become effectively permanent, and whether continued suspension without a decision starts to look like an attempt to avoid the contract altogether rather than a response to a real ongoing obstacle.
The numbers
No universal deadline exists in Swedish law for giving force majeure notice; the deadline is whatever the contract's own clause specifies, and clauses vary widely, from a matter of days to a requirement of notice within a reasonable time. Where the contract sets a fixed deadline and it is missed, the consequence is typically binary rather than proportionate: the right to rely on the clause lapses regardless of how genuine the underlying event was.
There is no fixed monetary or percentage threshold at which increased cost converts an ordinary commercial risk into a valid excuse for non-performance. Cost increase is one factor among several, alongside foreseeability, whether the price mechanism already allocated that specific risk, and whether performance became impossible rather than merely more expensive.
The cost of handling a force majeure position competently is not fixed either. It depends on how much of the ten-day window remains when the analysis starts, how many jurisdictions and languages are involved, and how much of the underlying record, shipping documents, notices, correspondence, already exists versus needing to be reconstructed after the fact.
Where it usually goes wrong
The most common failure is treating force majeure as self-executing: a party simply stops performing when the event occurs, without sending the notice the clause requires, and only discovers weeks later that the right to rely on the clause has already lapsed for want of timely notice.
The second is assuming that any serious disruption qualifies. Clauses with a closed list of named events do not stretch to cover an unlisted difficulty just because the difficulty is real and significant.
The third is conflating force majeure with ordinary commercial hardship. A price spike that makes a contract less profitable is not the same as an event that makes performance impossible, and courts and tribunals treat the two very differently even where the underlying cause overlaps.
The fourth is continuing to perform "as a gesture of goodwill" without preserving the position in writing. Continued performance after invoking force majeure can be read as an election to keep the contract alive on its original terms, undermining the very excuse just claimed.
The fifth is assuming a force majeure notice received from one's own supplier passes straight down the chain. Whether it does depends on whether the disrupting event also independently satisfies the force majeure test under the receiving party's own contract, not on the fact that someone upstream has already invoked one.
The clause stops protecting a party the moment reasonable mitigation was available and was not attempted, and it stops protecting a party entirely once the underlying event has genuinely ended, even if performance remains inconvenient for other reasons.
What to do next
The ten-day window is where a position is either preserved or lost; what happens afterwards is largely a function of what was done, or not done, within it. Where the work moves from checking the clause to weighing whether the position actually holds against the likely counter-arguments, and against how the contract's own price and cost provisions allocate the underlying risk, is where self-directed analysis reaches its limit. That weighing exercise overlaps closely with how due diligence findings change price and cost in a related transaction, because both start from the same question: who actually bears this risk under the contract as written.
Lodline reviews the notice already sent, or drafts the one still needed, against the actual clause and the record assembled so far, and sets out where the position is strong, where it is exposed, and what would close the gap before the window closes. Contact the contracts and transactions team to have the notice and the underlying record assessed while there is still time to act on the answer.