Force Majeure shall mean extraordinary circumstances arising after the signing of the agree- ments and being outside the control of the party in question provided that such party has ex- ercised due care as required within the oil and gas industry and that such circumstances could not reasonably be overcome.
Without prejudice to the foregoing, the following circumstances shall always be regarded as Force Majeure:
Emergency, extraordinary natural forces (including landslide, lightning, earthquake, extraordi- nary storms, tidal waves, floods and flood erosion), lack of the necessary permits for construc- tion or operation, measures taken by any government authority or other public authority or representative of such, whether the measures are valid or not, decisions made by a competent court, anti-social acts, wars, blockades, insurrections, disturbances, malicious damage, epi- demics, quarantine provisions, fires, civil or military unrest, explosions, collapse of or damage to platforms, machines or pipelines and ancillary installations, freezing or hydrate formation in wells, valves and pipelines, failure of gas or oil wells, failure of storage facilities, failure or de- lay on the part of Shippers, delay on the part of sub-contractors, delayed delivery of plant and equipment, the dangers involved in sailing and navigation, impossibility of providing necessary manpower, machines, supplies, materials or subcontractors, IT failure and labour disputes (strikes, lockouts and any similar unrest on the labour market). Labour disputes shall be set- tled at the sole discretion of the party involved in the dispute.
Lack of funds is not Force Majeure.
15.2 General consequences of Force Majeure
If a party is unable either in full or in part to fulfil its obligations under one or more of the agreements due to Force Majeure, fulfilment of the obligations resting on the party in question under the relevant agreement(s) shall be suspended for as long as and to the extent that the impediment exists provided that the party affected promptly notifies the other parties of such Force Majeure by telephone, telefax or email and at the same time or within a reasonable peri- od of time reports in writing on the specific details and the expected duration of the Force Majeure situation.
If, in consequence of a Force Majeure event, a party is only able to fulfil its obligations at dis- proportionately high costs, such party shall be regarded as being unable to fulfil its obligations in full or in part.
The party claiming Force Majeure shall seek to overcome the impediment to the fulfilment of its obligations and resume the fulfilment of such obligations as soon as can reasonably be de- manded provided that this can be done without incurring disproportionately high costs.
15.3 Information
In the event of Force Majeure (including Emergency), Energinet.dk shall inform the relevant Players of the situation and of how and to what extent the supply of Natural Gas will be affect-
ed. Energinet.dk shall use its best efforts to give Shippers at least one Hour’s prior warning of an interruption or reduction of the supply.
Shippers affected by Force Majeure shall in pursuance of clause 15.2 promptly notify Ener- ginet.dk of such event by telephone, telefax of email and at the same time or within a reason- able period of time report in writing on the specific details and the expected duration of the Force Majeure situation.
15.4 Energinet.dk’s obligations during a Force Majeure situation
In a Force Majeure situation where the Natural Gas is not being redelivered by Energinet.dk, Energinet.dk shall continue to fulfil its payment obligations according to clause 18.2 h) as long as the Shipper delivers Natural Gas to Energinet.dk.
15.5 Energinet.dk’s Force Majeure
The Shipper shall continue to fulfil its obligations pursuant to clauses 18 and 19 as long as En- erginet.dk ensures deliveries to the Shipper in a Force Majeure situation.
If Energinet.dk is unable to fulfil its obligations in accordance with a given Capacity Agreement due to Force Majeure, the Capacity Charge payable by the Shipper with regard to such Capaci- ty shall be reduced correspondingly for such period. The Shipper's obligation to pay fees or charges in accordance with clause 17.2 a) - d) shall be suspended.
15.6 The Shipper’s Force Majeure
The Shipper’s obligation to pay fees or charges in accordance with clause 17.2 a) - d) shall be suspended:
a) if, as a consequence of Force Majeure, the Shipper is unable to offtake the quantities re- delivered under the relevant Capacity Agreement for a period of time and the Shipper or its Counterparty at the Entry Point is unable to cease the deliveries at the Entry Point in the same period; or
b) if, for a period of time, as a consequence of Force Majeure, the Shipper or its Counter- party at the Entry Point is unable to deliver the Natural Gas quantities stipulated in the Capacity Agreement, and the Shipper is unable to cease the offtake in the same period.
15.7 Extended Force Majeure
If Force Majeure or repeated Force Majeure situations are expected to impede in full or in part the fulfilment of a party’s obligations for a period of more than 60 Business Days, the parties shall seek a negotiated solution acceptable to the parties. If the parties are unable to agree on a solution within 30 Business Days after a request has been made for a negotiated solution, the party or parties having claimed Force Majeure are entitled to terminate the agreements af- fected by the Force Majeure situation.