This clause designates plastic-free requirements as a force-majeure event or excuses performance based on the inability to meet plastic-free standards. Force-majeure clauses typically excuse a party from performance when unforeseen, uncontrollable events occur (earthquakes, wars, pandemics). Classifying a plastic-free requirement as force-majeure is unusual and problematic because it suggests that complying with plastic-free standards is an extraordinary circumstance beyond a party's reasonable control, rather than a standard contractual obligation.
This clause is dangerous because it creates ambiguity about whether plastic-free requirements are actually binding. If a party cannot source plastic-free alternatives, they may claim force-majeure protection and avoid liability for non-compliance. This undermines the enforceability of sustainability commitments and creates a loophole that allows parties to escape obligations whenever plastic-free compliance becomes inconvenient or expensive. The clause essentially converts a mandatory requirement into an optional aspiration.
Do not accept this clause as written. If plastic-free requirements are genuinely important to the contract, they should be stated as absolute obligations in the main contract terms, not buried in force-majeure provisions. If you believe plastic-free compliance may be genuinely impossible in some scenarios, negotiate a separate "Impossibility of Performance" section that specifically addresses plastic-free sourcing challenges, with defined triggers (e.g., "if no plastic-free alternative exists in the market at a cost not exceeding 20% of current packaging costs"). Alternatively, replace the plastic-free requirement with a "best efforts" or "commercially reasonable efforts" standard that doesn't rely on force-majeure language. Clarify that force-majeure applies only to truly unforeseeable events, not to foreseeable supply chain or sourcing challenges.
Frequently Asked Questions
What does this clause mean in simple terms?
This clause designates plastic-free requirements as a force-majeure event or excuses performance based on the inability to meet plastic-free standards.
Why should I care about this clause?
Force-majeure clauses typically excuse a party from performance when unforeseen, uncontrollable events occur (earthquakes, wars, pandemics).
What are my options?
Classifying a plastic-free requirement as force-majeure is unusual and problematic because it suggests that complying with plastic-free standards is an extraordinary circumstance beyond a party's reasonable control, rather than a standard contractual obligation.
How does this affect small businesses?
This clause is dangerous because it creates ambiguity about whether plastic-free requirements are actually binding.