THE REASONABLE CONTROL OF THE AFFECTED PARTY (AND IN
THE CASE OF BUYER, ITS EPC CONTRACTOR, AND IN THE CASE OF SELLER, ITS
SUBCONTRACTORS AND SUPPLIERS);
(II)
IS WITHOUT FAULT OR NEGLIGENCE ON THE PART OF THE AFFECTED PARTY
(AND IN THE CASE OF BUYER, ITS EPC CONTRACTOR, AND IN THE CASE OF SELLER, ITS
SUBCONTRACTORS AND SUPPLIERS);
(III)
COULD NOT HAVE BEEN AVOIDED OR OVERCOME BY THE AFFECTED PARTY
(AND IN THE CASE OF BUYER, ITS EPC CONTRACTOR, AND IN THE CASE OF SELLER, ITS
SUBCONTRACTOR AND SUPPLIERS) ACTING IN A REASONABLE AND PRUDENT MANNER; AND
(IV)
PREVENTS, HINDERS OR DELAYS THE AFFECTED PARTY IN ITS PERFORMANCE
OF ALL (OR PART) OF ITS OBLIGATIONS UNDER THIS CONTRACT.
(B.)
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, A FORCE MAJEURE
EVENT MAY INCLUDE ANY OF THE FOLLOWING ACTS, EVENTS OR CIRCUMSTANCES, OR
COMBINATION THEREOF, BUT ONLY TO THE EXTENT THAT IT SATISFIES THE REQUIREMENTS
SET OUR IN SECTION 19.1(A)(I) TO (IV):
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(I)
AN ACT OF GOD, INCLUDING DROUGHT, FIRE, EARTHQUAKE, VOLCANIC
ERUPTION, LANDSLIDE, FLOOD, STORM, HURRICANE, LIGHTING STRIKE, CYCLONE, TORNADO,
TYPHOON OR OTHER NATURAL DISASTERS;
(II)
EPIDEMIC OR PLAGUE;
(III)
FIRE, EXPLOSION OR RADIOACTIVE OR CHEMICAL CONTAMINATION;
(IV)
AIR CRASH, SHIPWRECK OR TRAIN CRASH;
(V)
ANY ACT, EVENT OR CIRCUMSTANCE OF A NATURE ANALOGOUS TO ANY OF THE
FOREGOING;
(VI)
WAR, HOSTILITIES, BELLIGERENCE, BLOCKADE, ACTS OF TERRORISM,
SABOTAGE, CIVIL COMMOTION, CIVIL DISTURBANCES, RIOT, REVOLUTION, OR
INSURRECTION; AND
(VII)
BOYCOTTS, STRIKES, LOCKOUTS AND OTHER LABOR DISTURBANCES.
(C.)
NOTWITHSTANDING SECTION 19.1(B), THE FOLLOWING SHALL NOT
CONSTITUTE FORCE MAJEURE EVENTS EXCEPT AND TO THE EXTENT THAT THEY RESULT
DIRECTLY FROM A FORCE MAJEURE EVENT:
(I)
LATE DELIVERY OR INTERRUPTION IN THE DELIVERY OF MACHINERY,
EQUIPMENT, MATERIALS AND SPARE PARTS;
(II)
ANY DELAY IN THE PERFORMANCE BY SELLER CAUSED BY SELLER'S OR ANY
SUPPLIER'S OR SUBCONTRACTOR'S FAILURE TO ENGAGE APPROPRIATELY QUALIFIED
SUPPLIER'S OR SUBCONTRACTORS OR PERSONNEL OR AN ADEQUATE NUMBER OF PERSONNEL FOR
THE PERFORMANCE OF THE RELEVANT TASKS; AND
(III)
ANY INABILITY OR FAILURE TO PAY MONEY, ANY INABILITY TO RAISE
FINANCE OR ANY CHANGES IN PRICE OR MARKET CONDITIONS.
(D.)
THE BURDEN OF PROOF AS TO WHETHER A FORCE MAJEURE EVENT HAS
OCCURRED SHALL BE UPON THE PARTY CLAIMING A FORCE MAJEURE EVENT.
(E.)
IF EITHER PARTY IS RENDERED WHOLLY OR PARTIALLY UNABLE TO PERFORM
ITS OBLIGATIONS UNDER THIS AGREEMENT BECAUSE OF A FORCE MAJEURE EVENT, THAT
PARTY (THE "AFFECTED PARTY") WILL BE EXCUSED FROM WHATEVER PERFORMANCE IS
AFFECTED BY THE FORCE MAJEURE EVENT TO THE EXTENT SO AFFECTED; PROVIDED THAT:
(I)
THE AFFECTED PARTY GIVES THE OTHER PARTY NOTICE WITHIN FIVE
(5) DAYS FROM THE TIME OF THE OCCURRENCE DESCRIBING THE PARTICULARS OF THE
OCCURRENCE, INCLUDING AN ESTIMATION OF ITS EXPECTED DURATION AND PROBABLE IMPACT
ON THE PERFORMANCE OF SUCH PARTY'S OBLIGATIONS HEREUNDER, AND CONTINUES TO
FURNISH TIMELY REGULAR REPORTS WITH RESPECT THERETO DURING THE CONTINUATION OF
THE FORCE MAJEURE EVENT;
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(II)
THE SUSPENSION OF PERFORMANCE SHALL BE OF NO GREATER SCOPE AND OF
NO LONGER DURATION THAN