Learn how Force Majeure clauses operate in Turkish energy contracts. This 2026 legal guide explains force majeure events, EPC contracts, PPAs, EMRA regulations, project finance, renewable energy projects, notification obligations, termination rights, and practical drafting tips for foreign investors.

Force Majeure provisions are among the most heavily negotiated clauses in Turkish energy contracts. Renewable energy projects involve long development periods, significant capital investment, complex regulatory approvals, international supply chains, project financing, and long-term commercial commitments. Even a short interruption caused by unforeseen events may result in substantial financial losses, construction delays, contractual penalties, or financing defaults.

For foreign investors developing solar power plants (GES), wind farms (RES), hydroelectric plants (HES), geothermal facilities (JES), battery energy storage systems (BESS), hydrogen projects, natural gas power plants, transmission infrastructure, or EV charging networks, a carefully drafted Force Majeure clause is essential for protecting the investment.

Although the Turkish Code of Obligations recognizes the legal consequences of impossibility and extraordinary events, Turkish law does not contain a universal statutory definition of “Force Majeure.” Consequently, the wording of the contract often determines whether a party is excused from performance, whether deadlines are extended, and whether termination rights arise.

This 2026 Updated Legal Guide explains how Force Majeure clauses operate in Turkish energy contracts and identifies the provisions every foreign investor should negotiate before signing.

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What Is Force Majeure?

Force Majeure generally refers to an extraordinary event that:

• Is beyond the reasonable control of the affected party.
• Could not reasonably have been anticipated when the contract was signed.
• Cannot be avoided or overcome through reasonable efforts.
• Prevents or substantially delays contractual performance.

A Force Majeure clause does not automatically excuse all contractual obligations. Whether relief is available depends primarily on the contract language, the nature of the event, and its direct impact on contractual performance.

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Why Force Majeure Clauses Are Critical in Energy Projects

Energy investments typically involve:

• Multi-million-dollar construction costs.
• Long-term financing.
• International equipment suppliers.
• Grid connection obligations.
• EMRA licensing.
• Environmental permits.
• EPC contractors.
• Operation and maintenance providers.
• Long-term Power Purchase Agreements (PPAs).

A single unexpected event may delay the Commercial Operation Date (COD), trigger liquidated damages, disrupt electricity production, or affect debt repayment obligations.

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Contracts Where Force Majeure Is Essential

Force Majeure provisions should be carefully negotiated in:

• EPC Contracts.
• Power Purchase Agreements (PPAs).
• Engineering Agreements.
• Turbine Supply Agreements.
• Solar Module Supply Contracts.
• Battery Supply Agreements.
• Operation & Maintenance (O&M) Agreements.
• Grid Connection Agreements.
• Joint Venture Agreements.
• Shareholders’ Agreements.
• Project Finance Documents.
• Equipment Transportation Contracts.
• Construction Contracts.

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Typical Force Majeure Events

Most Turkish energy contracts include:

• Earthquakes.
• Floods.
• Landslides.
• Wildfires.
• Hurricanes.
• Extreme storms.
• Lightning damage.
• Volcanic activity.
• Pandemic outbreaks.
• Epidemics.
• Government embargoes.
• War.
• Armed conflict.
• Terrorist attacks.
• Civil unrest.
• National strikes.
• Port closures.
• International sanctions.
• Export restrictions.
• Import bans.
• Grid collapse.
• Nationwide blackouts.
• Cyberattacks affecting critical infrastructure.

The definition should be exhaustive enough to reduce uncertainty while preserving flexibility for genuinely unforeseeable events.

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Events That Usually Do Not Constitute Force Majeure

Unless expressly agreed otherwise, the following generally should not qualify:

• Lack of financing.
• Market price fluctuations.
• Inflation.
• Exchange-rate volatility.
• Contractor insolvency.
• Equipment price increases.
• Ordinary supplier delays.
• Labor shortages.
• Poor project management.
• Predictable seasonal weather.
• Failure to obtain internal approvals.
• Cash-flow difficulties.

Foreign investors should ensure that ordinary commercial risks are not incorrectly characterized as Force Majeure.

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1. Definition of Force Majeure

The clause should clearly define:

• Qualifying events.
• Excluded events.
• Degree of impact required.
• Temporary impossibility.
• Permanent impossibility.
• Partial performance.

Ambiguous definitions are among the leading causes of energy-sector disputes.

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2. Notification Requirements

Every Force Majeure clause should specify:

• Notice period.
• Form of notice.
• Required supporting documents.
• Ongoing reporting obligations.
• Updates during the event.
• End-of-event notification.

Late notice may result in the loss of contractual protection.

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3. Duty to Mitigate

The affected party should be required to:

• Minimize losses.
• Seek alternative suppliers.
• Protect project assets.
• Resume performance as soon as reasonably possible.
• Cooperate with counterparties.
• Preserve evidence.

Failure to mitigate may reduce available contractual relief.

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4. Suspension of Obligations

The agreement should determine:

• Which obligations are suspended.
• Which obligations continue.
• Payment obligations.
• Confidentiality obligations.
• Insurance obligations.
• Regulatory reporting.

Not every contractual duty should automatically be suspended.

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5. Extension of Time

Construction contracts should specify:

• Extension procedures.
• Additional completion periods.
• Revised milestone dates.
• Commercial Operation Date adjustments.
• Delay calculations.

This provision is particularly important in EPC Contracts.

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6. Payment Obligations

The contract should clarify:

• Whether payment obligations continue.
• Treatment of milestone payments.
• Progress payments.
• Advance payments.
• Retention amounts.

Financial obligations are often treated differently from performance obligations.

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7. Force Majeure in EPC Contracts

Construction agreements should allocate responsibility for:

• Construction delays.
• Equipment delivery.
• Foundation works.
• Turbine installation.
• Grid connection.
• Testing.
• Commissioning.

The EPC contractor’s relief should correspond to the actual impact of the Force Majeure event.

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8. Force Majeure in Power Purchase Agreements

PPAs should address:

• Delivery interruptions.
• Reduced electricity production.
• Curtailment.
• Scheduled maintenance.
• Force Majeure compensation.
• Resumption of supply.

Buyers and sellers often negotiate different approaches depending on the pricing structure.

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9. Force Majeure and EMRA Compliance

Energy projects remain subject to regulatory obligations even during extraordinary events.

The contract should allocate responsibility for:

• EMRA notifications.
• License compliance.
• Administrative correspondence.
• Regulatory reporting.
• Extension requests.
• Permit renewals.

Failure to communicate with regulatory authorities may create additional legal exposure.

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10. Grid Connection Interruptions

The agreement should distinguish between:

• Grid operator failures.
• Transmission outages.
• Distribution interruptions.
• Emergency shutdowns.
• Planned maintenance.
• Third-party damage.

Grid-related interruptions should not automatically be treated as Force Majeure without careful analysis.

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11. Supply Chain Disruptions

International renewable energy projects frequently depend on imported:

• Wind turbines.
• Solar modules.
• Inverters.
• Transformers.
• Battery systems.
• Switchgear.
• Control systems.

The agreement should determine whether global supply-chain disruptions qualify as Force Majeure or remain a contractor risk.

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12. Insurance Obligations

The parties should review:

• Property insurance.
• Delay in Start-Up (DSU) insurance.
• Business interruption insurance.
• Cargo insurance.
• Environmental liability insurance.
• Construction All Risk (CAR) insurance.

Insurance provisions should align with Force Majeure allocations.

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13. Project Finance Considerations

Lenders frequently require:

• Immediate notification.
• Detailed impact analysis.
• Updated construction schedules.
• Revised financial models.
• Insurance claims.
• Independent engineer reports.

Failure to comply with financing documents may constitute a separate default.

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14. Long-Term Force Majeure

The agreement should define:

• Maximum suspension period.
• Review procedures.
• Renegotiation rights.
• Termination triggers.
• Compensation mechanisms.

Long-term projects require clear exit procedures if performance becomes impossible.

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15. Termination Rights

The contract should specify:

• Minimum Force Majeure duration.
• Notice requirements.
• Settlement procedures.
• Outstanding payments.
• Ownership of completed works.
• Equipment removal.
• Security release.

Termination should be the last resort.

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16. Change in Law vs. Force Majeure

These clauses should remain separate.

Change in Law generally concerns:

• New legislation.
• Tax amendments.
• Regulatory reforms.
• EMRA decisions.

Force Majeure concerns extraordinary external events that prevent performance.

Confusing these concepts frequently results in contractual disputes.

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17. Evidence Requirements

The affected party should preserve:

• Government announcements.
• Meteorological reports.
• Expert reports.
• Engineering assessments.
• Photographs.
• Site inspection records.
• Supply-chain correspondence.
• Insurance notifications.

Proper documentation strengthens future claims.

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18. Dispute Resolution

If the parties disagree regarding the existence or consequences of Force Majeure, disputes are commonly resolved through:

• Negotiation.
• Mediation.
• Expert determination.
• ICC Arbitration.
• ISTAC Arbitration.
• LCIA Arbitration.
• Turkish Commercial Courts (where applicable).

International energy projects often favor arbitration due to confidentiality and cross-border enforceability.

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Top 25 Clauses Every Force Majeure Provision Should Include

1. Definition of Force Majeure.
2. Qualifying events.
3. Excluded events.
4. Notice requirements.
5. Supporting documentation.
6. Mitigation obligations.
7. Suspension of obligations.
8. Extension of time.
9. Payment obligations.
10. Construction delays.
11. Grid interruptions.
12. Supply-chain disruptions.
13. Regulatory compliance.
14. EMRA notifications.
15. Insurance obligations.
16. Lender notifications.
17. Resumption procedures.
18. Long-term Force Majeure.
19. Termination rights.
20. Compensation rules.
21. Governing law.
22. Dispute resolution.
23. Confidentiality.
24. Survival clauses.
25. Entire agreement.

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Common Drafting Mistakes

Foreign investors frequently:

• Use generic Force Majeure clauses.
• Fail to distinguish Force Majeure from Change in Law.
• Ignore lender requirements.
• Omit notification deadlines.
• Forget mitigation obligations.
• Ignore EMRA reporting requirements.
• Overlook supply-chain risks.
• Fail to coordinate insurance provisions.
• Use vague definitions.
• Ignore project-specific technical risks.

These drafting errors often become significant issues during project delays or disputes.

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Best Practices Before Signing

Before executing an energy contract:

• Review all Force Majeure provisions.
• Align the clause with project financing documents.
• Verify consistency with insurance policies.
• Coordinate EPC, PPA, O&M, and supply agreements.
• Define notification procedures clearly.
• Allocate regulatory responsibilities.
• Obtain specialist Turkish legal advice.

A carefully drafted Force Majeure clause can substantially reduce the financial impact of unforeseen events.

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Why Professional Legal Assistance Is Essential

Negotiating Force Majeure provisions requires expertise in:

• Turkish Code of Obligations.
• Turkish Commercial Code.
• Electricity Market Law.
• EMRA regulations.
• Project finance.
• Construction law.
• Renewable energy law.
• International arbitration.

An experienced Turkish energy lawyer can:

• Draft project-specific Force Majeure clauses.
• Coordinate risk allocation across related contracts.
• Negotiate with EPC contractors and electricity purchasers.
• Review financing requirements.
• Ensure regulatory compliance.
• Advise on insurance coordination.
• Represent clients in arbitration and commercial litigation.

Early legal planning helps foreign investors protect project value while minimizing contractual and regulatory risks.

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Frequently Asked Questions

1. What is Force Majeure in Turkish energy contracts?

Force Majeure refers to extraordinary events beyond the reasonable control of the affected party that prevent or significantly delay contractual performance. Whether relief is available depends primarily on the wording of the contract and the specific circumstances.

2. Does Turkish law provide a statutory definition of Force Majeure?

Turkish legislation does not provide a single comprehensive definition applicable to all contracts. Instead, the legal consequences are assessed under general principles of Turkish contract law together with the contractual Force Majeure provisions agreed by the parties.

3. Does a Force Majeure event automatically terminate an energy contract?

No. Most agreements initially suspend performance. Termination generally becomes available only if the Force Majeure event continues beyond a specified period or makes performance permanently impossible.

4. Are supply-chain disruptions always considered Force Majeure?

Not necessarily. Whether a supply-chain interruption qualifies depends on the contract wording, the cause of the disruption, and whether the affected party could reasonably avoid or mitigate its effects.

5. What is the difference between Force Majeure and Change in Law?

Force Majeure concerns extraordinary external events preventing performance, whereas a Change in Law clause addresses the consequences of legislative, regulatory, or administrative changes affecting the parties’ contractual rights or obligations.

6. Should EPC and PPA agreements contain identical Force Majeure clauses?

Not necessarily. Although the provisions should be commercially consistent, each contract allocates different risks and should be tailored to the specific obligations of the parties.

7. How important are notification requirements?

They are critical. Many contracts require prompt written notice and supporting evidence. Failure to comply with these procedural requirements may result in the loss of contractual relief.

8. Why should foreign investors hire a Turkish energy lawyer?

A Turkish energy lawyer can draft and negotiate Force Majeure provisions, coordinate risk allocation across EPC, PPA, financing, and supply agreements, ensure compliance with Turkish energy legislation and EMRA requirements, advise on insurance and lender obligations, and represent investors in arbitration or litigation arising from Force Majeure disputes.

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Force Majeure clauses are among the most important risk-allocation mechanisms in energy projects. Proper drafting helps protect construction schedules, project financing, regulatory compliance, and long-term commercial relationships when extraordinary events occur.

Fırat Fesih Kaya and our legal team advise foreign investors, renewable energy developers, infrastructure funds, EPC contractors, multinational corporations, lenders, independent power producers, and institutional investors on Force Majeure provisions, energy contracts, Power Purchase Agreements (PPAs), EPC Contracts, project finance, EMRA compliance, international arbitration, and all aspects of Turkish energy and commercial law.

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