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Under Article 156 of the Civil Code 2015, a force majeure event must satisfy three conditions: it occurs objectively; it could not be foreseen; and it cannot be remedied despite applying all necessary measures and possibilities.
Article 420 of the Civil Code 2015 further states that a “fundamental change of circumstances” is recognized only when five conditions are met: the change arises due to objective reasons after the contract was concluded; at the time of contracting, the parties could not foresee the change; the change is so substantial that, had the parties known, the contract would not have been concluded or would have been concluded with wholly different terms; continuing performance without adjustment would cause serious damage to one party; and the affected party—having the benefit—has applied all necessary measures within what is possible, in proportion to the contract’s nature, and cannot prevent or reduce the impact to its interests.
Clause 1 of Article 13 of Construction Law No. 135/2025/QH15 defines force majeure in construction activities to include natural disasters and environmental disasters; fire and epidemics; emergencies in national security, public order and defense; strikes, work stoppages, embargoes and blockades; activities related to relic discovery or archaeology; and other cases under law.
Clause 2 of Article 13 defines fundamental changes in construction activities to include cases where the State changes policies or laws, unusual geotechnical conditions not foreseen, and other cases under law.
Construction Law No. 135/2025/QH15 also includes transitional rules. Clause 7 of Article 95 (effective from 1 July 2026) provides that contracts signed before 1 July 2026 will be governed by Construction Law No. 50/2014/QH13, and the provisions under the new Law will be applied for force majeure and fundamental changes of circumstances.
Regarding contract adjustments, the Ministry notes that lump-sum and fixed-price contracts may only be adjusted for price in cases of force majeure as defined by Construction Law 2014 as amended by Law No. 62/2020/QH14, and relevant implementing decrees, including Decree No. 37/2015/ND-CP (Article 15, Article 36) and Decree No. 50/2021/ND-CP (Paragraph 12, Article 1).
Construction contracts may be amended when implementation conditions have undergone a fundamental change as defined in the 2023 Procurement Law amended by Law No. 90/2025/QH15 (Article 70) and the Civil Code 2015 (Article 420).
The adjustment of unit prices and contract prices is regulated in Article 38 of Decree No. 37/2025/ND-CP as amended by Paragraph 14, Article 1 of Decree No. 50/2021/ND-CP. Under this framework, the parties must specifically agree on: the cases in which unit price and contract price may be adjusted; the procedures, scope, method and basis for price adjustment; and a price adjustment method that is compatible with the contract type and the nature of the work in the construction contract.
Contract modification in force majeure or fundamental change cases is also addressed in point d, clause 2 of Article 84 of Construction Law No. 135/2025/QH15 (2025), including changes to contract type and price adjustment.
Based on recent fluctuations in fuel prices and construction material prices, the Ministry proposes that project owners discuss with contractors to analyze and assess the impact of price fluctuations on the conditions, characteristics and specific work of each contract.
The Ministry also recommends comparing the situation with the legal provisions on force majeure and fundamental changes of circumstances to determine whether the event qualifies and to decide on application and responsibility for contract modification under the regulations.
In addition, the Ministry highlights the need to carefully study the extent of fluctuations in gasoline, oil and construction materials to select appropriate price adjustment methods, input data databases, the scope of adjustment, adjustment factors, and related elements, so contracts can be signed or modified accordingly.
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