Warehousing contract

What it means

A warehousing contract is a commercial contract under which a warehouse operator undertakes to take the depositor's goods into storage, look after them and release them on request, while the depositor undertakes to pay a storage fee. The Commercial Code regulates it as a named contract type, so some rules apply even when the parties do not write them into the text.

It differs from ordinary custody in that it is a business activity: the operator runs the warehouse as its trade and cares for the goods professionally. The contract is used to store merchandise, raw materials, finished goods and seasonal stock, often as part of a broader third-party logistics service.

The depositor remains the owner of the stored goods. For its accounts, this means goods in someone else's warehouse still form part of its inventory and must appear in its stock records, even though they are not physically on its own premises.

How it works in practice

The contract should specify the type and quantity of goods, storage conditions such as temperature or humidity, how goods are received and released, confirmation of movements with delivery notes, and the storage fee. For larger volumes, the parties also agree how stock levels are reported and whether the depositor gets access to the operator's system.

The operator is liable for loss, destruction or damage to goods it has accepted unless it proves it could not have prevented the damage even with professional care. The parties usually address insurance of the goods as well: who takes it out, for what amount, and whether it covers supply interruption. Without a clear agreement, compensation can become a dispute.

For accounting purposes, goods held by a third party need a physical count at the reporting date, or at least a stock confirmation from the operator compared against the stock records. The storage fee is an ordinary expense, and if the operator also ships goods to customers, the place of supply for VAT must be determined correctly.

What to watch out for

Storing goods in another EU country can trigger an obligation to register for VAT there, for example when moving one's own goods to a foreign warehouse. The call-off stock arrangement may be an exception, but it has strict conditions and requires precise records.

The operator has a statutory lien over the stored goods to secure the storage fee. If the depositor does not pay, the operator can retain the goods and, under certain conditions, even sell them. Before signing, it is wise to understand the consequences of late payment and agree notice periods that allow goods to be moved in time.