How to Draft a Warehousing Agreement (2026 Template and Clauses)

A warehousing agreement is the contract under which one party (the warehouse keeper or storage provider) stores and handles another party's goods (the depositor or customer) at a facility, in exchange for charges. It sits at the heart of modern supply chains: finished goods, raw materials, bonded stock, cold chain and e-commerce fulfilment all depend on it. The agreement matters because the warehouse keeper takes physical possession of goods it does not own, which in law makes it a bailee, with duties to take reasonable care and to return the goods. This guide explains what a warehousing agreement must cover, the law of bailment that underlies it, the clauses that cause the most disputes, and a usable drafting skeleton. It is general information and not legal advice; warehousing can be regulated (for example warehouses issuing negotiable warehouse receipts), so confirm the local position before relying on any clause. ## What is a warehousing agreement, and how does bailment affect it? Use a warehousing agreement when you store goods with a third party on an ongoing basis, whether for simple storage or for full fulfilment (receiving, putaway, pick, pack and dispatch). The legal foundation is bailment. When a warehouse keeper takes possession of goods it does not own, it becomes a bailee and owes the depositor a duty to take reasonable care of the goods and to deliver them back or deal with them as instructed. In India this is set out in the Indian Contract Act 1872 (sections 148 onwards). Similar bailment and warehousing concepts exist across common law jurisdictions, and in the United States warehousing is dealt with under Article 7 of the Uniform Commercial Code. A warehousing agreement adjusts and supplements these default duties; it does not replace the underlying law, and in many places the keeper cannot contract out of liability for its own gross negligence. Note also that regulated warehousing exists. In India, warehouses that issue negotiable warehouse receipts are regulated under the Warehousing (Development and Regulation) Act 2007 by the WDRA, and customs bonded warehouses have their own rules. Identify whether your warehouse is regulated before drafting. ## What clauses must a warehousing agreement contain? A strong warehousing agreement covers the following. ### Parties, term and the facility Identify the parties, set the term and renewal, and describe the facility and the space or capacity committed (dedicated space, shared space, or a throughput based arrangement). ### Scope of services State what the keeper does: receiving and inspection, putaway, storage conditions (ambient, chilled, frozen, hazardous), inventory management, pick and pack, dispatch, returns and any value added services. Attach a detailed scope as a schedule. ### Goods, storage conditions and restrictions Describe the goods to be stored, any special handling or temperature requirements, and excluded or restricted goods (hazardous, perishable, high value). Require the depositor to disclose the nature of the goods accurately, because misdescription shifts risk. ### Charges, measurement and adjustment Set the charges: storage (by pallet, by space, by weight or by period), handling, and accessorial charges, plus how they change (indexation, annual review) and the invoicing and payment terms. ### Care of goods, liability and limits The core clause. State the standard of care, the keeper's liability for loss or damage, and any agreed limits (often by weight or by value, with exclusions for consequential loss). Make clear the keeper's duty of reasonable care as bailee, and remember that in many jurisdictions liability for gross negligence or wilful default cannot be excluded. Address shrinkage allowances and the burden of proof when goods are lost or damaged. ### Risk, title and insurance Title to the goods remains with the depositor. State who bears risk at each stage and who insures the goods (the depositor's stock insurance, the keeper's warehouse and liability cover), require evidence of cover, and keep certificates current. ### Inventory, stocktaking and reconciliation Set stock record keeping, the depositor's inspection and stocktaking rights, reconciliation procedures, and responsibility for discrepancies beyond an agreed tolerance. ### Receiving, inspection and discrepancies Define how goods are received and checked in, the condition on arrival, and how shortages or damage found on receipt are recorded and resolved. ### Lien Warehouse keepers often take a lien over stored goods for unpaid charges. State whether a lien applies, whether it is a general or particular lien, and the notice and sale process before any disposal of goods. ### Access, security and systems Address site security, access controls, the warehouse management system used, data sharing and data protection, and the depositor's right of access to inspect. ### Dangerous and regulated goods Allocate responsibility for compliance where goods are hazardous, food, pharmaceutical, excisable or bonded, including the keeper's licences and the depositor's disclosure duties. ### Indemnity and limitation of liability Allocate indemnities (for example for the depositor's misdescribed or unsafe goods, and for the keeper's negligence) and set an overall limitation of liability consistent with the care standard and local law. ### Force majeure and business continuity Define force majeure and require a continuity plan, including what happens to goods if the facility becomes unusable. ### Term, termination and removal of goods Grounds for termination, and a clear process for removing goods on exit: notice, settlement of charges, release of any lien, and the timeline for collection. ### Dispute resolution and governing law Governing law, jurisdiction, and arbitration or court. ## A usable warehousing agreement skeleton 1. Title and date 2. Parties 3. Recitals 4. Definitions and interpretation 5. The facility and committed space or capacity 6. Scope of services (schedule) 7. Goods, storage conditions and restrictions 8. Charges, measurement and adjustment 9. Invoicing and payment 10. Receiving, inspection and discrepancies 11. Care of goods, liability and limits (bailment duties) 12. Risk, title and insurance 13. Inventory, stocktaking and reconciliation 14. Lien over stored goods 15. Access, security, systems and data protection 16. Dangerous and regulated goods 17. Confidentiality 18. Indemnity and limitation of liability 19. Force majeure and business continuity 20. Term and termination 21. Removal of goods on termination 22. Dispute resolution and governing law 23. General clauses (notices, assignment, entire agreement, variation) 24. Schedules (scope, charges, storage conditions, insurance, SLAs) ## How does a warehousing agreement differ by jurisdiction and goods type? The structure is similar everywhere, but the law and the regulation differ. - India: bailment under the Indian Contract Act 1872 governs the keeper's duty of care; the Warehousing (Development and Regulation) Act 2007 and the WDRA regulate warehouses issuing negotiable warehouse receipts; customs bonded warehouses have separate rules.

• United States: Article 7 of the Uniform Commercial Code governs warehouse receipts and the warehouse keeper's duties.
• By goods type: food, pharmaceutical, cold chain, hazardous and bonded goods carry additional licensing, record keeping and liability obligations. Confirm whether your warehouse is regulated, and the governing law, before relying on your drafting. Verify the depth of local support where storage spans several countries. ## Drafting, reviewing and tracking a warehousing agreement in one workspace Drafting a warehousing agreement from a reliable template, reading a keeper's draft clause by clause for the risky terms (liability limits, lien, insurance, exit), keeping versions straight through negotiation, and then tracking the obligations once signed (stocktake dates, rate reviews, insurance certificate renewals, notice and removal windows) is work most supply chain and legal teams do by hand across documents and spreadsheets. It is also work an AI contract workspace can hold in one place. A system like Adira can draft from a brief and your preferred positions, read a counterparty draft and flag where liability, lien or insurance terms sit against your interests clause by clause, let you edit clauses in plain language with a clear diff, and pull the dated obligations (stocktakes, rate reviews, insurance expiries, notice windows) into a tracked timeline with reminders. The idea is simple: the drafting, review, version control and tracking a storage relationship needs can live in one workspace tuned to how your company contracts, rather than scattered tools. Have the final agreement reviewed by qualified counsel before signing.