Warehouse Agreement (India)
WAREHOUSING AGREEMENT
This Warehousing Agreement ("Agreement") is entered into on [Agreement Date] at [State], India, between:
OPERATOR: [Operator Name], WDRA Reg. No: [Operator WDRA], GSTIN: [Operator GSTIN], warehouse located at [Warehouse Address] (hereinafter referred to as the "Operator"); and
DEPOSITOR: [Depositor Name], GSTIN: [Depositor GSTIN], at [Depositor Address] (hereinafter referred to as the "Depositor").
1. RECITALS
1.1 The Operator operates a [Warehouse Type] at the address stated above and is in the business of providing warehousing and logistics services.
1.2 The Depositor desires to deposit goods in the Operator's warehouse on the terms set out herein.
1.3 This Agreement constitutes a contract of bailment under the Indian Contract Act 1872 and is also governed by the Warehousing (Development and Regulation) Act 2007 (WDRA Act) where applicable.
2. TERM
2.1 This Agreement shall commence on [Agreement Date] and remain in force for [Agreement Term] months, unless terminated as per Clause 10.
3. GOODS AND STORAGE
3.1 The Depositor shall deposit the following goods ("Goods") at the warehouse: [Goods Description].
3.2 The Depositor shall not deposit hazardous goods, contraband, or goods prohibited under applicable law without prior written consent of the Operator and compliance with all applicable safety and licensing requirements.
3.3 All goods shall be delivered to the warehouse properly packed and labelled. The Operator shall issue a Goods Receipt Note (GRN) for all goods received.
4. SERVICES
4.1 The Operator shall provide the following services: receipt of Goods, storage in the warehouse, inventory management, order picking and dispatch as instructed by the Depositor, and provision of stock reports.
4.2 The Operator shall maintain accurate inventory records and provide the Depositor with weekly stock reconciliation reports.
4.3 The Depositor shall have the right to audit the inventory at the warehouse upon 48 hours' written notice during normal business hours.
4.4 The Operator shall comply with all fire safety, pest control, and security requirements applicable to the warehouse, including maintaining a valid Fire Safety NOC from the relevant authority.
5. CHARGES AND PAYMENT
5.1 Storage charges shall be calculated on a [Storage Charge Basis] basis, as per the rate schedule in Schedule A annexed to this Agreement.
5.2 The Operator shall issue invoices on a [Payment Cycle] basis, inclusive of applicable GST at 18% on warehousing services (SAC 9967). Storage of exempt agricultural produce shall attract nil GST.
5.3 The Depositor shall pay invoices within 15 days of receipt by bank transfer (NEFT/RTGS). Overdue amounts attract interest at 18% per annum.
6. LIABILITY AND INSURANCE
6.1 The Operator shall take the care of the Goods as a man of ordinary prudence would take of his own goods of the same bulk, quality, and value, in accordance with Section 151 of the Indian Contract Act 1872.
6.2 The Operator's liability for loss of or damage to the Goods caused by the Operator's negligence shall not exceed ₹[Liability Limit] per incident, unless a higher declared value is agreed in writing.
6.3 The Operator is not liable for loss caused by: (a) acts of God; (b) inherent vice or nature of the Goods; (c) fire, flood, or other force majeure events; (d) negligent packing by the Depositor.
6.4 The Depositor shall maintain adequate goods-in-storage insurance for the stored inventory at all times. The Operator shall maintain public liability insurance for its own operations.
7. NEGOTIABLE WAREHOUSE RECEIPTS (WHERE APPLICABLE)
7.1 For WDRA-registered warehouses, the Operator may issue electronic Negotiable Warehouse Receipts (e-NWR) in respect of agricultural commodities deposited by the Depositor, in accordance with the WDRA Act 2007 and the WDRA (Registration of Warehouse) Regulations 2017.
7.2 The e-NWR shall be issued through the WDRA-approved Negotiable Warehouse Receipt System and shall serve as a document of title to the Goods deposited.
8. TERMINATION
8.1 Either Party may terminate this Agreement by providing 30 days' written notice.
8.2 Upon termination, the Depositor shall collect all Goods within 15 days of the termination date. Goods not collected within this period may be stored at the Depositor's cost and risk.
9. GOVERNING LAW AND DISPUTES
9.1 This Agreement is governed by the laws of India and the State of [State].
9.2 Disputes shall be referred to arbitration under the Arbitration and Conciliation Act 1996, with a sole arbitrator, seated in [State].
10. EXECUTION
This Agreement is executed on [Agreement Date] at [State] on non-judicial stamp paper of appropriate value.
Witness 1 Name & Signature: ____________________
Witness 2 Name & Signature: ____________________
Warehouse Operator
________________
Signature
Depositor
________________
Signature
What Is a Warehouse Agreement (India)?
An India Warehouse Agreement is a legally binding contract between a warehouse operator and a depositor (manufacturer, trader, importer, or e-commerce company) for the storage, handling, and management of goods in a warehouse facility in India. It is essentially a contract of bailment under the Indian Contract Act 1872, under which the depositor (bailor) delivers goods to the warehouse operator (bailee) for safekeeping against payment of storage charges.
India's warehousing sector has grown enormously with the expansion of organised retail, e-commerce, and GST-driven supply chain consolidation. The sector is regulated by the Warehousing (Development and Regulation) Act 2007 (WDRA Act), which established the WDRA as the apex regulatory body, and provided for the issuance of Negotiable Warehouse Receipts (NWR) for agricultural commodities. General commercial warehousing (for manufactured goods, e-commerce, etc.) is governed by the Indian Contract Act 1872 and applicable GST regulations.
A Warehouse Agreement records the terms on which the warehouse operator will receive, store, handle, and release the depositor's goods, and the charges for these services. It should clearly allocate responsibility for insurance, fire safety, pest control, and other risks affecting the stored inventory.
The legal framework governing the Warehouse Agreement (India) in India draws on several key statutes and regulatory bodies. Under Indian law, the Indian Contract Act 1872 governs contractual obligations, with Section 10 setting essential requirements for valid agreements. The Companies Act 2013 regulates corporate entities through the Registrar of Companies (ROC) and Ministry of Corporate Affairs (MCA). The Industrial Disputes Act 1947 and state labour commissioners govern employment disputes. The Information Technology Act 2000 and IT (Reasonable Security Practices) Rules 2011 protect personal data. The Income Tax Act 1961 and Goods and Services Tax Act 2017 govern tax obligations through the Central Board of Direct Taxes (CBDT) and GST Council. Parties executing a Warehouse Agreement (India) in India should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Indian Contract Act, 1872 sets the foundational requirements.
When Do You Need a Warehouse Agreement (India)?
A Warehouse Agreement is needed whenever a business stores its goods in a third-party warehouse facility on a regular or ongoing basis.
Manufacturers and distributors who outsource warehousing to third-party logistics (3PL) providers need a warehouse agreement to set out the scope of services, storage charges, handling procedures, inventory management obligations, and liability for lost or damaged stock.
E-commerce sellers who store inventory in fulfilment centres (Amazon FBA, Flipkart FBA, or independent fulfilment companies) are bound by the platform's or fulfilment centre's standard terms — but for significant inventory volumes, negotiating a custom warehouse agreement provides better protection.
Farmers, traders, and FPOs who store agricultural commodities in WDRA-registered warehouses and intend to use Negotiable Warehouse Receipts for pledge financing need a formal warehouse agreement that complies with WDRA regulations.
Importers who store goods in customs bonded warehouses or in warehouses in Free Trade Warehousing Zones (FTWZs) need specialised warehouse agreements that address customs compliance, duty deferment, and the conditions for release of goods from bonded storage.
Any business that stores goods worth more than ₹1 lakh in a third-party facility should have a written warehouse agreement to clarify liability, insurance, and the process for releasing goods on demand.
Parties in India should prepare a Warehouse Agreement (India) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Indian law, the Indian Contract Act 1872 governs contractual obligations, with Section 10 setting essential requirements for valid agreements. The Companies Act 2013 regulates corporate entities through the Registrar of Companies (ROC) and Ministry of Corporate Affairs (MCA). The Industrial Disputes Act 1947 and state labour commissioners govern employment disputes. The Information Technology Act 2000 and IT (Reasonable Security Practices) Rules 2011 protect personal data. The Income Tax Act 1961 and Goods and Services Tax Act 2017 govern tax obligations through the Central Board of Direct Taxes (CBDT) and GST Council. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Warehouse Agreement (India)
A well-drafted India Warehouse Agreement should include the following elements.
Party Details: Full legal names, addresses, GSTIN, and (for WDRA-registered warehouses) the WDRA registration number of the warehouse operator.
Warehouse Description: Location, type (ambient, cold-chain, bonded, hazardous goods), capacity, and relevant certifications (WDRA, FSSAI for food storage, fire safety NOC).
Scope of Services: Goods receipt, storage, inventory management, order picking and packing, cross-docking, and dispatch — with service level standards for each.
Goods Description: Nature of goods to be stored, restricted or prohibited goods, packing requirements, and labelling standards.
Storage Charges: Rate per pallet/per square foot/per tonne, minimum storage commitment, handling charges (in/out), value-added services charges, and billing cycle.
Liability: Standard of care (reasonable care/Section 151), limitation of liability, force majeure exclusions, and claims procedure.
Insurance: Depositor's obligation to maintain goods-in-storage insurance; warehouse operator's public liability insurance.
Inventory Management: Stock reconciliation frequency, discrepancy reporting, and the operator's obligation to maintain accurate records.
GST: Invoicing requirements, applicable GST rate (18% for general warehousing), and ITC documentation.
Access and Audit: Depositor's right to inspect inventory upon notice; fire safety and security standards.
Governing Law and Arbitration: Applicable law and dispute resolution.
Additional compliance elements for a Warehouse Agreement (India) used in India include: Under Indian law, the Indian Contract Act 1872 governs contractual obligations, with Section 10 setting essential requirements for valid agreements. The Companies Act 2013 regulates corporate entities through the Registrar of Companies (ROC) and Ministry of Corporate Affairs (MCA). The Industrial Disputes Act 1947 and state labour commissioners govern employment disputes. The Information Technology Act 2000 and IT (Reasonable Security Practices) Rules 2011 protect personal data. The Income Tax Act 1961 and Goods and Services Tax Act 2017 govern tax obligations through the Central Board of Direct Taxes (CBDT) and GST Council. Forms-legal.com provides this template as a starting point for India-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Warehouse Agreement (India) (India) [Legal document template]. Forms Legal. https://forms-legal.com/india/business/services/warehouse-agreement-india
"Warehouse Agreement (India) (India)." Forms Legal, 2026, https://forms-legal.com/india/business/services/warehouse-agreement-india.
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year = {2026},
howpublished = {\url{https://forms-legal.com/india/business/services/warehouse-agreement-india}},
note = {Free legal document template. Based on Indian Contract Act, 1872}
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Frequently Asked Questions
Warehousing agreements in India are governed by the Warehousing (Development and Regulation) Act 2007 (WDRA Act), the Indian Contract Act 1872, and applicable GST regulations. The Warehousing (Development and Regulation) Act 2007 established the Warehousing Development and Regulatory Authority (WDRA) as the apex regulatory body for the warehousing sector in India. The Act provides for the registration of warehouses with the WDRA, the issuance of negotiable warehouse receipts (NWR) for agricultural commodities, quality and safety standards for WDRA-registered warehouses, and a dispute resolution mechanism. Negotiable Warehouse Receipts (NWR) are an important financing tool in India — they allow farmers and traders to deposit commodities in a WDRA-registered warehouse and use the NWR as collateral to obtain loans from banks under the Pledge Financing scheme without physically moving the goods. The WDRA has developed an electronic NWR (e-NWR) system, and many agri-commodities (grains, pulses, oilseeds, spices) can be stored under the e-NWR system. For general warehousing (non-agricultural, non-WDRA registered), the Indian Contract Act 1872 (particularly Section 148 onwards, which deals with bailment — the delivery of goods by one person to another for some purpose) is the primary legal framework. A warehousing agreement is essentially a contract of bailment, where the depositor (bailor) delivers goods to the warehouse operator (bailee) for safekeeping.
The liability of a warehouse operator in India for loss or damage to stored goods is primarily governed by the Indian Contract Act 1872 (bailment provisions) and the terms of the warehousing agreement. Bailment Standard of Care: Under Section 151 of the Indian Contract Act 1872, a bailee (warehouse operator) must take as much care of the goods bailed as a man of ordinary prudence would take of his own goods of the same bulk, quality, and value. This is a reasonable care standard — the warehouse operator is not an insurer of the goods, but must exercise the care that a reasonable person would take. If the goods are lost or damaged while in the warehouse, the burden shifts to the warehouse operator to show that the loss was not due to its negligence (Section 152). Strict Liability Exceptions: Unlike road carriers (who are strict liability carriers under the Carriage by Road Act 2007), warehouse operators are generally not strictly liable. However, if the warehousing agreement provides for a specific duty of care or if the operator makes specific representations about storage conditions (e.g., 'fireproof vault,' 'cold storage maintained at 2-8°C'), the operator may have a higher standard of liability for failure to maintain those conditions. Force Majeure: Warehouse operators are not liable for loss or damage caused by acts of God (flood, earthquake, lightning), civil unrest, or government actions, provided these events are beyond the operator's reasonable control and could not have been prevented by ordinary care.
GST on warehousing services in India is an important consideration for both warehouse operators (who must correctly classify their services and charge the appropriate rate) and depositors (who need proper GST invoices for input tax credit claims). GST Exemption for Agricultural Storage: Under the GST Exemption Notification (No. 12/2017-CT(Rate) as amended), the following storage and warehousing services are exempt from GST: services by way of storage or warehousing of rice, wheat, pulses, flour, eggs, milk, fresh vegetables, fruits, nuts, and spices (i.e., unprocessed agricultural produce). This is a significant exemption that benefits farmers, FPOs (Farmer Producer Organisations), and agri-commodity traders who store their produce in cold stores or bulk grain warehouses. GST at 18% on General Warehousing: Storage and warehousing of all other goods (processed foods, industrial goods, pharmaceuticals, e-commerce inventory, consumer goods) attracts GST at 18% under SAC 9967. Warehouse operators must be registered under GST if their annual turnover exceeds the registration threshold, and must issue GST-compliant invoices to depositors. Input Tax Credit for Depositors: Depositors who are GST-registered businesses can claim Input Tax Credit (ITC) on the GST paid on warehousing charges, provided the stored goods are used for business purposes. This makes the 18% GST on warehousing effectively a cash-flow item rather than a cost, for most commercial depositors.
A Warehouse Agreement (India) does not legally require a lawyer in India, and individuals and businesses may draft and execute the document independently. The Indian Contract Act, 1872 does not mandate legal representation for the creation or signing of this type of document. However, seeking independent legal advice from a qualified India lawyer is recommended for transactions involving substantial financial value, complex regulatory requirements, or cross-border elements where multiple legal jurisdictions may apply. A lawyer can verify that the document complies with all applicable statutory requirements, identify potential risks specific to the transaction, and confirm that the terms adequately protect the interests of all parties involved. The Supreme Court of India has jurisdiction over disputes arising from this type of document, and Registrar of Companies (ROC) may impose additional compliance obligations depending on the nature of the underlying transaction. Professional legal review is particularly advisable where the document will be submitted to government agencies or used as evidence in legal proceedings.
A Warehouse Agreement (India) does not legally require a lawyer in India, though legal advice is recommended. Under Indian law, the Indian Contract Act 1872 governs agreements. The Companies Act 2013 and Registrar of Companies (ROC) regulate corporate documents. The Information Technology Act 2000 governs electronic contracts and data protection. The Consumer Protection Act 2019 provides consumer rights. The Income Tax Act 1961 requires tax compliance. Forms-legal.com provides this template as a starting point — always review with a qualified Indian advocate for significant transactions. Under India law, Indian Contract Act, 1872, parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under Indian law, the Indian Contract Act 1872 governs contractual obligations, with Section 10 setting essential requirements for valid agreements. The Companies Act 2013 regulates corporate entities through the Registrar of Companies (ROC) and Ministry of Corporate Affairs (MCA). Forms-legal.com provides this template as a starting point for India-compliant documentation.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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