Definition and Legal Classification of the Depositor
The Term Depositor refers in a legal context to the party who, within the framework of a storage contract, delivers movable items – so-called stored goods – to a warehouse keeper for safekeeping. The legal structure of the depositor is specifically regulated in German civil law and is central to understanding the rights and obligations in connection with storage transactions.
Definition and Distinction
According to Section 467 of the German Commercial Code (HGB), the depositor is the natural or legal person who enters into a storage contract with the warehouse keeper. The main obligation of the depositor is to hand over storable goods to the warehouse keeper for purposes of safekeeping. Ownership of the deposited items generally remains with the depositor, unless otherwise agreed.
In contrast to the warehouse keeper, who is responsible for the proper safekeeping of the deposited goods in return for payment, the depositor is the contractual partner with the main obligations to pay the agreed storage fee and to collect the deposited items after the end of the contract.
Legal Basis of the Storage Contract
The statutory regulations governing storage transactions are primarily found in Sections 467 to 475h of the German Commercial Code (HGB). These provisions specifically regulate the rights and obligations of the depositor in relation to the conclusion, execution, and termination of the storage contract.
Conclusion of Contract and Duties of the Depositor
Contract Formation
The storage contract between the depositor and the warehouse keeper is generally concluded by offer and acceptance under the general provisions of the German Civil Code (BGB), particularly Sections 145 ff. BGB. Legally, it is classified as a distinctive type of deposit contract.
Obligation to Deliver
One of the main obligations of the depositor is the delivery or handover of the goods to be stored to the warehouse keeper (Section 468 HGB). The manner of delivery can be arranged individually – it may be physical by delivery to the storage location or documented by a delivery confirmation.
Payment Obligation
The depositor is obliged to pay the warehouse keeper the agreed or customary storage fee (Section 474 (2) HGB in conjunction with Section 488 BGB). Payment of the storage costs is generally a prerequisite for the return of the items.
Information and Identification Duties
To facilitate the allocation and management of the stored goods, the depositor is required to provide the warehouse keeper with precise information regarding the deposited items (Section 469 (2) HGB). This includes, in particular, quantity, type, value, and, if necessary, specific storage conditions.
Receipt of Storage Documents
If a warehouse receipt or retrieval receipt is issued, the depositor is responsible for its careful safekeeping, since these documents serve as identification papers for future retrieval (Section 475a HGB).
Rights of the Depositor
Right of Delivery
The depositor has the right to demand the return of the stored goods from the warehouse keeper at any time (Section 475 HGB). However, this claim is regularly dependent on the fulfillment of payment obligations (warehouse keeper’s right of retention under Section 475b HGB).
Inspection and Information Rights
During the storage period, the depositor may request inspection of the goods as well as information about their condition, provided these are necessary actions for the preservation or protection of the property (Section 470 HGB).
Claims for Damages and Liability
In the event of loss, damage, or confusion of the deposited goods, the depositor is entitled to compensation in accordance with the specific provisions of Sections 475 ff. HGB. The key provision is Section 475 (1) HGB, according to which the warehouse keeper is generally liable for the damage unless he can prove that the damage could not have been prevented even by exercising the care of an ordinary warehouse keeper.
Right to Issue Instructions
The depositor is entitled to instruct the warehouse keeper during the term of the contract regarding the handling and safekeeping of the items, as long as these instructions are reasonable and compatible with the contractual agreements.
Liability and Risks of the Depositor
Breach of Obligations
If the depositor breaches his obligations under the storage contract, for example, through late collection, deficient declaration of goods, or failure to pay the storage fee, this may give rise to liability or compensation claims by the warehouse keeper.
Transfer of Risk
The risk of accidental loss or deterioration of the stored goods generally passes to the warehouse keeper upon delivery (Section 469 (1) HGB). As long as the depositor is not personally at fault for any damage to the goods, his liability is limited.
Warehouse Lien
To secure his claims from the storage contract, the warehouse keeper may assert a lien on the deposited movable items (Section 475b HGB). This means that the return of the goods to the depositor may be refused until all outstanding claims have been settled.
Special Cases and Specific Contractual Arrangements
Representation of the Depositor
The depositor may be represented at the time of contract conclusion or during the performance of the contract, provided a valid power of attorney exists. Special importance is attached to the handover of warehouse receipts as identification papers, since these can make third parties the depositor.
Loss and Assignment of the Warehouse Receipt
The depositor can assign his rights from the storage contract to third parties, especially by handing over the warehouse receipt. This results in a change of the depositor, with all rights and obligations under the storage contract being transferred.
International Aspects
In international warehousing transactions, in addition to the HGB, supplementary provisions of international private law, interstate agreements, and the German Freight Forwarders’ Standard Terms and Conditions (ADSp) are often relevant. These can affect the rights and obligations of the depositor in cross-border transactions.
Summary
The depositor is the central contractual party in storage transactions, whose rights and obligations are governed by the relevant provisions of the German Commercial Code. In addition to the right to delivery and the right to issue instructions, the depositor’s main obligations include the proper provision of information about the deposited goods and payment of the storage fee. In the case of breaches of duty, both liability and lien rights of the warehouse keeper may become relevant.
The precise legal structure of the depositor is crucial for the legally secure implementation and handling of storage contracts and is also important in an international context. A comprehensive understanding of this contractual position helps to minimize risks and safeguards the interests of all parties involved in storage transactions.
Frequently Asked Questions
Who is liable in the event of loss or damage to stored items?
In principle, the depositor is liable for the loss or damage to items entrusted to him to the extent that he has breached his duty of care. This is regulated by the statutory provisions of Sections 467 ff. HGB (German Commercial Code) regarding storage contracts. The depositor is liable if he or his vicarious agents fail to exercise the care of a proper warehouse keeper. The depositor can only be released from liability in the case of unavoidable events (“force majeure”) or if it can be proven that the damage could not have been prevented even with the utmost care. Liability may be limited in the storage contract, but not completely excluded, especially not in cases of intent or gross negligence (Section 475 HGB).
What duties does the depositor have under a storage contract?
The depositor is required to store the items entrusted to him properly and carefully, to protect them from access by third parties, and to keep them in the condition in which they were received. This includes, among other things, adequate protection against theft, damage, weather influences, and perishability. The segregation of similar goods and proper labeling are legally prescribed to avoid confusion. In addition, the depositor must not change the storage location without the consent of the depositor, unless this is necessary for proper safekeeping or legally required.
Does the depositor have to notify the depositary if the stored goods are at risk?
Yes. According to Section 475b HGB, the depositor is obliged to promptly notify the depositary if there is a danger to the stored goods or if action is required to protect the items. If the depositor fails to fulfill this notification obligation, he may be held fully liable for any resulting damages. The obligation to notify exists irrespective of whether the danger is caused by external factors or by damage to the items themselves.
Can the depositor demand reimbursement of expenses?
Under Section 670 BGB, the depositor is entitled to reimbursement for expenses incurred in connection with the proper storage or rescue of deposited items, provided these are in the interest of and align with the presumed will of the depositary. This includes, for example, costs for measures to avert damage, special packaging, or necessary relocation of the goods in case of imminent danger. The right to reimbursement may be specified or limited by agreements in the storage contract.
Under what circumstances may the depositor exercise the right of lien?
According to Section 475b (2) HGB, the depositor has a statutory right of lien over all items and securities entrusted to him as long as they are in possession of the warehouse and claims against the depositary exist. The lien serves to secure outstanding storage fees or expenses. However, it may only be exercised if the secured claims are due. The depositor must announce the lien in good time before realization and set a reasonable payment deadline. The formal requirements for the right of lien follow Sections 1204 ff. BGB and Section 371 HGB.
How long is the depositor obliged to return the items?
The depositor is generally required to return the items until the counter-performance has been fully fulfilled by the depositary (usually payment of the storage fee). Only after that can the claim for return be asserted, unless a right of lien is exercised or a statutory reason for retention applies. After the contract ends, the depositor is obliged to hand over the items without undue delay. If the depositary delays collection, the depositor may, according to statutory provisions, take measures to realize or dispose of the items.
What are the legal requirements regarding the form of the storage contract?
There are no special form requirements for storage contracts. They may be concluded either in writing or orally. However, for reasons of evidence, especially in the case of large or valuable goods, it is strongly recommended to use the written form. In storage transactions, it is also common to issue a warehouse receipt (Section 475a HGB), which is considered a security and certifies ownership and delivery rights. The receipt may be made out to bearer, to a named person, or to order and is legally a separate document with extensive consequences for the rights and obligations of both contracting parties.
