Explainer

Consignment vs firm sale

The difference between consignment and firm sale is ownership, and ownership is what decides who absorbs a mistake. Everything else about the two arrangements follows from that single point.

By The Retail Ledger · September 27, 2026

Firm sale

In a firm sale the buyer takes title on delivery and pays for the goods whether or not they sell. The seller converts inventory into cash immediately and stops worrying about it. The buyer takes the full spread between purchase price and eventual realization, and the full risk that the realization is lower than expected.

Closeout and off-price trade is overwhelmingly firm sale, because the seller's whole purpose is to remove the goods and the obligation from its own books.

Consignment

Under consignment the supplier retains title until the goods sell. The distributor holds and sells them, remitting an agreed share. Nobody has to agree a price for goods whose value is genuinely unknown, which is consignment's advantage.

Its disadvantage is that the supplier's capital stays tied up, and it keeps the inventory on the supplier's balance sheet, which is exactly what a retailer clearing a glut is trying to avoid.

Why the price gap is rational

A firm-sale buyer is pricing three things the consignment holder never touches: the possibility that the assortment is worse than described, the carrying cost of the slow part of the lot, and the fact that there is no recourse. A discount that looks aggressive next to a consignment split is usually just those three risks priced honestly.

size composition of the lot is the single largest driver of that risk, which is why firm-sale buyers negotiate hardest over the inventory file rather than over the headline price. See lot valuation.

Questions

Who owns goods on consignment?

The supplier, until the goods are sold to an end customer. The distributor holds them but does not take title.

Why is closeout usually firm sale?

Because the seller is trying to remove the inventory and its carrying cost from its own books, which consignment does not accomplish.

Which is riskier for a distributor?

Firm sale, by a wide margin. It pays up front and has no recourse if the assortment does not clear.

General commercial explanation, not legal or accounting advice.