Consignment Stock Agreement Review Tool: Title and Risk Flags on the Paper
Upload a consignment stock or VMI agreement. That same file comes back with flags on title retention, risk while the goods sit, reporting and unsold return.
A consignment or VMI file arrives as a PDF or DOCX. You cannot see, on that file, whether title stays with the supplier while the stock sits, who bears loss in that window, who reports the balance, or whether unsold stock comes back. Checkory is a consignment stock agreement review tool. Upload the consignment or VMI agreement and get the same file back with flags on title retention, risk while the goods sit, reporting and unsold return.
Before stock is released, name the title sentence, the risk sentence, the reporting sentence and the unsold-return sentence, and tell a supplier-owned consignment from a buyer-owned VMI replenishment. A High split goes to a solicitor with the marked file. In practice a procurement lead opens the pdf on Monday morning and still cannot point at the clause. A counterparty heading is the cover. Read the sentences before you sign. The marks are not a guarantee the stock is safe, and they are not a rewrite of the delivered-goods article.
Consignment stock agreement review tool
Consignment or VMI in one upload
Confirm the file is a consignment-stock or VMI agreement for a business holding of goods. Section 2 of the Sale of Goods Act 1979 says a contract of sale transfers or agrees to transfer the property in goods for a money consideration, called the price. Section 2(5) calls it an agreement to sell when the transfer is at a future time or subject to a later condition. Section 2(6) says it becomes a sale when that time elapses or the conditions are fulfilled. Delivery to the site does not finish that step by itself.
The same file comes back with flags
You upload the PDF or DOCX. That same file comes back with the four sentences marked, a short explanation, and a pointer where an England and Wales provision may apply. The generic pass on the AI contract review tool page, dated 30 August 2026 and updated 25 September 2026, highlights risks on the clause. A Checkory first pass does not replace a solicitor. Scotland and Northern Ireland sit outside this pointer. The upload path is Analyse a contract. Risk flags there carry severity and an explanation.
Title versus risk on this paper
Sale of Goods Act 1979 section 20(1) says that, unless otherwise agreed, the goods remain at the seller's risk until the property in them is transferred to the buyer, and that when the property is transferred the goods are at the buyer's risk whether delivery has been made or not. A file can keep title with the supplier and still put loss on the holder while the stock sits. Section 19(1) reserves the right of disposal until conditions are fulfilled, notwithstanding delivery. That reservation does not itself create a right to send unsold stock back. A High split goes to a solicitor with the marked file.
Title, risk, reporting and unsold return on the uploaded consignment or VMI file.
| Sentence on the file | What the named source says | What you do with the mark |
|---|---|---|
| Title retention | Section 19(1) reserves disposal until conditions are fulfilled, notwithstanding delivery. Section 17(1) passes property in specific or ascertained goods when the parties intend. | Flag the title sentence. Delivery to the site is not itself a sale. Bill-of-lading rules in sections 19(2) and 19(3) stay off this page. |
| Risk while the goods sit | Section 20(1): unless otherwise agreed, risk stays with the seller until property passes. Section 20(3) leaves bailee duties in place. Section 20(4) takes a consumer contract out of the section. | Flag the risk sentence on its own. Title can stay with the supplier while loss is already on the holder. |
| Reporting | CIPS: consignment stock is product owned by the supplier on the buying organisation's site. VMI is inventory owned by the buying organisation and monitored by the supplier. Odette says inventory information goes to the supplier on a regular basis. That example is not a statutory period. | Flag who reports stock on hand. A VMI label is not proof of supplier title. The glossary word normally is not a statutory invoice trigger. |
| Unsold return | Section 19(1) does not itself create a right to send unsold stock back. HMRC treats an unequivocal right to return as sale or return, and a Romalpa-type retention without that right as a different arrangement. When a maximum is exceeded, Odette requires a contractual agreement. A common choice described there is not an industry norm. | Flag the unsold-return sentence, or flag the silence. A VAT tax point is not the return clause on the file. |
Upload consignment stock agreement
Drop the consignment or VMI file
Use the PDF or DOCX you were sent, and confirm it is a consignment-stock or VMI agreement for a business holding of goods.
Read flags on that same file
Walk the title sentence, the risk sentence, the reporting sentence and the unsold-return sentence. The marks stay on the clause in the pdf, with a short explanation and an England and Wales pointer where a provision may relate.
Analyse a contract
The path is /document-analysis and the label is Analyse a contract. Take a High split to a solicitor with the marked file: title still with the supplier, loss already on the holder, no report, no return.
A blank form is not this upload
A downloadable blank is a starting draft. This upload reads the consignment or VMI file you already hold.
Consignment or VMI stock
Pros
- ✓Title can stay with the supplier while the stock sits, if the title sentence says so.
- ✓CIPS treats consignment stock as supplier-owned, and VMI as inventory the buying organisation owns while the supplier monitors it.
Cons
- ✗Section 20(1) applies unless otherwise agreed, so loss can sit on the holder while title is still with the supplier.
- ✗A silent stock report or a silent unsold return is a mark. Silence is not a window to fill in.
Supply of goods contract
Pros
- ✓Specifications, Incoterms, acceptance and warranties are the flags on a supply draft, and they belong on the live supply page.
Cons
- ✗This comparison stays on this page and does not open the supply card.
Title and risk on the consignment paper
Title retention until the stock is taken
Mark whether the file agrees to transfer property at all, and on what later condition. Section 17(1) says property in specific or ascertained goods transfers when the parties intend. Section 17(2) reads intention from the terms, the conduct of the parties and the circumstances. For example, property that passes only when the holder draws the goods is the title sentence.
Then mark the reservation of disposal. Section 19(1) applies to a contract for the sale of specific goods, or where goods are later appropriated. The seller may reserve disposal until conditions are fulfilled. Notwithstanding delivery to the buyer, or to a carrier or other bailee or custodier, property does not pass until those conditions are fulfilled.
Risk while the goods sit is a separate flag
Mark the risk sentence separately. Section 20(1) says that, unless otherwise agreed, goods remain at the seller's risk until property passes, and once property passes they are at the buyer's risk whether or not delivery has been made. If delivery is delayed through the fault of either party, section 20(2) puts the goods at the risk of the party at fault for loss which might not have occurred but for that fault. Section 20(3) leaves bailee duties in place. Section 20(4) takes a consumer contract out of the section. This page is a business holding.
HMRC internal manual BIM33375 uses motor vehicles supplied to dealers on consignment as the example of legal title retained after delivery. A sale, for that accounting test, is when the risks and rewards of ownership are substantially transferred, even if legal title passes later, for example when payment is made. The title sentence on the file still matters.
High points go to a solicitor
The typical mistake is to stop at the heading, or at a score, a dashboard or a lawyer marketplace. Where title still sits with the supplier and loss is already on the holder, with no report and no return, take the marked file to a solicitor.
See the marks on the consignment file
Analyse a contractReporting and the unsold return
Who counts the balance
The CIPS glossary defines consignment stock as product owned by the supplier and stored on the buying organisation's site, with usage normally invoiced when the goods are used. Consignment stocking means paying when goods are sold or used rather than after a trade credit period. Vendor-managed inventory is inventory owned by the buying organisation and monitored by the supplier. Normally is not a statutory invoice trigger, and a VMI label is not proof of supplier title.
The CIPS guide to vendor managed inventory calls VMI a supply chain agreement in which the supplier takes the inventory-management decisions. Other names on that page are managed inventory, continuous replenishment program and supplier-assisted inventory replenishment.
Odette and AIAG, Collaboration Managed Inventory Minimum/Maximum, Ref LA05, Version 1.0, published September 2005, is the LA05 paper. CMI Min/Max can be realized independently of stock ownership. The supplier owns material normally close to or within the customer plant, the customer can use it without prior notification, and ownership is agreed separately from replenishment. Inventory information goes to the supplier on a regular basis, and that example is not a statutory period. Past the maximum, the parties must establish a contractual agreement. What agreements commonly specify is not an industry norm.
Opening stock, closing stock and movement
ECR Community / GS1 Switzerland, Best Practice in Implementing VMI, Version 1.0, 15.04.2016, is read from the GS1 Italy host: the handbook PDF. An Inventory Report can show opening stock, closing stock and goods movement. A footnote says a consignment deal means ownership at the buyer's site is transferred to the vendor. Despatch Advice about a return consignment is a logistics message, not a contract right to send unsold stock home.
When unsold goods have a way home
Flag the unsold-return sentence on its own. HMRC VATTOS9550 treats an unequivocal right to return as sale or return, with ownership staying with the supplier until the goods are adopted. A Romalpa-type retention until payment, with no option to return, is a different arrangement. Call-off stock is paid as it is used. Without a right of return, HMRC calls that a supply on extended credit terms. VAT tax points on that page are not the return window.
Consignment agreement review tool
A consignment agreement review tool, on this page, means the file you already have. Agreements.ai returns a dashboard for any contract. ContractMind describes a score, a letter grade, the redline and a dollar exposure figure. Guard-Clause offers replacement language. Clausix adds follow-up questions. Crivay is a name from that search slice. This page returns flags on the uploaded paper.
Consignment inventory agreement review tool
A consignment inventory agreement review tool here is the same upload. The inventory row is who states stock on hand. Consigna tracks transfers, cycle close and reconciliation, and defines consignment stock as owned by one business and held, sold, used or returned by another. That is the ledger. Genie AI offers a US template that lists title, risk, reports and return of unsold goods as clauses to draft. No template figure is a norm. The marked file is the one you already hold.
Vendor managed inventory agreement review tool
A vendor managed inventory agreement review tool, here, is that same stock paper. CIPS puts VMI ownership with the buying organisation and monitoring with the supplier. Replenishment rules do not stand in for the title sentence or the unsold-return sentence. A vendor master agreement, with pricing and a service level, is a different document.
Upload consignment stock agreement
Drop the file you were sent, read the four flags on that same file, and use Analyse a contract at /document-analysis. A blank consignment form is a starting draft. ContractsCounsel describes a marketplace flow to post the review and hire a lawyer, and says it is not a law firm. No fee, rating or member date from that page is used here. The hire is a different result from marks on the uploaded file.
Delivered goods title and risk stays on the blog
Goods already sold and delivered are the subject of How to Review Title and Risk of Loss on Delivered Goods, dated 28 September 2026. It maps two clocks on goods already sold and delivered, including a named place and Incoterms. That scene and its currency figure stay on the article. This page uploads the consignment or VMI file.
The supply draft stays on the supply page
The live supply page marks specifications, Incoterms, acceptance and warranties. Those flags stay there. This page marks title retention, risk while the goods sit, reporting and unsold return. The comparison above does not open that card.
The storage contract stays on the warehouse page
The published warehouse page marks released value, a claims window and a lien. A consignment file is a different paper. Bailee duties under section 20(3) stay bailee duties. That page's files stay as they are.
The freight file stays on the freight page
Agent versus principal belongs on the freight page, which is being written on its own. This page is the consignment stock paper.
Tolling stays on a later card
Yield, formula and material title stay on a later tolling card. This page reviews the consignment or VMI file.
The CMO draft stays on the manufacturing page
Contract manufacturing flags stay on the published manufacturing page. This page is consignment stock.
The fulfilment pack stays on another page
A master agreement, a statement of work and a rate card stay off this page. This upload marks the consignment or VMI file.
Held cards stay off this page
An authorised guarantee stays held. A data sharing agreement stays held. This upload is the consignment or VMI file.
Chat, LegalZoom, a Word add-on and lifecycle software
A chat answer, LegalZoom, a Word add-on and lifecycle software are other products. This page returns flags on the uploaded consignment or VMI agreement. Justee reviews hospital consignment of devices and implants. US statute names on that page stay off this paper. High flags still need human verification before you sign: a person reads the marked sentences, then a solicitor sees a High split with the file.
What you can name before stock is released
You can name the title sentence, the risk sentence, the reporting sentence and the unsold-return sentence to challenge before stock is released. You can tell a supplier-owned consignment from a buyer-owned VMI replenishment. The pass is not a guarantee the stock is safe, and it is not a rewrite of the delivered-goods article dated 28 September 2026. A consumer contract falls outside section 20 by section 20(4). Scotland and Northern Ireland stay outside the pointer. The solicitor receives the marked file.
FAQ
What do I get back after uploading a consignment or VMI agreement?
The PDF or DOCX you uploaded, with flags on the title-retention sentence, the risk sentence while the stock sits, the reporting sentence and the unsold-return sentence, plus a short explanation and an England and Wales pointer where a provision may relate. A High split goes to a solicitor with the marked file. The pass does not replace a solicitor and is not a guarantee the stock is safe.
Which four sentences should I be able to name before stock is released?
The title sentence, the risk sentence, the reporting sentence and the unsold-return sentence. Sale of Goods Act 1979 section 19(1) lets the seller reserve disposal until conditions are fulfilled, and property does not pass until then, notwithstanding delivery. Section 20(1) says that, unless otherwise agreed, risk stays with the seller until property passes. Section 19(1) does not itself create a right to send unsold stock back.
Does a VMI label prove the supplier still owns the goods?
No. The CIPS glossary describes consignment stock as product owned by the supplier and stored on the buying organisation's site, with usage normally invoiced when the goods are used. It describes vendor-managed inventory as inventory owned by the buying organisation and monitored by the supplier. Normally in that glossary is not a statutory invoice trigger. The heading is not the title sentence.
Can a title reservation stand in for a right to send unsold goods back?
No. The return sentence is separate. HMRC describes sale or return, where goods may be returned until they are adopted and ownership stays with the supplier in the meantime, and separately describes a Romalpa-type agreement where title remains until payment and the customer has no option to return. Odette says that when a maximum is exceeded the parties are required to establish a contractual agreement. That is not a return window and not an industry norm.
When should I leave this file for the delivered-goods article or the supply page?
When the only fight is title and risk on goods already sold and delivered, that is the article dated 28 September 2026. When the paper is a supply of goods with specifications, Incoterms, acceptance and warranties, that paper stays on the supply page. This upload is the consignment or VMI file. The comparison on this page does not open the supply card.
Who should see a file where title stays with the supplier and loss is already on the holder?
A solicitor, with the marked file. The same handoff fits a silent stock report, a silent unsold return, or a sentence you cannot reconcile with how the goods will sit. Section 20(4) takes a contract under Chapter 2 of Part 1 of the Consumer Rights Act 2015 out of that section. This page does not open that Act. Scotland and Northern Ireland sit outside the England and Wales pointer.
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