This article studies the allocation of responsibility for unsold inven
tory, provision for which is made in practically every distribution co
ntract. The two extreme cases are the consignment contract, which allo
cates all the burden to the manufacturer, and the no-return contract,
in which retailers purchase the merchandise outright and assume respon
sibility for unsold inventory. Contract choices are shown to vary acro
ss countries, industries, products and types of transactions. The arti
cle identifies six main factors affecting this choice: optimal invento
ry policy in a stochastic retail demand environment, relative advantag
e in disposing of the unsold inventory, optimal risk allocation, incen
tives to invest in promotions and provide services to increase consume
r demand, information asymmetry, and costs associated with the consign
ment contract per se. Several testable implications are presented, and
the choice of contracts in the publishing industry is shown to be con
sistent with the predictions of the model.