RYAN, Circuit Judge.
Plaintiff Ciba-Geigy Corporation brought an action in bankruptcy court seeking a declaration that certain Ciba-Geigy-manufactured herbicide located on the premises of debtor Flo-Lizer, Inc. was not part of the bankruptcy estate. The bankruptcy court declined to issue such a declaratory judgment, and Ciba-Geigy appeals the district court order affirming the bankruptcy court decision. 121 BR 324.
The issue before us on appeal is whether the herbicide constitutes part of the bankruptcy estate under federal bankruptcy law and Ohio commercial law. We conclude that the herbicide is part of the estate, and affirm.
I.
Ciba-Geigy manufactured certain agricultural herbicides which its dealers, including Flo-Lizer, sold at retail. Flo-Lizer was in the business of selling such agricultural supplies and was not known by its creditors to be primarily engaged in selling goods belonging to other parties; rather, Flo-Lizer usually sold the supplies under its own name. Kova, Inc. was a distributor of Ciba-Geigy agricultural chemicals, including herbicides. Flo-Lizer purchased Ciba-Geigy-manufactured products from authorized Ciba-Geigy distributors, including Kova, Inc., rather than directly from Ciba-Geigy. However, Ciba-Geigy employees worked regularly with Flo-Lizer in order to promote its purchase and sale of Ciba-Geigy-manufactured supplies.
On October 19, 1984, Flo-Lizer and Ban-que Paribas entered into an agreement under which Banque Paribas loaned Flo-Lizer $7,500,000 and took a security interest in Flo-Lizer’s inventory, including herbicides. The security agreement apparently covered after acquired as well as presently held inventory. Banque Paribas perfected its security interest in the inventory by properly filing financing statements in the appropriate record offices.
During January and February 1986, a quantity of Ciba-Geigy-manufactured herbicide was shipped to Flo-Lizer and placed in sealed storage containers at Flo-Lizer’s place of business. Accompanying bills of lading stated that the herbicide was sold to “Ciba-Geigy c/o Kova Fert. Inc.” and shipped to “Ciba-Geigy c/o Flo-Lizer.” Contemporaneously Ciba-Geigy filed financing statements against Kova covering “AGRICULTURAL CHEMICALS MANUFACTURED BY CIBA-GEIGY ... AT FLO-LIZER ... UNTIL SALE OR RETURN”; however, Ciba-Geigy filed no financing statements against Flo-Lizer. [1239]*1239Following placement of the herbicide in the sealed containers, Ciba-Geigy paid Flo-Liz-er “storage and incentive payments.”
On December 18, 1985, Banque Paribas demanded payment of its loan in full. Flo-Lizer lacked funds to repay the loan, and on February 19, 1986, Flo-Lizer and Ban-que Paribas amended the security agreement to reduce the credit line to $3,000,000 and to provide for the repayment of the entire indebtedness by June 30, 1986. In late February, Flo-Lizer employee Rodney Doyle telephoned Kova employee Rodney Bauer to request Kova to invoice Flo-Lizer for the herbicide. Later Flo-Lizer employee Keith Halley telephoned Bauer to make the same request, but Kova issued no invoice. Prior to the telephone calls, Flo-Lizer did not list the herbicide in the “borrowing base certificate” issued to Banque Paribas. Following the telephone calls, Flo-Lizer increased the amount of the assets shown in the borrowing base certificate by an amount approximating the value of the herbicide. However, Flo-Lizer never paid for the herbicide and never entered a corresponding account payable in its books.
Flo-Lizer’s financial difficulties continued. Kova declined to extend credit, and in March Kova picked up some supplies previously delivered to Flo-Lizer but did not retrieve the herbicide. On April 30, 1986, Flo-Lizer filed a petition for protection under Chapter 11 of the Bankruptcy Code, Title 11 of the U.S.Code, and Flo-Lizer now functions as debtor-in-possession. Ciba-Geigy brought action in the bankruptcy court seeking a declaratory judgment that the herbicide was not part of the bankruptcy estate, and also named Banque Paribas as a defendant. Banque Paribas filed a counterclaim, and the Unsecured Creditors Committee intervened in the action to protect its members’ interests.
Relying on language of the underlying sales agreement among Ciba-Geigy, Kova, and Flo-Lizer, and of the bills of lading, Ciba-Geigy argued that it shipped the herbicide to itself (Ciba-Geigy) and that Flo-Lizer therefore never acquired title to, or power to encumber, the herbicide. Flo-Lizer responded that it either 1) acquired title as a result of the parties’ prior course of dealing, or 2) acquired a property-like interest on behalf of its creditors because the arrangement was a deemed “sale or return” governed by Ohio Rev.Code Ann. § 1302.39 (U.C.C. § 2-326).
Following trial, the bankruptcy court entered the following findings of fact supplementing the facts established by stipulation of the parties:
Prior to January 1986, Flo-Lizer calculated a quantity of herbicides which it felt certain could be sold in the growing season of 1986. It notified KOVA of that quantity. In January and February of 1986, approximately $500,000 worth of herbicides were delivered by CIBA-Gei-gy into sealed chemical tanks located on four separate locations of [Flo-Lizer].
CIBA-Geigy asserts that the purpose of the delivery was not for the sale of goods, but for warehousing needs of CIBA-Geigy. The facts do not bear this out. First, CIBA-Geigy employed sales persons that encouraged Flo-Lizer to receive goods. If the arrangement were purely warehousing, one would assume Flo-Lizer would lobby CIBA-Geigy for their warehousing needs, not vice-versa. Secondly, the quantity delivered to Flo-Lizer was not determined by the warehousing needs of CIBA-Geigy, but the sales needs of Flo-Lizer. When CIBA-Geigy ships the amount of goods that Flo-Lizer calculates it can sell, the shipment appears to the world to be for sale. CIBA-Geigy also points out that a warehousing fee was paid to Flo-Lizer. This fee amounted to no more than a sales incentive, for it was testified at trial that the fee payment would continue even after CIBA-Geigy would have considered the goods sold.
The bankruptcy court entered judgment for the debtor in Ciba-Geigy’s declaratory action and entered judgment for Ciba-Gei-gy on Banque Paribas’ counterclaim. Ciba-Geigy appealed to the district court, which affirmed the judgment of the bankruptcy court. Ciba-Geigy now appeals.
[1240]*1240II.
In an appeal from a district court’s review of a bankruptcy court’s decision, we independently review the bankruptcy court’s decision. Cf. In re Sublett, 895 F.2d 1381, 1384 (11th Cir.1990); In re Commercial Western Finance Corp., 761 F.2d 1329, 1333 (9th Cir.1985). However, we are without authority to make independent findings of fact, In re Caldwell, 851 F.2d 852, 857 (6th Cir.1988), and review the bankruptcy court’s fact-findings under the clearly erroneous standard. See Archer v. Macomb County Bank, 853 F.2d 497, 499 (6th Cir.1988); Bankruptcy Rule 8013. However, we review a bankruptcy court’s conclusions of law under the de novo standard. In re Caldwell, 851 F.2d at 857.
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RYAN, Circuit Judge.
Plaintiff Ciba-Geigy Corporation brought an action in bankruptcy court seeking a declaration that certain Ciba-Geigy-manufactured herbicide located on the premises of debtor Flo-Lizer, Inc. was not part of the bankruptcy estate. The bankruptcy court declined to issue such a declaratory judgment, and Ciba-Geigy appeals the district court order affirming the bankruptcy court decision. 121 BR 324.
The issue before us on appeal is whether the herbicide constitutes part of the bankruptcy estate under federal bankruptcy law and Ohio commercial law. We conclude that the herbicide is part of the estate, and affirm.
I.
Ciba-Geigy manufactured certain agricultural herbicides which its dealers, including Flo-Lizer, sold at retail. Flo-Lizer was in the business of selling such agricultural supplies and was not known by its creditors to be primarily engaged in selling goods belonging to other parties; rather, Flo-Lizer usually sold the supplies under its own name. Kova, Inc. was a distributor of Ciba-Geigy agricultural chemicals, including herbicides. Flo-Lizer purchased Ciba-Geigy-manufactured products from authorized Ciba-Geigy distributors, including Kova, Inc., rather than directly from Ciba-Geigy. However, Ciba-Geigy employees worked regularly with Flo-Lizer in order to promote its purchase and sale of Ciba-Geigy-manufactured supplies.
On October 19, 1984, Flo-Lizer and Ban-que Paribas entered into an agreement under which Banque Paribas loaned Flo-Lizer $7,500,000 and took a security interest in Flo-Lizer’s inventory, including herbicides. The security agreement apparently covered after acquired as well as presently held inventory. Banque Paribas perfected its security interest in the inventory by properly filing financing statements in the appropriate record offices.
During January and February 1986, a quantity of Ciba-Geigy-manufactured herbicide was shipped to Flo-Lizer and placed in sealed storage containers at Flo-Lizer’s place of business. Accompanying bills of lading stated that the herbicide was sold to “Ciba-Geigy c/o Kova Fert. Inc.” and shipped to “Ciba-Geigy c/o Flo-Lizer.” Contemporaneously Ciba-Geigy filed financing statements against Kova covering “AGRICULTURAL CHEMICALS MANUFACTURED BY CIBA-GEIGY ... AT FLO-LIZER ... UNTIL SALE OR RETURN”; however, Ciba-Geigy filed no financing statements against Flo-Lizer. [1239]*1239Following placement of the herbicide in the sealed containers, Ciba-Geigy paid Flo-Liz-er “storage and incentive payments.”
On December 18, 1985, Banque Paribas demanded payment of its loan in full. Flo-Lizer lacked funds to repay the loan, and on February 19, 1986, Flo-Lizer and Ban-que Paribas amended the security agreement to reduce the credit line to $3,000,000 and to provide for the repayment of the entire indebtedness by June 30, 1986. In late February, Flo-Lizer employee Rodney Doyle telephoned Kova employee Rodney Bauer to request Kova to invoice Flo-Lizer for the herbicide. Later Flo-Lizer employee Keith Halley telephoned Bauer to make the same request, but Kova issued no invoice. Prior to the telephone calls, Flo-Lizer did not list the herbicide in the “borrowing base certificate” issued to Banque Paribas. Following the telephone calls, Flo-Lizer increased the amount of the assets shown in the borrowing base certificate by an amount approximating the value of the herbicide. However, Flo-Lizer never paid for the herbicide and never entered a corresponding account payable in its books.
Flo-Lizer’s financial difficulties continued. Kova declined to extend credit, and in March Kova picked up some supplies previously delivered to Flo-Lizer but did not retrieve the herbicide. On April 30, 1986, Flo-Lizer filed a petition for protection under Chapter 11 of the Bankruptcy Code, Title 11 of the U.S.Code, and Flo-Lizer now functions as debtor-in-possession. Ciba-Geigy brought action in the bankruptcy court seeking a declaratory judgment that the herbicide was not part of the bankruptcy estate, and also named Banque Paribas as a defendant. Banque Paribas filed a counterclaim, and the Unsecured Creditors Committee intervened in the action to protect its members’ interests.
Relying on language of the underlying sales agreement among Ciba-Geigy, Kova, and Flo-Lizer, and of the bills of lading, Ciba-Geigy argued that it shipped the herbicide to itself (Ciba-Geigy) and that Flo-Lizer therefore never acquired title to, or power to encumber, the herbicide. Flo-Lizer responded that it either 1) acquired title as a result of the parties’ prior course of dealing, or 2) acquired a property-like interest on behalf of its creditors because the arrangement was a deemed “sale or return” governed by Ohio Rev.Code Ann. § 1302.39 (U.C.C. § 2-326).
Following trial, the bankruptcy court entered the following findings of fact supplementing the facts established by stipulation of the parties:
Prior to January 1986, Flo-Lizer calculated a quantity of herbicides which it felt certain could be sold in the growing season of 1986. It notified KOVA of that quantity. In January and February of 1986, approximately $500,000 worth of herbicides were delivered by CIBA-Gei-gy into sealed chemical tanks located on four separate locations of [Flo-Lizer].
CIBA-Geigy asserts that the purpose of the delivery was not for the sale of goods, but for warehousing needs of CIBA-Geigy. The facts do not bear this out. First, CIBA-Geigy employed sales persons that encouraged Flo-Lizer to receive goods. If the arrangement were purely warehousing, one would assume Flo-Lizer would lobby CIBA-Geigy for their warehousing needs, not vice-versa. Secondly, the quantity delivered to Flo-Lizer was not determined by the warehousing needs of CIBA-Geigy, but the sales needs of Flo-Lizer. When CIBA-Geigy ships the amount of goods that Flo-Lizer calculates it can sell, the shipment appears to the world to be for sale. CIBA-Geigy also points out that a warehousing fee was paid to Flo-Lizer. This fee amounted to no more than a sales incentive, for it was testified at trial that the fee payment would continue even after CIBA-Geigy would have considered the goods sold.
The bankruptcy court entered judgment for the debtor in Ciba-Geigy’s declaratory action and entered judgment for Ciba-Gei-gy on Banque Paribas’ counterclaim. Ciba-Geigy appealed to the district court, which affirmed the judgment of the bankruptcy court. Ciba-Geigy now appeals.
[1240]*1240II.
In an appeal from a district court’s review of a bankruptcy court’s decision, we independently review the bankruptcy court’s decision. Cf. In re Sublett, 895 F.2d 1381, 1384 (11th Cir.1990); In re Commercial Western Finance Corp., 761 F.2d 1329, 1333 (9th Cir.1985). However, we are without authority to make independent findings of fact, In re Caldwell, 851 F.2d 852, 857 (6th Cir.1988), and review the bankruptcy court’s fact-findings under the clearly erroneous standard. See Archer v. Macomb County Bank, 853 F.2d 497, 499 (6th Cir.1988); Bankruptcy Rule 8013. However, we review a bankruptcy court’s conclusions of law under the de novo standard. In re Caldwell, 851 F.2d at 857.
A.
U.C.C. § 2-326
Defendants and the courts below base their conclusions primarily upon section 2-326 of the Ohio Uniform Commercial Code which provides, in pertinent part:
(A) Unless otherwise agreed, if delivered goods may be returned by the buyer even though they conform to the contract, the transaction is:
(1) a “sale on approval” if the goods are delivered primarily for use, and
(2) a “sale or return” if the goods are delivered primarily for resale.
(B) Except as provided in division (C) of this section, goods held on approval are not subject to the claims of the buyer’s creditors until acceptance; goods held on sale or return are subject to [claims of the buyer’s creditors] while in the buyer’s possession.
(C) Where goods are delivered to a person for sale and such person maintains a place of business at which he deals in goods of the kind involved, under a name other than the name of the person making delivery, then with respect to claims of creditors of the person conducting the business, the goods are deemed to be on sale or return. The provisions of this division are applicable even though an agreement purports to reserve title to the person making delivery until payment or resale or uses such words as “on consignment” or “on memorandum.” However, this division is not applicable if the person making delivery:
(1) complies with an applicable law providing for a consignor’s interest or the like to be evidenced by a sign, or
(2) establishes that the person conducting the business is generally known by his creditors to be substantially engaged in selling the goods of others, or
(3) complies with the [appropriate] filing provisions.
Ohio Rev.Code Ann. § 1302.39 (emphasis added).
Subsection C protects the interests of unsuspecting third parties who might extend credit to a firm in the belief that it had the power to convey, if and when needed, a security interest in goods obtained and stored as described in section 1302.39(C). See Allsop v. Ernst, 20 B.R. 627, 630-31 (Bankr.S.D.Oh.1982). Indeed, where a firm keeps on its premises goods of the kind that the firm typically sells under a name different from the name of the firm’s supplier, a prospective third-party creditor quite logically infers on the basis of appearances that the firm has the power to convey an interest in the goods as security for a loan. Section 2-326 furthers the Uniform Commercial Code goal of efficient commercial transactions by allowing all prospective creditors to safely rely on this logical inference without first undertaking time-consuming and costly searches for secret agreements purporting to deprive the firm of the power to subject such goods to third-party claims.
The section specifically provides that its terms control despite any agreement purporting to reserve title to the supplier until payment or resale, and despite any agreement using phrases such as “on consignment” or “on memorandum.” In our view, this provision underscores the Uniform Commercial Code principle that clandestine artifices do not provide third parties with fair and binding notice of a supplier’s in[1241]*1241tent to deprive a firm of the power to subject goods at its place of business to creditors’ claims. Of course, potential creditors will have fair notice of such agreements where the supplier causes the firm to display a legally required sign revealing the agreement, where the firm is generally known by its creditors to be in the business of selling property not its own, or where the supplier files a notice in the appropriate record office(s). Accordingly, section 2-326 denies protection to third-party creditors who extend credit under such circumstances in reliance upon a potential claim to the goods.
In short, section 2-326 “resolves all rea-' sonable doubts as to the nature of the transaction in favor of the general creditors of the buyer.” Ohio Rev.Code Ann. § 1302.39 (official comment no. 2). Significantly, the section operates to protect a firm’s unsuspecting third parties even though the firm may never have obtained an ownership interest in the goods. See Sussen Rubber Co. v. Hertz, Trustee, 19 Ohio App.2d 1, 6, 48 O.O.2d 12, 249 N.E.2d 65 (Ohio Ct.App.1969). Here Ciba-Geigy failed to take any of the statutorily specified actions to provide Banque Paribas and other creditors with fair notice that they could not safely rely upon the herbicide as security, or potential security, for credit extended to Flo-Lizer. Consequently, under the facts as stipulated and as found by the bankruptcy court after trial, section 2-326 applies directly and dictates that the herbicide (or its proceeds) stand subject to the claims of Flo-Lizer’s creditors as part of the bankruptcy estate. See In re Fisher, 100 B.R. 351, 354-55 (Bankr.S.D.Oh.), opinion amended, 101 B.R. 507 (1989); see also In re Chimneys, Chimes ’N Chairs, Inc., 17 B.R. 776, 780 (Bankr.N.D.Oh. 1982).1
B.
U.C.C. § 2-505
In arguing that section 2-326 does not govern here, Ciba-Geigy relies principally upon section 2-505 of the Ohio Uniform Commercial Code which provides, in pertinent part:
(A) Where the seller has identified goods to the contract by or before shipment:
(2) a non-negotiable bill of lading to himself [the seller] or his nominee reserves possession of the goods as security but except in a case of conditional delivery as provided in section 1302.51 of the Revised Code, a nonnegotiable bill of lading naming the buyer as consignee reserves no security interest even though the seller retains possession of the bill of lading.
Ohio Rev.Code Ann. § 1302.49(A)(2) (emphasis added). Under the facts as stipulated and as found by the bankruptcy court, the language of the bills of lading which accompanied the herbicide makes section 2-505 applicable here.
Ciba-Geigy correctly notes that by its own terms section 2-326 applies only while the goods are “in the buyer’s possession.” Ciba-Geigy then argues that because it continued to “technically possess” the herbicide by virtue of 2-505, section 2-326 does not protect Flo-Lizer’s creditors. This argument ignores the fact that the security interest reserved to the seller under section 1302.49(A) is “restricted to securing payment or performance by the buyer_” See Ohio Rev.Code Ann. § 1302.49 (official comment no. 1) (emphasis added). This restriction reveals that the section was not intended to limit the rights of third parties, such as Flo-Lizer’s other creditors, and consequently does not apply here. Moreover, since the code provides no [1242]*1242definition of “possession,” the word as used in section 2-326 must refer to possession as commonly understood by commercial actors, not “possession” in some hyper-technical sense implied by the phrase “reserves possession ... as security,” which appears in a section addressing buyer-seller conflicts unrelated to section 2-326 concerns. Additionally, section 2-326’s purpose is to protect the rights of third parties, and it thus is likely that the drafters used the term “possession” to signify something readily observable by reasonably cautious third parties.2
The specific language of the non-negotiable bills of lading, plainly contrived in anticipation of litigation, is not readily verifiable by third-party creditors and therefore does not determine the issue of possession. By contrast, the presence of the herbicide in tanks owned or leased by Flo-Lizer, on land owned or leased by Flo-Lizer, free of any disclaimers regarding Flo-Lizer's ownership, was readily observable by prospective third-party creditors and therefore governs the issue of possession.
Accordingly, we conclude that section 2-505 does not confer upon Ciba-Geigy unencumbered ownership of the herbicide free of the claims of Flo-Lizer’s creditors. Ciba-Geigy suggests that such conclusions impose an unfair hardship upon the corporation because it allegedly did not intend to sell the herbicide to Flo-Lizer and because it now may neither retrieve the herbicide nor recover payment for it. As a sophisticated commercial actor, however, Ciba-Geigy was aware that it could forestall such calamities by taking the relatively inexpensive step of filing appropriate financing statements. Having failed to take this measure, Ciba-Geigy must join Flo-Lizer’s other general creditors in relying upon whatever estate assets may remain after satisfaction of Flo-Lizer’s secured and other priority creditors.
III.
For the foregoing reasons, the district court’s order sustaining the bankruptcy court’s judgment for Flo-Lizer’s creditors as intervenors and for Flo-Lizer as debtor-in-possession is AFFIRMED.