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What is a Proforma Invoice and How Does It Differ from a Commercial Invoice?

12/04/2025

A proforma invoice is a preliminary bill of sale, not a request for payment, used to establish a formal agreement on costs before goods or services are delivered. It is essential for international shipments and ongoing sales negotiations, providing a clear cost breakdown for both buyer and seller.

What is a Proforma Invoice and When Should You Use One?

A proforma invoice is a billing document provided to a client before the delivery of goods or services. Unlike a commercial invoice (which demands payment), its primary purpose is to outline projected costs, terms, and shipment details. This document is not a legally binding demand for payment and is therefore not recorded in official accounting books. According to international trade standards, such as those outlined by the International Chamber of Commerce (ICC), proforma invoices are critical for customs declarations, as they declare the value of shipped goods. Based on our assessment experience, the two most common use cases are:

  • Finalizing Sales Negotiations: It acts as a good-faith estimate, allowing buyers to review terms and costs before committing to a purchase.
  • Facilitating International Shipping: Customs authorities require a detailed description of goods, their value, and associated fees, which a proforma invoice provides.

How to Create a Proforma Invoice in 5 Steps?

Creating a thorough proforma invoice minimizes misunderstandings and streamlines the sales process. Here is a structured approach:

  1. Calculate All Itemized Costs: Begin by determining the cost for each product or service. Crucially, factor in all ancillary expenses such as shipping, insurance, customs duties, and taxes. Transparency at this stage builds trust with the purchaser.
  2. Include Basic Business Information: Clearly state the contact details for both the seller (your company's name, address, and contact information) and the buyer. Also, include the invoice issue date and a clearly stated expiration date.
  3. List Items with Detailed Descriptions: Accurately list each item, including a brief description, quantity, price per unit, and the total cost for that line item. For international shipments, you must include the country of origin for each product.
  4. Define the Terms of the Agreement: Specify critical terms such as the currency for payment (e.g., USD, EUR), incoterms (e.g., FOB, CIF) defining shipping and insurance responsibilities, and the preferred payment method.
  5. Finalize the Agreement: Once the buyer agrees to the terms outlined in the proforma invoice, you can proceed with the shipment or service delivery. After fulfillment, you will issue a formal commercial invoice to request payment.

What is the Main Difference Between a Proforma and a Commercial Invoice?

The key distinction lies in their legal and accounting status. The following table outlines the core differences:

FeatureProforma InvoiceCommercial Invoice
PurposePreliminary cost estimate; for customs and agreementsOfficial request for payment for goods/services delivered
Legal StatusNot a legally binding request for paymentLegally binding billing document
Accounting RecordNot recorded in accounting booksRecorded as accounts receivable/payable
Payment RequestDoes not request paymentExplicitly requests payment

The proforma invoice defines the expected terms, while the commercial invoice finalizes the actual transaction. It is critical to note that a proforma invoice is used for ongoing sales where terms can change.

What Are Best Practices for an Effective Proforma Invoice?

To ensure your proforma invoice is professional and effective, consider these tips:

  • Prioritize Detail and Accuracy: List every item and cost component. Double-check all calculations, quantities, and contact information. An accurate invoice prevents delays and builds credibility.
  • Customize for Brand Consistency: Even when using a template, incorporate your company’s branding, such as logos and color schemes. This presents a professional image.
  • Proofread Meticulously: Before sending, proofread the entire document for spelling errors and numerical mistakes. Ensure the terms are clear and unambiguous.

In summary, a proforma invoice is an indispensable tool for international trade and sales negotiations. By providing a detailed, non-binding cost breakdown, it fosters transparency and agreement between parties before a final sale is concluded. Remember to be thorough, accurate, and clear in all details to ensure a smooth transaction process.

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