Proforma invoice: what it is and the fields it must have

Short answer: a proforma invoice is a quote dressed as an invoice — a document the supplier issues before the sale is final, stating what they'll sell, at what price, under what terms. It is not a request for payment and creates no accounting entry; its jobs are to lock the deal's terms in writing, to let you apply for payment or import financing, and to feed customs pre-checks. You'll request one at deal stage; the commercial invoice — the real bill — comes later, with the shipment.

Proforma vs commercial invoice vs PO

The three documents get confused because they describe the same transaction at different moments:

The flow on a typical first order: you send a PO (the correspondence craft is covered in the purchase order email); the supplier confirms by issuing a proforma invoice matching your PO; you pay the deposit against the proforma; goods ship; the commercial invoice replaces it in the document set — the actual bill, and the document customs values your entry from (the duty mechanics are covered in customs duties for small importers; the invoice-vs-PO comparison lives in its own article).

The proforma's real power for you: it's the terms snapshot. If the commercial invoice later disagrees with the proforma — price moved, quantity shrank, terms changed — the proforma is your evidence of what was agreed. Keep every one.

The 11 fields a proforma invoice must carry

A weak proforma (supplier letterhead, "500 pcs, $2,200, thank you") creates disputes. A complete one prevents them. Check for these fields — and note which ones buyers most often fail to demand:

1. Supplier details — legal name, address, contact. (Standard.)
2. Buyer details — your legal entity and address. (Standard.)
3. Proforma invoice number and date — suppliers number these their own way; a convention like PI-2027-014 works fine for reference in correspondence. (Standard.)
4. Product descriptions — specific enough to identify the goods unambiguously: model numbers, materials, dimensions. "Bottle" is a dispute; "500 ml amber glass bottle, 24 mm neck" is a spec. (Standard, but weak descriptions are the #1 proforma defect in practice.)
5. Quantities and units — units of what: pieces, cartons, cases? A case of 24 vs 12 doubles the order silently. (Often sloppy — pin it.)
6. Unit price and total price — with currency stated explicitly. USD vs RMB matters; even USD quotes should say "USD" because your bank's FX conversion rides on the currency field. (Standard.)
7. Incoterms and named place — "FOB Ningbo" vs "EXW factory" changes who pays for haulage, export clearance, and freight, and where risk transfers. The four terms that matter to small importers are compared in Incoterms for small business. (Frequently missing on first orders — demand it.)
8. Payment terms — deposit percentage and balance trigger: "30% deposit with order, 70% against copy of B/L." This line is the deal's cash timeline. (Standard but worth reading closely — terms mechanics in net-30 payment terms.)
9. Validity date — "prices valid until..." Quotes die fast; the validity date tells you how fast you must decide. (Often missing.)
10. Lead time and shipping window — production time and estimated readiness. This is the supplier's promise in writing — the baseline your measured lead time will be graded against. (Often vague — "25–35 days" is acceptable; "fast" is not.)
11. HS code and country of origin (request these) — the proforma isn't legally required to carry them, but a supplier willing to state them is showing classification confidence, and your broker can pre-check the duty implications before you commit. (Rarely offered unprompted; always worth asking.)

Template line for your own requests — paste this into the email asking for a proforma:

Please issue a proforma invoice including: full product descriptions with model numbers, quantities by unit and case pack, unit and total prices in USD, Incoterms with named place, payment terms (deposit % / balance trigger), price validity date, production lead time, and country of origin.

When suppliers demand one from you

Flip the direction: some buyers need to issue proformas — if you sell wholesale or B2B, a business customer may ask for a proforma before their purchasing department approves the PO or before their finance team pays a deposit. Same document, same fields, mirrored roles. It's a normal request and producing a clean one makes you look like the operation they want to keep buying from. (The wholesale-channel inventory consequences are a different subject — covered separately.)

Where the proforma meets customs and banking

Two practical appearances beyond the deal itself:

• Banking. If you pay via letter of credit or certain bank transfer workflows, the bank often requires a proforma invoice to document the purpose of the payment. It's also commonly requested when applying for financing against a purchase order — the financier wants the deal's terms on paper.
• Customs pre-checks. Freight forwarders and brokers often ask for the proforma at booking stage, before the commercial invoice exists, to quote clearance and estimate duties. The commercial invoice is the document customs actually values the entry from; the proforma just gets the paperwork moving early. (The duty-calculation mechanics — HS code, customs value, fees — are covered in the duty article; the forwarder's role in document assembly is in what a freight forwarder does.)

Common questions

What is a proforma invoice in simple terms? A quote formatted like an invoice, issued by the supplier before the sale completes. It states goods, prices, quantities, shipping terms, and payment terms — everything the deal rests on — but it's not a bill, isn't paid against, and creates no accounting entry. Its purpose is to lock the agreed terms in writing before production and payment start.

Is a proforma invoice legally binding? It sits in a gray zone — generally treated as a statement of intent rather than a binding contract, though it's strong evidence of agreed terms. Treat it as the deal's reference document: if the commercial invoice or the delivered goods disagree with the proforma, the proforma is your record of what was promised. The binding commitments typically live in your PO and the supplier's confirmation.

What's the difference between a proforma invoice and a commercial invoice? The proforma comes before the sale and is not paid; the commercial invoice comes with the shipment, is the actual bill of sale, and is the document customs uses to value your import entry. Same transaction, two moments, different legal weight — and mismatches between them are exactly what you should be checking at receiving.

Do I need a proforma invoice for every order? Formally, no — repeat orders on established terms often skip it. But it's standard on first orders with a new supplier, any order involving deposits or bank financing, and whenever terms changed from the last order. Cheap discipline: request one whenever money leaves your account against a new or changed deal.

What should I check before paying a deposit against a proforma? That quantities and units match your PO, the currency is explicit, Incoterms and named place are stated, payment terms and balance trigger are written, lead time is a date range not an adjective, and the price validity hasn't lapsed. Every one of those fields is a dispute you're not having later — the 11-field checklist above is the audit.

Next step

Pull up your most recent supplier order and check whether you have a proforma on file that matches what you actually received and paid. If the answer is no, add the one-paragraph request above to your PO email template so every future order starts with its terms snapshot.