Proforma Invoice or Commercial Invoice

A proforma invoice looks like a bill and is not one. It is a preview: the price, the quantity, and the description a seller is offering, often so a buyer can open a payment or get an import permit. A commercial invoice is the bill for goods actually sold, used by the buyer, the bank, and customs. Sending the preview where the bill was required is a common way to freeze a clean cargo. What the commercial invoice should contain is covered at https://goodsandgrain.trade/grain-commercial-invoice-contents.

What the proforma is for

Use a proforma when the sale is still being set up. A buyer may need it to arrange a letter of credit, to apply for foreign exchange, or to show a regulator what is coming. It should say proforma on its face so nobody files it as the final debt. The figures can be estimates. A quantity that will flex under a tolerance should look like an estimate, not like a weighed result. Quantity clauses are explained at https://goodsandgrain.trade/reading-a-quantity-clause.

A proforma is also a place to catch a wrong name or a wrong unit before those errors are copied into a credit. It is cheaper to fix a preview than a presentation.

What the commercial invoice is for

The commercial invoice states what was sold, for how much, in which currency, on which delivery term. It should follow the weight that the contract says governs, and it should match the bill of lading and the certificates. Banks pay against this page when a credit says so. Customs may assess duty from it. Neither of them wants the preview with a new date typed at the top.

If the final weight was unknown when you first billed, mark that invoice provisional and follow with a final commercial invoice. Two documents that both look final, with two totals, are how the wrong one gets paid.

Where people swap them

They swap them because the layout is similar and the file name was copied. A credit that arrives based on the proforma will demand the commercial invoice later, with the same names and a description that still matches. If you changed the commodity wording between the two, you created the discrepancy. Read the credit against both pages. Credits are strict about words, as described at https://goodsandgrain.trade/letter-of-credit-grain-sale.

They also swap them in the courier packet. A clerk grabs the proforma because it was the last PDF open. The checklist before a set goes out is there to catch that grab, at https://goodsandgrain.trade/export-document-checklist.

Numbers that are allowed to change

A proforma may use a planned quantity. The commercial invoice should use the weighed quantity, inside the contract tolerance. Price per unit might be fixed while the total moves with weight. Show the arithmetic. A total that changed with no explanation looks like a new price, and a new price looks like a dispute.

Currency and Incoterms should not change between the pages unless the contract changed. If they changed, say so in an amendment, not by silent replacement.

Keep two labels and one story

Print the word proforma or the word commercial in the title, not in a footnote. Store them in different places in the file. When someone asks for the invoice, ask which job they are doing. Setting up a credit and collecting payment are different jobs. This distinction is paperwork hygiene, not a legal opinion on your form. If a credit names the exact title, follow the credit.

Frequently asked questions

Can a proforma invoice be presented to the bank for payment?

Not if the credit asks for a commercial invoice. The proforma set up the credit. The commercial invoice is what gets presented.

Should the two documents match exactly?

Names, currency, and description should agree. Quantity and total may move from an estimate to a weighed figure, and the commercial invoice should show that weighed figure.

What if I only have one template?

Then change the title and the status of the numbers on purpose. A single unlabeled invoice will be read as whichever document the reader fears it is not.