Proforma invoice vs commercial invoice: what to sign, what to check

A proforma invoice is the seller’s preliminary commercial offer: price, specification and delivery terms, issued before production starts and before any payment is made. A commercial invoice is the official document for goods already shipped, used as the basis for customs clearance and accounting. Confusing the two is not a minor semantic issue — it is exactly at the seam between these two documents that money is most often lost: paid to the wrong account, rejected over a mismatch under a letter of credit, or held up at customs because of a discrepancy.

Below is what to sign at each stage of a deal, what to verify before payment and before clearance, and exactly where buyers lose money in practice.

Proforma invoice: what it is and when you need it

A factory sends a proforma in response to an inquiry or after the specification is agreed — before anything has been produced. It is not an accounting document or a strict financial obligation, but a written offer with price, Incoterms, a validity period (typically 7–15 days) and bank details for payment.

A proforma is needed in three situations:

• To wire a deposit. A bank requires a basis for an international payment — a proforma with the amount, bank details and payment purpose serves that role.
• To open a letter of credit (L/C). The L/C terms are drafted directly from the proforma’s figures — price, quantity, delivery terms.
• To pre-calculate budget and duty. A proforma lets you estimate the real landed cost, including shipping and duty, before any money moves.

A proforma can change several times during negotiation — that is normal, since it is not final. It only becomes final once both sides confirm the figures and a contract is signed or a payment is sent on that basis.

Commercial invoice: what it is and when it is issued

A factory issues the commercial invoice for the batch actually produced and shipped — after inspection, right before or at the moment of container loading. Unlike a proforma, this is an official shipping document: it travels together with the packing list and bill of lading, and customs uses it to determine the customs value of the shipment.

Mandatory elements of a commercial invoice:

• an invoice number and date unique to this shipment;
• the full name and details of seller and buyer, matching the contract;
• an exact description of the goods, quantity and unit price — matching the packing list;
• Incoterms with a named city/port (for example, FOB Ningbo);
• the total amount and currency of the deal;
• the sender company’s official stamp (chop) — without it, neither a bank nor customs will accept the document in practice.

Proforma vs commercial invoice: how they differ

What to check in the proforma before paying a deposit

• Legal name and bank details must match the factory’s business license and the contract — not a manager’s personal account. This is the single biggest risk point for paying a Chinese supplier safely: fraudsters most often swap bank details in correspondence around the proforma, sending an “updated” invoice from a compromised mailbox.
• Incoterms stated with a named location — FOB with a port, not a bare “FOB” without a city: this determines what is already in the price and what gets added on top.
• Unit price × quantity = total — an arithmetic error in the proforma often carries straight over into the final invoice if it is not caught early.
• Price validity period — the proforma’s currency and how long the quote holds: raw material and freight prices move, and the factory is entitled to re-quote once the validity period lapses.
• Payment schedule spelled out explicitly — the typical 30% deposit / 70% after pre-shipment inspection split should appear in the proforma with the exact same figures as in the contract.

What to check in the commercial invoice before customs clearance

• Full match with the packing list — number of pieces, weight, volume. A mismatch in weight or carton count is a common reason customs holds a shipment for extra inspection.
• A real, not understated, value. The invoice value is the basis for duty and VAT; it also caps the insurance payout if cargo is damaged in transit — an “economical” understated figure hurts you first if a claim ever comes up.
• Incoterms match the contract and the proforma. A mismatch (say, FOB in the proforma but EXW suddenly appearing in the final invoice) shifts the cost structure and can mean part of the logistics the seller was supposed to cover has landed on you without warning.
• An HS code stated, or at least a precise enough description, for your broker to determine the correct code — Chinese suppliers often write a code from their own domestic nomenclature, which does not match the HS code used in the destination country.
• The sender company’s stamp and correct details for both parties — without it, the document can be challenged as a basis for clearance.

Case: a $400 mismatch that held a shipment for two weeks

A UAE-based importer ordered a lighting batch worth $18,000 on FOB Guangzhou terms. The proforma against which the deposit was paid stated exactly that amount and the FOB term. When it was time to ship, the factory sent a commercial invoice for $17,600 — $400 lower, explained as a “discount for prompt payment of the balance” that had never been discussed or put in writing.

The problem was not the discount itself, but that the buyer’s bank, which had an L/C line open for the original amount, refused to accept the documents because they no longer matched the L/C terms — under UCP 600, a bank must reject documents for any discrepancy, however “favourable” it looks. The cargo sat at the port of origin for two weeks while the parties reissued the invoice and re-cleared the documents with the bank — the resulting delay and demurrage cost far more than the “discount” ever saved.

Where money actually gets lost

1. Swapped bank details in correspondence around the proforma — the costliest mistake; the money goes to a fraudster and is gone for good. Verify any change of bank details through a separate communication channel only.
2. A figure mismatch between the proforma an L/C was opened against and the final invoice — under documentary credit rules, a bank rejects payment for any discrepancy, even one that seems to favour you.
3. An understated invoice value — saving on duty turns into a back-assessment, a penalty, and a spot on customs’ risk list.
4. Mismatched Incoterms between the proforma and the final invoice — a chunk of logistics you had not budgeted for lands on you after the goods have already shipped.
5. An invoice without a company stamp or with details that do not match the business license — a bank or customs will not accept the document, and the shipment stalls.

Proforma and commercial invoices, checked by Dream View

Dream View works as a sourcing agent for a fixed 10% commission on order value: we check the proforma against the contract before any deposit is wired, verify the factory’s bank details against its official business license, and make sure the final commercial invoice matches the packing list and agreed Incoterms down to the last figure before shipment.

Got a proforma from a factory and are not sure it is correct? Send it to orders@dreamviewchina.com or via Telegram t.me/dreamviewchina — we will check the figures, bank details and terms for free before you send any money.