Proforma vs commercial invoice: what each one is for, and which one customs uses
The proforma sets your deposit and your landed-cost estimate. The commercial invoice sets customs value and the final payable. Reconcile the two.
Short answer: A proforma invoice is the supplier's offer, and it is what your deposit and your landed-cost estimate are built on. The commercial invoice records the sale that happened, and it is the document your customs entry and your final payment run on.
A proforma invoice is the supplier's offer, written before there is a shipment: this price, this quantity, these terms. A commercial invoice records the sale that happened, and it is the document your customs entry runs on. CBP requires a commercial invoice for each shipment of merchandise (19 CFR 141.83), filed at the time the entry summary is filed (19 CFR 141.81).
Why it matters: you wire a deposit against the first document and you declare a value from the second. When the quantity or the price moved in between, the gap becomes an overpayment to your supplier, a value you have to go back and correct, or both.
What each document is doing
| Proforma invoice | Commercial invoice | |
|---|---|---|
| Written | Before production, once the quote is agreed | When the goods ship |
| Says | What the supplier will sell, at what price, on what terms | What the supplier sold, and what is now owed |
| Drives | The deposit, the internal approval, the landed-cost estimate | Customs value, duty, the final payable |
| Still moves? | Until the order is confirmed, and sometimes after | Only through a revised invoice or a credit note |
| At the entry | Only in the cases the regulations list | Yes, it is the entry document |
The two often look identical, because most suppliers produce them from the same template with one word changed. The difference is tense. One is a promise, the other is a record, and only the record can be checked against a container.
If you pay by documentary credit, the proforma does one more job: its terms are what the credit is opened against. The bank then pays against documents, and ICC's guidance recommends keeping those to an invoice and a transport document. Whatever the proforma puts into the credit, the commercial invoice has to repeat.
Why "pro forma" means something narrower to CBP
In supplier practice the proforma is the seller's document. In the customs regulations it is the importer's. Where a commercial invoice is not available, the filer may submit a pro forma or substitute invoice carrying information adequate for the examination of the merchandise and the determination of duties (19 CFR 141.83).
The form in 19 CFR 141.85 is a declaration by the importer, not by the seller. It opens: "Not being in possession of a commercial seller's or shipper's invoice I request that you accept the statement of value or the price paid in the form of an invoice submitted below." It asks the filer to check where the stated value came from (the price paid, the exporter's advice, earlier shipments, knowledge of the export or U.S. market, CBP's own advice), to say which charges are included in the price, and to promise: "If any other invoice is received, I will immediately file it with an authorized CBP official."
The shipments that can enter this way are listed and specific: merchandise not intended for sale in its imported condition, goods returned after repair, shipments consigned to U.S. government agencies, appraisement entries, temporary importations under bond, vessel equipment and supplies, and a handful of others. A normal purchase from a normal supplier is not on the list. So when someone on your team says the broker can just use the proforma, find out which of the two meanings they have in mind, and confirm with your customs broker which document they expect and when.
What the commercial invoice has to contain
19 CFR 141.86 sets the fields. The ones that cause arguments on Latin-American lanes:
- Charges itemized by name and amount, including freight, insurance and commission. One CIF total with no breakdown is not what the rule asks for, and it is also unusable for landed cost.
- The purchase price of each item in the currency of the purchase, and which currency that is.
- Quantities in the weights and measures of the country of shipment, which is why an invoice from Barranquilla reads in kilos while your warehouse counts pounds.
- Rebates, drawbacks and bounties, separately itemized, along with every discount from the list or base price.
- Country of origin, which is not the same field as the country the goods shipped from.
- Goods or services you furnished for production: dies, molds, tools, engineering work. These are the assists importers forget they provided, and they belong in the customs value.
- English, or an accurate English translation attached.
- A named responsible employee of the exporter who has knowledge of the transaction, so there is someone to ask.
Which number customs actually values
Imported goods are appraised on transaction value first: the price actually paid or payable for the merchandise when sold for exportation to the United States, plus the statutory additions (19 USC 1401a). That price is the total payment the buyer makes to or for the benefit of the seller, directly or indirectly, with international freight and insurance left out.
That definition has two consequences for this pair of documents.
The deposit is part of the price. The price actually paid or payable is taken "without regard to its method of derivation" (19 CFR 152.103), so a 30% wire in March and a 70% wire in May are one price, not two. If the commercial invoice shows only the balance due at shipment, the value on your entry is short by the deposit. The entry is made on your declaration, and the importer of record is required to use reasonable care in making it (19 USC 1484).
The invoice total is where the valuation starts rather than where it lands. Packing costs, selling commissions, assists, royalties or license fees, and any resale proceeds that go back to the seller are added to the price. Your broker prepares the entry from the documents you hand over, and only learns about the tooling you paid for on a separate wire if you mention it. How your invoices and payments should be presented is a question for your customs broker, before the first entry rather than after the fifth.
Reconciling the deposit against the final invoice
Illustrative figures. A supplier confirms 1,200 units at $18.40 and takes a 30% deposit. Production runs short, and 1,160 units ship.
| Step | Document | Amount |
|---|---|---|
| Order confirmed | Proforma, 1,200 units at $18.40 | $22,080 |
| Deposit wired, 30% of the proforma | Payment | $6,624 |
| Shipment invoiced | Commercial invoice, 1,160 units at $18.40 | $21,344 |
| Balance actually due | Commercial invoice less deposit | $14,720 |
| Balance if accounts payable sends "the other 70%" | Proforma at 70% | $15,456 |
| Overpaid | $736 |
Nothing in the paperwork flags the $736 — both numbers trace back to a real document. What catches it is a three-way match before the balance leaves: proforma against commercial invoice against the counted receipt, with the invoice rather than the percentage as the thing you pay.
The receipt count earns its keep twice. It sets the balance here, and it sets the divisor in the 7-Line Landed Cost Formula, where those 40 units would otherwise spread the container's freight and duty across stock that never arrived.
When the quantity or the price changes between the two
| What changed | The payable | The entry |
|---|---|---|
| Fewer units shipped than ordered | Pay the commercial invoice; take the deposit difference as a credit or a balance shipment | Declare what shipped |
| Price renegotiated before the goods sail | Ask for a revised proforma, then check that the commercial invoice repeats it | Transaction value takes the agreed price however it was arrived at |
| Supplier grants a discount after the goods land | Record the credit against the supplier | A decrease in price effected after importation is disregarded for customs value |
| Packages missing at arrival | Hold the balance until the shortage is settled | An allowance in duties may be available for lost or missing packages |
| A declared value turns out wrong | Fix the payable to match | A Post Summary Correction is the route |
The third row surprises accounting every time. A credit note that arrives in July for goods that cleared in May reduces what you owe the supplier and does nothing to the duty you already paid: a rebate or other decrease in the price made between buyer and seller after the date of importation is disregarded (19 CFR 152.103). Renegotiate before the goods sail and you move both numbers. Renegotiate after and you move one.
The fourth row has its own procedure. Where packages are lost or missing, an allowance in the assessment of duties can be made if it is established before liquidation becomes final that the merchandise was never permitted, on a claim filed on CBP Form 5931 (19 CFR 158.3). A short shipment that never left the supplier is a different case, and it belongs on the entry rather than in a shortage claim.
And when the declared value itself was wrong, a Post Summary Correction lets the filer correct an accepted entry summary electronically, within 300 days of the date of entry or up to 15 days of the scheduled liquidation date, whichever comes first. Which of these routes fits a given difference is a call for your broker, and the window is not long.
In practice
Pay the invoice, not the percentage. Before the balance wire goes out, put the commercial invoice next to the proforma and the receipt count, and send what the invoice says less what you already sent.
Ask for the commercial invoice when the goods are booked rather than when they arrive. It has to be filed with the entry summary in any case, and reading it early is the cheapest moment to find out that the quantity changed.
Keep both documents against the container instead of in an email thread. When a supplier disputes a balance eight weeks later, the argument is about which version of which document was agreed, and you win it quickly only by having both, dated, in one place. Software that holds proforma and final supplier invoices against the container, the way Clasto does, turns that into one screen instead of three searches. The habit is what matters: the proforma starts the money moving, and the commercial invoice is the only one of the two that anyone else will check.
Step by step
How to reconcile a supplier deposit against the final commercial invoice
- File the proforma with the container when you approve it. Record the confirmed quantity, unit price, Incoterm and deposit percentage as they stood when you released the deposit.
- Ask for the commercial invoice at booking. It has to be filed with the entry summary anyway, and a week of lead time is what lets you catch a changed quantity before you pay.
- Compare the two line by line. Check quantity, unit price, currency, Incoterm and itemized charges. Note every difference rather than netting them off.
- Count the receipt and reconcile three ways. Put the counted receipt quantity next to the invoice and the proforma. A shortage on arrival is a different conversation from a short shipment.
- Pay the invoice less the deposit, not a percentage. The balance is the commercial invoice total minus what you already sent. Paying the remaining percentage of the proforma overpays the supplier whenever quantity or price moved.
- Settle the difference in writing before you close the file. Get a credit note, a balance shipment or a revised invoice. Decide whether the entry also needs correcting, and confirm that with your customs broker.
Frequently asked
Can my broker clear the shipment with the proforma invoice?
Only for the narrow classes of shipment the regulations list, such as goods not intended for sale, returned repairs and temporary importations under bond. An ordinary purchase from an ordinary supplier needs the commercial invoice.
Is a proforma invoice a binding document?
It is an offer. What binds the two sides is the purchase agreement it becomes part of, not the sheet itself, which is why suppliers reissue proformas freely until the order is confirmed.
Which invoice does customs value the goods from?
The commercial invoice, as evidence of the price actually paid or payable. The declared value can still be higher than the invoice total, because packing costs, commissions, assists and royalties are added to it.
What if the commercial invoice shows only the balance left after my deposit?
The customs value is the whole price, deposit included. An invoice that shows only the balance will understate the value on your entry, so ask the supplier to invoice the full amount and show the deposit as a payment against it.
The supplier credited me after the container landed. Do I get duty back?
No. A decrease in the price made after the date of importation is disregarded for customs value, so the duty stands even though what you owe the supplier drops. Record the credit in accounts payable and leave the entry alone.