What are the implications for you of issuing a proforma invoice?

Blog

You are going to make a sale, and the customer asks you to send him a proforma invoice beforehand. What are the implications for you of issuing such an invoice?

Proforma invoices in the sale of a product or service

Some suppliers send their customers a pro forma invoice before delivering the goods or providing the service, and then send the final invoice. It is also common for the customer to request a pro forma invoice (e.g. to ask the bank to finance the transaction).

What are the implications of issuing such an invoice?

What a proforma invoice is not for

It is not an official invoice

Although pro forma invoices usually contain the same data as a normal invoice, they have no value for accounting and tax purposes.

Therefore, you do not have to account for the sale (you will have to do so when the transaction takes place and the final invoice is issued), nor do you have to do anything with the VAT.

The delivery is not a proof of delivery

Nor does the pro forma invoice alone prove that the transaction has taken place.

For example, if a customer does not pay you on the grounds that part of the goods did not reach you, the pro forma invoice will not be sufficient to claim payment, and you will have to provide additional evidence to prove that the delivery actually took place (e.g. the delivery note signed by the customer).

What a pro forma invoice is good for

Commitment of the issuer

However, the pro forma invoice does imply a commitment on the part of the issuer to supply the customer with the goods or services specified in the invoice, at the price and under the terms of payment specified in the invoice.

In other words, you are bound by what is stated on the pro forma invoice, as the pro forma invoice is equivalent to a quotation or offer made to the customer. For example, in a real case where a lawyer sent a pro forma invoice with a lower amount than what he finally stated in the final invoice, the courts only authorised him to charge what he stated in the pro forma invoice.

Caution

Therefore, before sending the pro forma invoice, make sure that you will be able to deliver the goods at the price indicated on the invoice. Also, take care:

If it concerns goods that you do not have in stock, specify the period of validity of your offer (this will avoid the risk of the price of the goods going up, when you have already committed yourself to supplying them at a certain price).

In the case of services, specify in detail the services included in the price and indicate that any additional work will be invoiced separately.

Acceptance of the transaction

On the other hand, since a pro forma invoice is the equivalent of a quotation, use it to make sure that the transaction is closed and accepted by both parties (so that your customer cannot back out by claiming that he never placed the order, or that he did place the order but you never accepted it).

If you do not have additional documentation to prove that the transaction has been accepted by both parties, incorporate text similar to the following in the proforma invoice:

“This proforma invoice reflects the conditions under which the described transaction will be carried out, according to your order dated … (or according to our offer dated …), and constitutes acceptance by both parties of these conditions. (or as per our offer dated …), and constitutes acceptance by both parties of these terms and conditions.

Proforma invoice and exports

Your company has received an order from a foreign customer, who has asked you to send him a proforma invoice. Here are a few things to bear in mind when drawing up the proforma invoice.

This is a common situation, as the proforma invoice has several uses in international sales. For example, if the price of the sale is to be paid by documentary credit, the buyer’s bank usually asks for the proforma invoice to be advanced. In other cases, if the buyer needs some administrative authorisation to import the goods, the Administration of his country will also ask for such an invoice.

Attention! It is therefore reasonable for your customer to ask you for the proforma invoice. However, before issuing it, be aware of a few precautions.

There is no sales contract

When a sale is made, it is not usual to sign a contract with the buyer, as the relationship is usually limited to an order placed by the customer and accepted by you, or a quotation that you send for acceptance by the customer.

Well, a proforma invoice is equivalent to a quotation or offer. Therefore:

You are obliged to supply the goods indicated in the pro forma invoice at the price and under the conditions stated in the pro forma invoice.
Likewise, if the customer accepts your offer, you undertake to accept and pay for the goods.

Therefore, in international sales, the pro forma invoice ends up being the only document in which the conditions of the transaction are stated.

Therefore, when drafting the invoice, make sure that all the terms and conditions you have agreed with your customer are included in the invoice:

Describe in detail the goods to be delivered (name, quantity, place of origin, etc.) and the price. Also state the method and term of payment as well as the currency in which payment is to be made.
Do not forget to indicate the agreed Incoterm, the means of transport and the place and date of delivery.
It is also advisable to indicate which courts will have jurisdiction to settle any disputes that may arise.

THE PERIOD OF VALIDITY SHOULD BE STATED

Costs

As the pro forma invoice is equivalent to an offer, do not forget to indicate until what date it will be valid, so that if the customer does not accept it before that date, you will be released and you will have to renegotiate the terms and conditions of the transaction. Important! Please note:

In international sales some costs can increase significantly in a short period of time (e.g. the price of the transport needed to deliver the goods to the customer’s country).
Therefore, if you do not set a validity date for your offer and these costs increase, you may find that your profit is reduced or even disappears.

Get him to accept it

To avoid potential disputes, make sure that the customer accepts in writing the terms of the sale stated on the pro forma invoice. To do this, if you do not have any other documentation to prove acceptance, send the invoice and ask your customer to sign and return it to you – scanned by e-mail, for example.

Pro forma invoices are very common in foreign sales, as they serve a variety of purposes. Make sure it contains the terms and conditions of sale agreed with the customer, and set a time limit for the validity of these terms.

Is the VAT on a pro forma invoice deductible?

No, but yes

If your company bears VAT and intends to deduct it, the tax authorities will require you to be in possession of the invoice issued by the seller.

However, there are more and more rulings that consider the invoice to be a simple formal requirement to deduct VAT, which can be replaced by other means of proof (Supreme Court, rulings of 26 April 2012 and 30 January 2014, among others).

Other means of proof: Always demand an invoice. However, if you do not receive an invoice, or if it is lost, or if the invoice is defective, do not fail to deduct VAT.

Gather other evidence of the veracity of the transaction (deed or private contract, pro-forma invoices, delivery notes, proof of payment, etc.) and defend your right to deduct.

According to the courts, invoices are not the only valid means of proof available to your company to deduct VAT.