A purchase order (PO) is the boutique buyer's order. An order confirmation is the brand's written yes, restating items, prices, ship window and terms. An invoice is the brand's request for payment, sent with or after shipment and carrying the PO number and payment terms. A packing slip lists what is in the box, normally without prices. A proforma invoice is a quote in invoice format, not a payment request.

This page is for brands taking wholesale orders from boutiques in the US. For the bigger picture, see how to start selling wholesale.

Key takeaways

• The boutique sends the PO. You send the confirmation, packing slip and invoice.
• If a buyer emails or texts an order, confirm it in writing and ask them to reply.
• Invoice with or after shipment, and include the buyer's PO number and your payment terms.
• Get your terms accepted before the first order. Fix issued invoices with credit notes.

What are the wholesale order documents, in order?

The buyer sends the purchase order. The brand sends everything else, in this order:

A quote, or a price on your wholesale price list, usually invites an order rather than making one.

What is a purchase order, and what if the boutique emails instead?

A purchase order is the buyer's written order. It usually carries a unique PO number, the items, quantities, unit prices, ship-to address, requested ship window and the payment terms the buyer expects. Department stores and chains send POs from their own systems and expect to see that PO number on your invoice.

Many independent boutiques never send a formal PO. They email a list, text a photo of a marked-up line sheet, or fill in your order form. Treat that message as the order, then:

1. Restate it in a written confirmation: items, quantities, prices, ship window, payment terms and exceptions.
2. Ask the buyer to reply approving it.
3. Give it a reference number and repeat that number on every later document.

Once the buyer approves it, the confirmation does the job of a PO.

Is an order confirmation the same as an invoice?

No. An order confirmation, also called an order acknowledgement, is your written acceptance of the order. It restates what you will ship and on what terms. It also flags exceptions such as backordered styles or substitutions. A confirmation doesn't ask the buyer to pay. An invoice does.

A sales order is usually the seller's internal record of the accepted order. It is the version that drives stock allocation, picking and packing. The confirmation is the copy of that order the buyer sees. Whatever your system calls it, the buyer should have your acceptance in writing before you ship.

When should you send the invoice?

Send the invoice with the shipment or after it, so the buyer is billed for what actually shipped. Prepaid and deposit orders are the exception.

A wholesale invoice should show your invoice number and date, the buyer's PO number or your order number, payment terms and the due date (how net 30 and other terms work), bill-to and ship-to addresses, line items with quantities, units and unit prices, freight, and any sales tax. Whether you charge sales tax usually depends on the boutique's resale certificate. See resale certificates and sales tax.

Sometimes something changes after you invoice: a return, a short shipment or a price correction. Issue a credit note instead of editing the invoice, so both sides' records still match.

What goes on a packing slip?

A packing slip lists what is in the box so the boutique can check the delivery when it arrives. It shows the order or PO number, the ship-to address, and each style, size, color and quantity shipped, plus anything backordered. It normally leaves prices off, because the person unpacking the box doesn't need them. For carriers and packing, see how to ship wholesale orders.

What is a proforma invoice?

A proforma invoice is a quote laid out like an invoice. It shows what the final invoice will say, so the buyer can approve or prepay the order. It is not a payment request and should say so. A deposit invoice is different: it bills part of the order, and the final invoice shows the balance.

Whose terms apply to the order?

Usually the terms both sides agreed to, which is why you should settle yours before the first order. Sales of goods fall under Article 2 of the Uniform Commercial Code (UCC), and each state enacts its own version.

A PO is generally the buyer's offer. It can become binding when you accept it or ship against it. Your confirmation can accept the PO. It can also act as a counteroffer if it accepts only on your own terms. When the two sides' forms conflict, the conflicting terms can drop out. Shipping the goods can still form a contract, with default rules filling the gaps. So get your minimums, payment terms and returns policy accepted before the first order. Printing them only on the confirmation may not be enough.

Confirming in writing helps in one more way. Between merchants, a written confirmation you send generally satisfies the writing requirement for a sale of $500 or more against the buyer. That holds unless the buyer objects in writing within 10 days. State law varies, so ask a lawyer to review your terms of sale.

How does this work in an order form and invoice flow?

In Brandboom, one shared order plays the purchase order role. The buyer can place it on your order form, or you or your sales rep can write it for them. The buyer, the rep and the brand all see the same order at the same time, so everyone works from one version. Each order moves through three statuses:

1. Open: a draft, which can serve as your quote.
2. Processing: the buyer has placed the order, and both sides get an email confirmation.
3. Complete: you have verified the order. Marking it Complete is your confirmation.

You create invoices from Complete orders and send them to the buyer. One order can have more than one invoice. Packing slips print from those invoices. You can revise a placed order, and Order History keeps the change notes. You can also reopen it so the buyer can edit it.

Your terms sit on the order form, where the buyer sees them before ordering. The form holds Terms of Sale, return policy text, a payment-terms dropdown, an optional buyer signature, order minimums, order numbering and up to three custom fields. If you invoice from accounting software, orders export to QuickBooks or CSV.

Frequently asked questions

Can a purchase order be used as an invoice?

No. A purchase order is the buyer's request to buy, and it doesn't ask anyone for payment. The brand issues the invoice, usually with or after shipment, and puts the buyer's PO number on it. That number lets the buyer match the invoice to the order before paying.

What comes first, the purchase order or the invoice?

The purchase order. The buyer sends a PO or an emailed order, you confirm it, you ship, and then you invoice. Prepaid and deposit orders are the exception: you send a proforma or deposit invoice before shipping. Even then, the final invoice follows the shipment and shows what has already been paid.

Is a purchase order a binding contract?

Usually not by itself. A PO is generally the buyer's offer. It can become binding when you accept it, for example with a written confirmation, or when you ship against it. Which terms apply then depends on what both sides agreed and on your state's version of the Uniform Commercial Code. Have a lawyer review your terms of sale.