Index
The three documents exchanged between professionals and what each one involves
The proforma: a promise, not an obligation
The purchase order: when to use it and what it must include
The invoice: the only document with a payment obligation
The correct order of the process between used car dealers
When it is reasonable to pay before receiving the invoice
Warning signs before making a bank transfer
What to do if you pay and the car doesn't arrive or isn't what was agreed
Dealcar and documentation for transactions between professionals
Frequently asked questions
The three documents exchanged between professionals and what each one involves
In vehicle sales between professionals, three types of document usually change hands before the money does. Confusion over what commits whom to what, and when the right moment to pay is, is the source of most of the disputes that arise in these transactions.
The proforma is an informative document that describes the vehicle, the price and the terms of the proposed transaction. It is not an invoice, it has no official invoice number and it does not create any legal obligation to pay on its own. Its purpose is to give the buyer the details of the transaction in writing before deciding whether to go ahead.
The purchase order is the document by which the buyer formalises their intention to acquire the vehicle on the terms described. It creates a two-way obligation: the seller commits to reserving and delivering the vehicle, and the buyer commits to paying for it. It is not an invoice, but it is a binding contract if both parties sign it.
The invoice is the tax document that records the completed transaction. It creates the obligation to pay within the agreed period or the default legal period (30 days between businesses under the Late Payment Act). The invoice is issued once the transaction is confirmed, usually at the time the vehicle is delivered or immediately before.
The proforma: a promise, not an obligation
Receiving a proforma doesn't oblige you to pay. It is a document the seller issues so the buyer can see the details of the transaction before committing. The most common mistake is treating the proforma like an invoice and making a transfer with no further documentary backing.
A proforma is useful as a reference for the agreed terms, but it does not replace either the purchase order or the invoice. If you pay with a proforma as your only document and the vehicle doesn't arrive, your claim is harder because there is no contract obliging the seller to deliver it.
The proforma can be used to start reserving the vehicle when there is urgency, but always together with a written communication confirming the reservation and the commitment to deliver. An email or a WhatsApp message from the seller confirming the vehicle is reserved in your name is a minimum extra safeguard before transferring money.
The purchase order: when to use it and what it must include
The purchase order is the document that protects both parties in transactions between professionals. The buyer signs that they want the vehicle on those terms, and the seller signs that they will reserve and deliver it. If one party fails to comply, the other has a document to back up the claim.
What a purchase order must include to have real value: identifying details of both companies (name, tax ID (CIF), address), unambiguous identification of the vehicle (registration and VIN), agreed price, agreed payment method, delivery deadline or collection date, and the terms of the transaction (vehicle condition, documentation included, whether VAT is included or added).
Without those elements, the purchase order is a statement of good intentions that can be hard to enforce in the event of a breach.
The purchase order is also useful when payment is made in two stages: a deposit when confirming the transaction and the rest on delivery. In that case, the order must specify the deposit amount, the outstanding amount and the conditions under which the deposit can be forfeited if the buyer backs out.
Read also how to professionalise stock buying in a dealership.
The invoice: the only document with a payment obligation
The invoice is the only document that creates a payment obligation with full tax and legal backing. It must have an invoice number, date of issue, full details of the issuer and recipient, a description of the vehicle, the taxable base, the VAT rate applied or a statement that REBU applies, and the total amount.
Read the complete REBU guide for car dealerships.
Between businesses in Spain, the legal payment period when no other period has been agreed is 30 days from the invoice date, under Ley 3/2004 on measures to combat late payment. If the contract or the purchase order sets a different period, that period prevails.
The invoice can be issued before the vehicle is delivered (advance invoice or pro forma invoice with an official number) if the parties agree. The usual practice in the sector is to issue it at the time of delivery or in the days immediately after.
If you receive an invoice that hasn't been issued correctly (no number, incomplete issuer details, no indication of the tax scheme applied), you are entitled to ask for it to be corrected before paying. An incorrect invoice can cause problems when deducting the expense or the VAT.
The correct order of the process between used car dealers
The most common and safest process in a transaction between two used car dealers follows this order.
The seller sends the proforma or offer with the vehicle details and the price. The buyer reviews it and, if interested, confirms their interest in writing (email or message) and the purchase order is signed. If the transaction includes a deposit, it is transferred at that point with the signed order as backing. The vehicle is prepared for delivery. At the time of delivery, the seller issues the final invoice. The buyer pays the total amount or the outstanding balance against delivery of the vehicle and all the agreed documentation. The vehicle leaves with its paperwork in order.
This order protects both parties: the seller has the buyer's commitment in writing before reserving the vehicle, and the buyer pays against a formal invoice and delivery of the vehicle, not against a promise.
Read also what documentation you need to import a car into Spain.
When it is reasonable to pay before receiving the invoice
There are situations where paying before the invoice is common and reasonable in the sector, but always with minimum conditions that protect the buyer.
A deposit to reserve a vehicle in high demand that could go to another buyer is common. A reasonable deposit is between 10% and 20% of the transaction price. That deposit must be backed by a signed purchase order specifying the refund conditions if the transaction isn't completed through the seller's fault.
Paying the full amount in advance before receiving the vehicle is much less common between professionals and only makes sense when there is an established relationship of trust with the seller or when the seller is a well-known company with a verifiable track record. In any other case, paying the full amount before receiving the car and the paperwork means taking on an unnecessary risk.
Professional platforms (BCA, Openlane, Autorola) have their own payment processes that may require payment before delivery as a condition of the service. In those cases, protection comes from the contract with the platform and its established claims processes, not from the order of documents between the parties.
Check the comparison of professional car buying platforms.
Warning signs before making a bank transfer
There are patterns that should make you cautious before transferring money in a transaction between professionals, especially if it's the first time you're dealing with that seller.
Pressure to pay before you've seen the vehicle or without having signed any document. Any legitimate seller can wait until the buyer sees the car or signs the order before receiving the money.
A price significantly below the market with no reasonable explanation. A vehicle worth 15,000 euros offered at 10,000 with urgent demand for immediate payment is a clear warning sign. Real opportunities do exist, but such a big gap with no explanation deserves investigation.
See also how to spot problems in a car before buying it.
Details of the selling company that can't be verified: a tax ID (CIF) that doesn't appear in the register, an address that doesn't exist, a phone number that doesn't belong to any company in the sector. Checking the CIF in the Mercantile Register or on the AEAT website is a step that takes two minutes.
Requests for payment by untraceable methods or to third-party accounts. In B2B transactions, payment must always be made by bank transfer to the seller's account, never to personal accounts or informal payment platforms.
What to do if you pay and the car doesn't arrive or isn't what was agreed
If there is a breach, how you resolve it depends on the documentation you have. With a signed purchase order and a traceable transfer, you have grounds for a formal claim.
The first step is always direct written communication, demanding fulfilment of the agreement or a refund of the amount within a specific deadline. Keeping a written record of that claim is important for any subsequent action.
If the answer is negative or there is no answer, the next step is a civil claim for breach of contract. For amounts up to 2,000 euros there is the simplified payment order procedure. For larger amounts, the ordinary procedure for claiming money, for which it is advisable to get legal advice.
For fraudulent transactions (the seller disappears with the money with no vehicle and no intention of delivering it), the route is a criminal complaint for fraud. Keeping all documents, messages and transfer receipts provides the material for the complaint.
Dealcar and documentation for transactions between professionals
With Dealcar you can generate and record the documentation for each purchase transaction, including transactions with other professionals. The history of each file is recorded with its associated documents, which makes follow-up easier and gives each transaction traceability in case of a later issue.
If you want to see how file management works in Dealcar, request a demo at dealcar.io.
Frequently asked questions
Does a proforma oblige the seller to hold the price?
Technically no, unless it includes a price validity clause with an expiry date and has been formally accepted by the buyer. A proforma is a commercial offer, and offers can be withdrawn before they are accepted. If you want to lock in the price, signing a purchase order or paying a deposit against a receipt is the right mechanism.
Can I deduct the VAT on an invoice issued under REBU?
No. When the seller applies REBU (the Special Scheme for Used Goods), the invoice doesn't show VAT separately: the tax is included in the price with no separate mention. The buyer can't deduct the VAT on that transaction because the VAT hasn't been charged separately. If you need an invoice with VAT shown separately in order to deduct it, the transaction has to be done outside REBU, which changes the tax structure for the seller.
How long do I have to make a claim if the vehicle arrives in a different condition from what was agreed?
The deadline for claiming hidden defects in a commercial sale between businesses is 30 days from when the defect is discovered, with a maximum of two years from delivery. To make a claim, you must have notified the seller of the defect in writing within that period. Without that notice, the claim can become time-barred even if the defect is real.
Is a purchase order via WhatsApp valid?
Yes. Under Spanish commercial law, contracts can be concluded by any means that records the will of the parties, including WhatsApp messages. A chain of messages in which both parties agree on the price, the vehicle and the terms can be valid as a contract, although a purchase order signed as a formal document is stronger for any potential claim. Keeping the messages and not deleting them is important if the transaction later leads to an issue.
