Terms and Conditions

1. Acceptance: This Purchase Order (“PO”) will not bind upon the Purchaser unless the Seller has accepted and confirmed by signing and returning a copy to the Purchaser within 24 hours or other time limit as required by the Purchaser at the front side of the PO. Upon exceeding the time limit referred to in this Article, if the Seller fails to response, the PO shall be deemed to be irrevocably accepted, which bind upon the Seller to perform, unless otherwise agreed by the Purchaser.

In case both parties have signed a Purchasing Agreement or Service Agreement (“Agreement”), this PO shall be an integral part of the Agreement. If there are any difference and inconsistency between the terms of the PO and the executed Agreement, the terms of the latter shall prevail.

2. Price and Payment: Prices listed on the front side are the total amount that the Purchaser has to pay for the goods/services provided under this PO and include all taxes, charges, fees and expenses payable by the Purchaser to the Seller. Except otherwise provided in the executed Agreement and at the front side of the PO, the Purchaser will make a one-time payment by bank transfer to the account designated by the Seller the total amount payable by the Purchaser under this PO in Vietnamese dong. The payment shall be made according to the payment schedule of the Purchaser within 60 days from the date the Purchaser receives the goods of quality and quantity meeting the Purchaser’s requirements, a valid invoice and payment documents as required. The Purchaser will pay according to the monthly payment schedule which is fixed on the 20th day, so if the invoice of the Seller is due for the period from the 21st day of the previous month to the 20th day of the current month, it will be paid on the 20th day of the current month, if the payment date falls on a weekend or a holiday, it will be paid on the next working day (“Payment Schedule”). Purchaser reserves the right to change the Payment Schedule at any time by a written notice to the Seller.

3. Supporting Documents: The Seller must follow the Purchaser’s instructions on the documents that the Seller must send to the Purchaser for each PO. If the Seller fails to comply with such instructions, the Purchaser may refuse to accept the goods or services.

4. Delivery and Risks: When the Seller notifies the Purchaser that the goods are ready for delivery, except as otherwise agreed with the Purchaser, the Seller shall be responsible for preparing the goods at the port or at the delivery location designated by the Purchaser, declaring the goods, and paying for packing, transportation and loading and unloading costs associated with the delivery. Irrespective of any party who pays for shipping and insurance costs, the title, risks and losses will be transferred to the Purchaser when the Purchaser/the representative of the Purchaser completes the receipt and confirms on the receipt of the goods.

5. Late Delivery: Delivery time is of the essence in this PO, so the delivery time indicated on the front side (“Deliverable Schedule”) must be strictly observed. In the event that the Seller fails to deliver the goods or provide the services following the Deliverable Schedule, the Seller shall pay to the Purchaser a penalty equal to 1% of the amount of the PO for each day of late delivery, and the total amount of penalty shall not exceed 8% of the total amount of PO. At any time, if the delivery occurs later than the delivery date, the Purchaser shall have the right to request the cessation of delivery. If the delivery takes more than 03 days, the Purchaser shall have the right to designate a third party to perform the delivery, and within 07 days of receipt of the Purchaser’s notice on indemnity, the Seller must pay all costs, damage or loss, price difference which the Purchaser incurred due to the late delivery the Seller.

6. Multiple Deliveries: If this PO is delivered in multiple times, each delivery is considered a sub-purchase order. If the goods are delivered in multiple times and the Seller fails to deliver the goods on time or the Seller breaches its obligations in relation to the partial delivery, the Purchaser may refuse the receipt of subsequent deliveries. the Seller shall then be subject to a penalty and compensation such as the case of late delivery specified in Section 5 above.

7. Guarantee

a – The Seller shall ensure that all goods/services will meet quality as agreed, including, without limitation to, specifications, quality, size, design or other conditions specified in the PO, and must be consistent with the form produced for the Purchaser.

b – If the whole or part of the goods/services is not in conformity with the goods/services ’s descriptions, form, quantity or quality, technical specifications or in violation of subparagraph (a) of this Article, the Purchaser shall notify the Seller for immediately repair or replacement in case of non-compliance goods or may reject all or part of such goods at any time with the risks and expenses to be borne by the Seller. If the replacements are not conformable with the expectations, the Purchaser shall have the right to ask the Seller to refund its upfront payment (if any), or waive payment for the goods, and refund to the Purchaser the costs incurred, as well as the loss of profits and losses thereafter.

8. Representation:
The Seller ensures that it has legal ownership over the goods; obtain a license or consent of the owner of intellectual properties (if any), including but not limited copyrights, designs, registrations, patents, trademarks or any other industrial property rights for the production, trading or distribution of goods/services; obtain all permits, registrations, approvals (including temporary permits) required by applicable laws, rules and regulations for sale to the Purchaser.

9. Quality:
The goods/services must meet relevant standards and requirements for food safety and hygiene, neither contaminants nor banned substances. In addition, production processes, trademarks, and labels that are used for the goods shall not infringe or violate the exclusive rights of third parties, laws, regulations, or laws of other countries including but not limited to the law on intellectual property (copyright, trademarks and patents), the regulations on consumer protection, industrial standards, hazardous substances, trademarks, food, medicines, taxes, import and customs, illegal business or money laundering.

In case the Purchaser detects any goods/services that are provided by the Seller violate any laws, regardless of legal provisions that have or have not been mentioned in this article, the Seller must unilaterally take the responsibility for its violations, indemnify, ensuring to hold the Purchaser harmless against related damages, compensating, paying for arising costs including any legal costs, fines and other fees.

10. Packaging: In addition to the technical specifications set forth on the front side of the PO, the Seller shall, at its own costs, ensure that the goods are properly packed and stored in order to reach the final destination in a good condition and ensure that the goods are packed in sturdy packages or cartons that are suitable for transportation, can withstand climate, temperature and humidity changes. The Seller hereby acknowledges that it has fully understood the terms of the Purchaser, and that the packaging of the goods shall be in the same manner as provided in the manual.

11. Force Majeure: In the event of a force majeure event, the affected party may be delayed in performance of the Agreement and must immediately notify the other party within a reasonable time of the occurrence of force majeure event with full details of the event so that the parties can jointly make the best effort to recover the situation and agree on a solution.

12. Intellectual Property Rights
If necessary, and during the term of the PO, the Purchaser may grant the Seller the right to use the trademark of the Purchaser for the sole purpose of performance of the work and obligations set out in this PO. The granting of the right by Purchaser to the Seller for use the Purchaser’s trademark shall not affect the right of use or other rights of the Purchaser over the Purchaser’s trademark.

The Seller undertakes to use only the trademark of the Purchaser in accordance with the above provisions and not use for any other purpose. In the event the Seller breaches this undertaking, the Purchaser is entitled to (i) immediately terminating this PO and the Seller shall immediately cease the use of the Purchaser’s trademark; and (ii) require the Seller to indemnify the Purchaser for all damages caused by the Seller’s breach.

13. Compensation: The Seller shall hold harmless, indemnify the Purchaser against claims, losses, liabilities and expenses (including reasonable costs for lawyers) arising from the violations to the guarantees or from any omissions, failure to fulfill the responsibility of the Seller, its representative, employees or sub-contractors relating to the implementation of this PO.

14. Termination: At any time, after notifying the Seller, the Purchaser may also cancel the whole or part of the PO before delivery is made. In such case, the Purchaser will only pay to the Seller the amount corresponding to the volume of work performed against the PO or corresponding to the goods delivered up to the day when the Seller is notified by the Purchaser of the termination. The Purchaser will pay the Seller neither any amount corresponding to the job that is done after the Seller has received the notice of termination from the Purchaser nor any cost that can be avoided reasonably. Upon receipt of the notice of the Purchaser, the Seller will immediately cease to fulfill the PO and require all of its suppliers and subcontractors to do the same.

15. Independent Relation: The relation between the Purchaser and the Seller hereunder does not constitute an industrial relation, relationship of agents, representatives or business partners.

16. Non-Waiver: If the Purchaser fails to perform or delay in exercising its rights hereunder, or delay a complaint about the actions, non-performance, omissions of the Seller, delay in the request for conformity with the terms and conditions hereunder, at any time, shall not be understood as the Purchaser waives its rights specified herein, or the Purchaser will continue to tolerate the violation of the terms and conditions of the PO.

17. Information Security Requirements: Seller undertakes to keep confidential and shall not disclose to any third parties the information related to the PO, Purchaser, any information that the Seller can obtain within the term of this PO. In addition, the Seller undertakes:

a. Notification of security breaches – Seller will inform Purchaser in a timely manner regarding any breaches that may impact Purchaser or the integrity of Purchaser’s data.

b. Right to perform assessment – By request or upon significant changes to the relationship, Seller will accommodate Purchaser’s information security assessments by providing information/documentation on related policies and practices.

c. Adherence to security practices – Seller and its sub-contractors will adhere to industry acceptable practices regarding security policies/ guidelines/ standards (including physical security, onboarding and off-boarding resources, etc.).

d. Timely response to vulnerabilities – Seller will remediate, within industry best practice timelines, security vulnerabilities that may impact Purchaser.

e. Communication of significant changes – Seller will inform Purchaser in a timely manner of major changes in its data environment that may impact Purchaser.

f. Access to Personal Information (PI) – Seller will notify Purchaser of any access it will have to Personal Information (PI). “Personal Information” means Purchaser data that relates to or can be attributed to an identified or identifiable natural person and/or information concerning an identified or identifiable natural person that is protected by applicable laws.

18. Governing Law: This PO shall be governed and construed in accordance with the laws of Vietnam. In case the PO is sent in both English and Vietnamese versions, the Vietnamese version shall prevail.

19. Anti-Corruption:

a. This clause shall bind upon Seller to always comply with the PepsiCo Inc.’s Global Anti-bribery Policy. (“Anti-Corruption Policy”), which may be amended by PepsiCo Inc. to the U.S. Anti-Corruption Act and any other applicable anti-bribery laws; and

b. The Seller shall bear all responsibilities, warrant and undertake that, to the best of its knowledge, in the past and in the future, will not offer corruption-related anything, pay, promise to give gifts or money or anything else of value to any officer of a competent authority, political party or political candidate (“Government Officials”) for the purpose of affecting any their actions or decisions, as well as their conduct which are in breach of the law or securing any improper advantage by any means, or any permission or approval of State agencies related to Purchaser, or the acquisition or maintenance of business activities of Purchaser.

20. Compliance with Laws and the PepsiCo Global Supplier Code of Conduct: The Seller undertakes to comply unconditionally with the terms set forth in the “PepsiCo Global Supplier Code of Conduct for Suppliers” which is attached herein in any transaction with the Purchaser. The Purchaser has the right to immediately cancel the whole or part of the PO if the Seller violates the provisions of Article 17 (Information Security Requirements), Article 19 (Anti-Corruption) and Article 20 (Compliance with Laws and the PepsiCo Global Supplier Code of Conduct).


Purpose and Scope

At PepsiCo, we believe acting ethically and responsibly is not only the right thing to do, but also the right thing to do for our business. Our Global Supplier Code of Conduct (“Supplier Code”) sets out our expectations for suppliers in the areas of business integrity and anticorruption, labor practices, health and safety, and environmental management. All suppliers, vendors, contractors, consultants, agents and other providers of goods and services who do business with or on behalf of PepsiCo (“suppliers”) are expected to follow the Supplier Code and all other relevant policies1 as a condition of doing business with PepsiCo and its affiliates. Suppliers are also expected to communicate and apply the Supplier Code and relevant policies throughout their supply chain.

Business Conduct Principles PepsiCo expects its suppliers to conduct business responsibly, with integrity, honesty, and transparency, and to adhere to the following principles:

1. Maintain awareness and comply with all applicable laws and regulations of the countries of their operation.

2. Maintain the confidentiality of all PepsiCo’s and its partners’ information.
Suppliers must take all reasonable and necessary precautions to safeguard PepsiCo’s and its partners’ information to which it has access, including not disclosing to anyone, inside or outside of PepsiCo, unless disclosure is properly authorized, in connection with a clearly defined legitimate business need (i.e., shared only on a need-to-know basis), and subject to a written confidentiality agreement.

3. Compete fairly for PepsiCo’s business and conduct all such business on behalf of PepsiCo in a lawful manner.
PepsiCo is committed to conducting business legally and ethically within the framework of a free enterprise system and strictly prohibits corrupt arrangements with customers, suppliers, government officials, or other third parties. As such, PepsiCo prohibits its suppliers from engaging in any form of public sector or commercial bribery. Under no circumstances may a supplier acting on behalf of PepsiCo promise or provide anything of value directly or indirectly to a government official, or to any person or entity in the private or commercial sector, if the payment is intended to induce the recipient to misuse his or her position to obtain or retain an unfair business advantage or personal benefit. Consistent with these principles, suppliers acting on behalf of PepsiCo must comply with the U.S. Foreign Corrupt Practices Act, any applicable local anticorruption laws, and are expected to comply with PepsiCo’s Global Anti-Bribery Compliance Policy (“ABAC Policy”).

4. Encourage a diverse workforce and provide a workplace free from discrimination, harassment or any other form of abuse.
PepsiCo suppliers shall create a work environment in which employees and business partners feel valued and respected for their contributions. Harassment, including unwelcome verbal, visual, physical, or other conduct of any kind that creates an intimidating, offensive or hostile work environment will not be tolerated. Employment decisions must be based on qualifications, skills, performance, and experience.

5. Treat employees fairly, including with respect to wages, working hours and benefits.
PepsiCo suppliers shall comply with all applicable wage, working hours, and benefits laws and regulatory requirements. Suppliers should also strive to meet international standards for working hours and rest periods, including: (i) work weeks of no more than 48 regularly scheduled work hours and 12 voluntary overtime hours, (ii) overtime hours compensated at a premium rate, (iii) workers provided one day of rest every 7 days, except in emergencies or unusual situations, and (iv) no working more than 21 consecutive days without a rest day. Where a supplier’s practices do not meet such international standards, the supplier should identify the root causes and work to improve its practices.

6. Prohibit all forms of forced or compulsory labor.
PepsiCo suppliers shall maintain and promote fundamental human rights including freedom of movement of workers. Employment decisions must be based on free choice and there can be no coerced or prison labor, and no use of physical punishment or threats of violence or other forms of physical, sexual, psychological or verbal abuse as a method of discipline or control. Employment contracts must clearly state the terms of employment and must not restrict worker movement through the retention of identity papers, holding of deposits, or other actions aimed to prevent worker termination of their employment. In addition, workers must not be required to pay recruitment or other similar fees to obtain or retain their employment and suppliers shall ensure that any third-party recruitment agencies comply with these principles.

7. Prohibit use of child labor.
Suppliers shall adhere to the minimum employment age limit defined by national law or regulation and comply with relevant International Labor Organization (ILO) standards. In addition, PepsiCo prohibits the hiring of individuals under the age of (15), the local legal minimum working age, or the compulsory schooling age, whichever is higher. In no instance shall a supplier permit children to perform work that exposes them to undue physical risks that can harm their physical, mental, or emotional development or improperly interfere with their education or vocational needs.

8. Respect employees’ rights to freedom of association and collective bargaining.
Consistent with applicable law, PepsiCo suppliers shall respect employees’ rights to join associations and worker organizations.

9. Provide safe and healthy working conditions.
PepsiCo suppliers shall proactively manage health and safety risks to provide an incident-free environment where occupational injuries and illnesses are prevented. Suppliers must implement management systems and controls that identify hazards and assess and control risk related to their specific industry. In addition, suppliers shall provide access to safe drinking water, sanitation and hygiene, including adequate restrooms and handwashing facilities; fire exits and essential fire safety equipment; emergency aid kits; and access to emergency response services including environmental, fire and medical.

10. Carry out operations with care for the environment and comply with all applicable environmental laws and regulations.
The potential environmental impacts of daily business decision-making processes should be considered along with opportunities for conservation of natural resources, source reduction, material recycling, and pollution control to ensure cleaner air and water and reduction of landfill wastes. PepsiCo encourages its suppliers to identify, set targets and implement action plans for reducing environmental impacts in the areas of water, wastewater, energy, greenhouse gas emissions, waste and packaging.

11. Maintain accurate financial books and business records in accordance with all applicable legal and regulatory requirements and accepted accounting practices, including with respect to all invoices submitted to PepsiCo for payment or reimbursement.

12. Deliver products and services meeting applicable quality and food safety standards.
PepsiCo is committed to producing high quality and safe products across all of our brands. Suppliers involved in any aspect of developing, handling, manufacturing, packaging, transporting, or storing our products are expected to:

• Know and comply with the product quality standards, policies, specifications, and procedures that apply to the products produced at your location
• Follow and adhere to good manufacturing practices and testing protocols
• Comply with all applicable federal, state, and local food safety laws and regulations
• Report issues immediately to PepsiCo that could negatively affect the quality or public perception of a PepsiCo product

13. Support compliance with the Supplier Code by establishing appropriate management processes and cooperating with reasonable assessment processes requested by PepsiCo.
To conduct business with PepsiCo, suppliers must enter into contracts and execute purchase orders that mandate compliance with the Supplier Code. With prior notice, PepsiCo may conduct reasonable audits to verify Supplier’s compliance with the Supplier Code. In addition, as further outlined in the ABAC Policy, certain suppliers are required to complete our Third Party Due Diligence process from time to time.

14. Observe PepsiCo’s policies regarding gifts and entertainment and conflicts of interest when dealing with PepsiCo employees.
PepsiCo suppliers, or anyone acting on PepsiCo’s behalf, are prohibited from providing or offering gifts to PepsiCo employees that could inappropriately influence PepsiCo’s business decisions or gain an unfair advantage.

15. Ensure that all land acquisitions (including leasing and utilization) meet International Finance Corporation (IFC) Performance Standards, including Free, Prior and Informed Consent.

16. Report suspected violations of the Code.
PepsiCo expects that suppliers have an effective Grievance Management system in place for grievances raised by workers within their operations or by third parties, which elevate potential violations to management in line with the UN Guiding Principles. Supplier’s employees or contractors may also report suspected violations of this Code to the PepsiCo “Speak Up” hotline at 1-866-729-4888 in the United States, 1-201-0288 and 800-472-6145 in Vietnam or to dedicated phone lines in other countries throughout the world. A list of international hotline telephone numbers is attached to this Supplier Code and may be updated from time to time as reflected at http://www.pepsico.com/Company/Speak-Up.html.

The “Speak Up” hotline is available worldwide on a 24/7 basis. Communications may also be made electronically at “Speak Up” web-line address http://www.pepsico.com/Company/Speak-Up.html. All such reports are treated as confidential, whether provided through our Speak Up telephone or web-line, and you may remain anonymous where permitted by law.

Applicable policies/commitments include PepsiCo’s: (i) Environmental Health and Safety Policy, (ii) Sustainable Agriculture Policy, (iii) Land Use Policy, (iv) Forestry Stewardship Policy, (v) Sustainable Packaging Policy, (vi) Cage-Free Egg Policy, (vii) Human Rights Workplace Policy, (viii) Palm Oil Commitments, (ix) Cane Sugar Commitment, and (x) Global Anti-Bribery Compliance (ABAC) Policy. Copies of each document can be found on www.pepsico.com.