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TERMS OF PURCHASE ........................................................................................... 10


PURCHASE RECORDS ............................................................................................ 10


AUTHORITY MATRIX ............................................................................................ 11


PEPSICO GLOBAL POLICY REFERENCE .................................................... 11


APPENDIX – PR FORMAT ................................................................................... 11

To establish a uniform policy for the procurement of goods and services for
PepsiCo Vietnam (PIVN) and to ensure that all purchases are done in the best
interest of PepsiCo Vietnam and are properly authorized and controlled.
This policy applies to procurement of all goods and services, except Project Capex
which is governmed by separate Procurement Guideline, for PIVN and supersedes
any prior policy in this respect.
All procurement of goods and services shall be done in the best interest of PIVN
and shall be done in all fairness, without any favoritism, and in full compliance with
the PepsiCo “Code of Conduct”. Best interest of PIVN is construed as getting the
most favorable offer available in the competitive market in terms of price, quality,
payment terms, lead time, minimum order quantity etc. Fairness without favoritism
means that all potential vendors of goods and services shall be treated equally and
nothing but the best interest of PIVN shall determine the selection of vendors.
Non-Routine Transaction
A Non-Routine Transaction is any commitment outside the normal course of
business or, for transactions that are in the normal course of business which differs
from routine procurement terms (such as the length of commitment, or for quantities
in excess normal buying quantities, new pricing mechanisms or payment terms,
etc.). The definition includes all transactions that do not occur at least annually and
any advance  the MU CAPEX limit (US$750,000) and  90 days. All derivativebased transactions are considered non-routine regardless of amount.
Approval Requirements
All non-routine transactions that are in excess of the MU CAPEX limit
(US$750,000) must be approved in advance by BU / Region following BU

Authority matrix.
The value of transaction is measured as the cumulative payments, including any

contingency amount, over the life of the commitment.
Tangible items: Inventory include Finished Goods, Beverage Concentrate, Raw
Material, Packaging Material, Spare parts for machineries used in manufacture of
goods and any items as determined by Financial Controller to be included or
excluded from the list
Tangible items: Non Inventory includes all tangible goods other than Inventory
items above.
Authority Matrix is an internal process document that lays down the levels and
limits of approval requirements for various transactions. The authority matrix may
be revised from time to time based on the business and the most recent authority
matrix shall be used for compliance with the procurement policy.
Emergency Purchases include procurement of tangible items or services, mainly in
the nature of repair and maintenance that may require immediate ordering to ensure
continuous running of our machinery and equipment.
Contracts or Agreements – any written agreement negotiated by Procurement
Personnel with a supplier for goods/services including, but not limited to, traditional
contracts (including letters of agreement and letters of intent), contract extensions,
contract amendments, and purchase orders (POs).
Purchase Requisitions
A “Purchase Requisition (PR) is a document requesting the central procurement
team to procure the items requested in the document. Each function is required to
generate Purchase Requisition “PR” for any goods or service purchased greater than
US$ 150 in value (exclusive of VAT) and the pre-approval is needed to be obtained
based on Authority Matrix. Procurement function will not perform any actions

unless the proper approval from authorized person has been granted.
In the case of Marketing, or Capital item purchases, the procurement team will
not process the requisition unless the approved A&M Visa, or the Capital
Appropriation Request (CAPEX Visa) has been provided along with the
purchase requisition.
Purchase Orders/Contracts
Purchase orders must be created for all tangible purchases in excess of US$ 150 in
value (exclusive of VAT) except for inventory items for which a Purchase Order is
always required irrespective of the value.
A purchase order is a binding document signifying a contract between PIVN and the
vendor at the terms stated therein and can be used as evidence in the court of law in
the event of a dispute between PIVN and the vendor. All purchase orders and the
amendments thereto must be approved as per the requirements in the Authority
matrix. All orders placed on the vendors have to be done through the Purchase
order document and no purchases shall be made on verbal orders given to the
vendors. PIVN shall have the right to reject any vendor claims unless backed by an
approved purchase order.
Procurement of Tangible Items
PIVN has a centralized procurement function, and this function shall be responsible
for purchases of all tangible items including all capital expenditures with the
exception of Potatoes supply that shall be procured through contract farming
operation, domestic open market and imported from other countries which are under
the supervision of the Agro team.
Procurement of Tangible Items: Inventory
Product Availability (PA) team shall develop a Material Requirement Plan (MRP)
for all direct raw and packaging materials required to produce finished goods based
on the latest sales forecasts generated by the Sales function. This MRP shall be
approved by VP Operations and all procurement shall be done based on Material

Requirement Plan accordingly.
Procurement of Tangible Items: Non-Inventory Purchase  US$ 150
Purchase on non-inventory items which value greater than US$ 150 must follow the
normal process of issuing PR/PO as per item 4.2 & 4.3
Procurement of Tangible Items: Non-Inventory Purchase  US$ 150
Purchase of non-inventory items can be done by the individual functions and the
Purchase Order (PO) is not required for this value of purchase. However the formal
approval from authorized person is needed to be done before the payment is made.
It is also recommended that employee should select the vendor in the approved
vendor list to supply the requirement.
Procurement of Services
Procurement of services shall be done by the respective functions for their
requirements. Approvals from functional managers, functional directors as
necessitated by the authority matrix must be obtained before the services are hired.
All functions can use the help of the centralized procurement team for this purpose.
Contracts or Agreements
While purchase orders are necessary for purchase of tangible items, contracts or
agreements are mainly required for procurement of services or non-tangible items.
Contracts are legal binding documents stating the terms and conditions for the hire
of services and can be used as evidence in the court of law in the event of a dispute
between PIVN and the vendors. It is recommended that the contract shall be done if
the value of service exceeds US$ 1,000 or contract period is either one off or fewer
12 months. Any contract has to be based on contracting principles guided by Legal
Department (any exception should be cleared by legal before contract concluded)
and signed by authorized person following the authority matrix.
It is not necessary for a contract or agreement to be initiated by PIVN. A standard
contract or agreement form used by vendors shall also be acceptable as long as
PIVN interests are protected. All contracts and amendments thereto, must be

documented, reviewed by internal legal and approved as per the requirements of the
authority matrix.
In certain instances of purchase of raw material, it may be necessary to document a
contract or an agreement if the purchase order alone does not suffice to protect
PIVN interest against vendor defaults, vendor performance etc. These could be
necessary in case of purchases from single source suppliers, purchase of items
having a long lead time or developmental time, items made to order, forward
purchases, designing of machinery or equipment, purchases with staggered delivery
schedules, blanket purchase orders, inter-company purchases having transfer pricing
implications, co-packing arrangements etc.
All original contracts should be filed centrally by the Legal Department.
Forward Contracts/Protective Forward Buying (Derivatives)
Forward contracts obligate the purchaser to accept delivery and the seller to make
delivery of an agreed upon quantity of a commodity at a specified future date during
a specified future period for a specified price. These contracts can either be settled
in cash or by taking delivery of the commodity. Forward contracts that can be
settled in any way other than delivery of the commodity are prohibited.
Protective forward buying can only be done for commodities that are used for
manufacture of finished goods and should not be for quantities in excess of one
year’s requirement.
After the Fact Purchase Orders & Contracts
The procurement team and all other functions using services of third parties shall
ensure that no verbal orders or commitments are given to the vendors.
Commitments shall be given to the vendors, only in the form of approved purchase
order, contracts or agreements, in advance of the actual delivery or goods or
services. PIVN shall have the right to reject any vendor claims in the absence of
advance approved documents. Any exception to process on after the fact Purchase
Orders & Contracts shall require the approval from Function Director and Financial

Competitive Quotations / Bids
All purchase of goods and services exceeding $ 1,000 in value, exclusive of VAT,
shall only be done after at least two comparative quotations have been invited.
Competitive bids (at least 3 vendors) are required for large purchase of expenditure
exceeding $ 10,000 in value, exclusive of VAT, except in the following cases:

Specialized services such as legal/tax consulting, market research, recruitment.


Purchase from Global Vendors, Preferred vendors or Sole- Source Vendors.


Emergency purchases


Acquisition of real estate


Rental of buildings, land, utilities etc
The purchasing team in case of purchase of tangible items, and the respective
functions in the case of procurement of services, shall invite the quotations in
writing and prepare a comparative analysis of all the quotations. Disclosure of a
idder’s quotation to the other idders is prohibited and in contravention of PepsiCo
Code of Conduct.
While it is encouraged to maintain as much documentation and correspondence as
possible to support the objective choice of one supplier over other(s), at a minimum
the following must be maintained:


The initial bid solicitation communication to potential suppliers,


The final bids received from the bidding suppliers, and


Any spreadsheets, etc. used in the determination of the winning bid.
The use of e-mails as documentation of final bids is acceptable; however, if the
purchase is strategic, precautions must be followed to protect confidential

Vendor Selection
Selection of the vendor shall be based on the most favorable price, quality, delivery
time, warranty, credit term etc. Bids within 5% of the lowest bid shall be considered


e equally competitive. Factors other than “price” to

e considered for an

evaluation of the bids include:

Maintenance of adequate or multiple sources of supply


High standards of quality and reliability


Ability to meet service and delivery dates


Need for specific brands


Financial viability of the vendor


Payment terms


Effect upon relations with customers in the local business community


Long term strategic relationship
Selection of a bid other than the lowest bid shall be justified in writing.
Preferred Vendor
For certain items, PIVN may prefer a particular vendor. Although alternative
sources may exist, one vendor may be preferred because of better terms, service,
delivery or special expertise. A regular review should be carried out for all preferred
vendor to ensure the following:


an acceptable alternative source that can provide similar benefits at lower or
equal price is not available


the price charged is not excessive in comparison to other vendors, giving
consideration to the additional benefits received from the preferred source


the transactions are at market price
Sole-Source Vendor
Certain items may only be available from a single supplier. The procurement
function head shall ensure that sole sourcing is to the best advantage of PIVN. A
regular review of all sole-source procurement shall be conducted to assess these
relationships and develop a program to seek alternative sources.

Approved Vendor List
The purchase team shall maintain an approved vendor list that shall be reviewed
regularly. All active vendors with a significant volume of business with PIVN and
all vendors of sensitive materials or ingredients shall be evaluated in the annual
review. The approved vendor list shall be updated for all additions and deletions and
shall indicate the following:

Vendor Account Code


Name and Address of Vendor


Contact person name and contact numbers


Item supplied by vendor


Total annual value of purchases from vendor
The review and assessment of Preferred Vendor, Sole-source Vendor and Approved
Vendor shall be done by Supply Chain Director at least once a year and a formal
approval from, VP-Ops, CFO and COO is required.

Terms of Purchase

The desired credit term with our vendors is a minimum of 35 days and all orders
with less than 35 days credit terms shall require the approval of the Financial


No advances shall be given to any vendors if the expected delivery is beyond 90
days of the advance disbursement. All advances exceeding 90 days require special
approval from PepsiCo treasury team.


No bank guarantees shall be given to any vendors

Purchase Records
The Supply Chain function shall maintain all purchase records to justify the relevant
decision criteria for a purchasing decision. These records shall be maintained for a
minimum period of two years or as required by local statutory requirements. At a
minimum, the following records must be retained for each purchase transaction:

Purchase requisition




Competitive quotations


Purchase orders issued or cancelled


Justifications for selections of other than the lowest bid

Authority Matrix
All functions involved in the procurement of goods or services shall ensure
compliance with the current authority matrix which forms an integral part of this
Splitting PR or PO/Contracts to get lower approval level is prohibited and in
contravention of PepsiCo Code of Conduct.
PepsiCo Global Policy Reference
20-31 Inventory
20-83 PepsiCo Global Procurement Contract Management Process.
Appendix – PR format