PEPSICO INC.

GLOBAL SUPPLIER CODE OF CONDUCT

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 PIONEER FOOD GROUP (PROPRIETARY) LIMITED GENERAL TERMS AND
CONDITIONS FOR THE PURCHASE OF GOODS AND/OR SERVICES

NOTE: No changes will be accepted to the PepsiCo Supplier Code of Conduct

or the Pioneer Terms and Conditions for the Purchase of Goods and/or Services.

1. DEFINITIONS

In these Terms and Conditions, the following definitions apply:

“Buyer” means the company placing a Purchase Order (Pioneer Food Group Proprietary
Limited, including Pioneer Foods (Proprietary) Limited, Pioneer Foods Groceries (Proprietary)
Limited, Ceres Fruit Juices (Proprietary) Limited and Pioneer Foods Wellingtons (Proprietary)
Limited, ultimately a wholly owned subsidiary of PepsiCo Inc).
“Goods” means the materials, articles, products, ingredients, equipment, packaging,
machinery or mechanical spares, tools, (or any of them or anything of this nature) which are
the subject of a Purchase Order to be supplied by the Supplier in terms of these Terms and
Conditions.
“Purchase Order" means a duly issued, written and pre-numbered SAP purchase Order form
dispatched by the Buyer to the Supplier setting out the details of the Goods and/or Services
to be supplied and any other relevant information.
“Services” means the services which are the subject of a Purchase Order.
“Supplier” means the person, firm or company to whom a Purchase Order is addressed.
“Terms and Conditions” means, collectively, these terms and conditions of purchase and the
Purchase Order.

2. ACCEPTANCE OF TERMS

These Terms and Conditions shall be incorporated into a Purchase Order and shall govern
and control the commercial relationship between Buyer and Supplier, unless Buyer and
Supplier purposely negotiated and finalised a valid and effective written agreement to govern
the procurement of the Goods and/or Services detailed under a Purchase Order in which
instance the purposely drafted written agreement shall govern and control the Purchase Order
and these Terms and Conditions shall have no effect. The Supplier’s commencement of work
on the Goods and/or Services under the terms of a Purchase Order, or shipment of the Goods
or rendering of the Services whichever occurs first, shall be deemed to be the Supplier’s
acceptance of the Purchase Order. THE SUPPLIER’S ACCEPTANCE IS LIMITED TO
ACCEPTANCE OF THESE GENERAL TERMS AND CONDITIONS OF PURCHASE AND
DOES NOT INCLUDE ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY THE
SUPPLIER TO VARY THESE GENERAL TERMS AND CONDITIONS OF PURCHASE.

3. COMPLETION

Time is of the essence for a Purchase Order and/or in relation to any performance dates
communicated by Buyer to Supplier and Supplier shall meet such performance dates. If the
Goods and/or Services are not delivered on the date(s) specified in the Purchase Order, the
Buyer may, without liability and without prejudice to any other rights or remedies it may have:
(a) terminate the Purchase Order by notice to the Supplier effective upon receipt in respect of
Goods not yet shipped and/or Services not yet rendered;
(b) buy substitute Goods elsewhere and recover from the Supplier any additional expenditure
reasonably incurred;
(c) refuse to accept any subsequent delivery of the Goods and/or performance of the Services
which Supplier attempts to make; and
(d) procure substitute Goods and/or Services elsewhere and recover from the Supplier any
additional expenditure reasonably incurred.

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4. QUALITY/PERFORMANCE

The Supplier warrants that the Goods and/or Services shall:

(a) be of the best quality, material and workmanship;
(b) conform in all respects to the terms of the Purchase Order and any performance criteria,
specifications, samples, patterns or artwork requested by the Buyer;
(c) be merchantable and safe and appropriate for the purpose for which Goods and/or
Services of this kind are normally used;
(d) if applicable with respect to ingredients, when processed in accordance with Buyer’s
standard manufacturing processes, produce high quality finished product(s) that conform with
Buyer’s standards, specifications and sensory attributes
(e) be properly contained, manufactured, supplied, packaged, marked and labelled;
(f) be fit for the particular purpose for which the Buyer intends to use the Goods and/or
Services, which purpose Supplier acknowledges has been disclosed to Supplier;
(g) be free from any third-party lien, claim, title or interest;
(h) not infringe the intellectual property rights of any third parties; and
(i) comply with all relevant requirements of South African legislation as well as industry
standards, special dietary certification (where applicable), including, without limitation, all laws
relating to foodstuffs, food safety, consumer protection, occupation health and safety, and
environmental laws and legislation of any country which is connected with the Purchase Order.

Ownership of, and all right and title in and to, any materials, equipment, components,
ingredients, documentation, recipes, specifications, samples or any other items or assets
provided to the Supplier by the Buyer in Purchase Order to facilitate the manufacture and/or
supply of the Goods and/or Services and/or for any other purposes at all, shall remain vested
in the Buyer and the Supplier hereby waives irrevocably any and all liens and/or rights of
retention it may have, or acquire, in respect thereof.

5. VENDOR ASSURANCE, FOOD SAFETY, ENVIRONMENTAL AND OTHER POLICIES

The Supplier will (where deemed appropriate by the Buyer):

(a) maintain a commitment to best practise food safety and PepsiCo Vendor Assurance
procedures at Supplier's cost;
(b) comply with the requirements of the PepsiCo Supplier Approval and Compliance
Programmes;
(c) ensure all materials comply with all South African legal requirements including, without
limitation, requirements relating to traceability;
(d) ensure compliance with any agreed specifications;
(e) ensure that all Goods will comply with the PepsiCo Raw Material Quality Food Safety Policy
(available on request) including, without limitation PepsiCo requirements relating to
traceability;
(f) commit to engage with Buyer to develop sustainability programmes and participate with
such sustainability initiatives as may be communicated to it from time to time by the Buyer;
(g) fully disclose to Buyer the presence of any recognised allergenic ingredients in connection
with the Goods and, if applicable, adequately label such on the Goods and/or packaging. If
Supplier becomes aware that any of the Goods are or may become infested, adulterated,
contaminated or in violation of applicable laws or regulation or are or may become harmful to
persons or property whether the Goods are used in the manufacture of, or become part of
Buyer’s products, or that the design or construction of the Goods is or may be defective in any
manner, Supplier shall immediately give notice to Buyer thereof and provide all relevant
information in a timeous manner. The Buyer shall at any time be entitled on written notice to
the Supplier to require the Supplier to halt the supply of the Goods in the event that the Buyer

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is obliged to or elects to recall any of its goods or materials which are used or incorporated in
the Goods.

The Buyer may inspect and audit the facilities and premises used by the Supplier for any
purposes associated with the manufacture, distribution and/or supply of the Goods and/or
Services at any time during normal business hours on reasonable notice to the Supplier.

6. SUPPLIER CODE OF CONDUCT AND ANTI-BRIBERY

These Terms and Conditions and all Purchase Orders shall be subject to and Supplier shall
adhere to:
(a) PepsiCo, Inc.'s Supplier Code of Conduct (the 'Code of Conduct'), which is available at the
following website: www.pepsico.com/SupplierCodeofConduct, which may be amended from
time to time by PepsiCo Inc.;
(b) PepsiCo, Inc.'s International Anti-Bribery Compliance Policy (the 'Anti-Bribery Policy'),
which is available at the following website: http://www.pepsico.com/About/Global-Code-Of-
Conduct and which may be amended from time to time by PepsiCo Inc.; and
(c) All applicable laws, rules and regulations relating to or affecting a Purchase Order including
the U.S. Foreign Corrupt Practices Act available at:
http://www.justice.gov/criminal/fraud/fcpa/docs/fcpa-english.pdf and any other applicable
anti-bribery laws.
Supplier further agrees not to corruptly make any offer, payment, promise of gifts or money or
any other thing of value to any government official or employee, political party or political
candidate ('Government Official') for the purpose of influencing any act or decision of such
Government Official, inducing such Government Official to act in violation of his lawful duty or
securing any improper advantage.

7. BUYER’S RIGHTS, EXPORT CONTROL

The Buyer’s signature of receipt, inspection, testing, payment for or use of the Goods furnished
under a Purchase Order shall not constitute acceptance thereof or affect the Supplier’s
obligations and warranties contained in these Terms and Conditions which shall survive the
Buyer’s inspection, testing, acceptance and/or use.

The Buyer may inspect the Goods and may accept or reject within a reasonable time from
discovery and in all circumstances before the natural expiration of the shelf life, if applicable,
any and all of the Goods which are, in the Buyer’s judgement, defective or which do not
conform in whole or part to these Terms and Conditions (“Rejected Goods”) and upon such
direction Supplier shall, at Supplier’s sole cost and expense:
(a) Refund to Buyer or credit Buyer’s account an amount equal to the price of the Goods
as well as any costs incurred by Buyer in relation thereto; or
(b) Replace or correct any Rejected Goods at no additional cost to Buyer within seven (7)
business days of Buyer’s demand; or
(c) Buyer may also choose to replace any Rejected Goods from any other source and
recover from Supplier any costs incurred by Buyer in connection therewith including
but not limited to costs relating to packaging, inspection, insurance, additional costs in
sourcing of replacement Goods, delivery (both in terms of cost originally incurred by
Buyer or to be incurred to return the Rejected Goods) and uninstall of equipment.

Supplier warrants and certifies that, unless identified otherwise, all parts, components or
software of the Goods to be supplied pursuant to a Purchase Order, are not subject to the U.S
Export Administration Regulations (EAR). Supplier shall identify through written certification to
the Buyer all Goods provided to the Buyer pursuant to a Purchase Order and these Terms
and Conditions that contain parts, components or software that currently are or were subject
to U.S. export controls under the EAR. Furthermore; Supplier will comply with all applicable

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export laws and regulations related to or incidental to the supply of the Goods under a
Purchase Order and these Terms and Conditions. If Supplier is not the original manufacturer
of the Goods, including all parts, components or software, it herewith confirms that it obtained
independent verification in extending this warrantee and/or certification to the Buyer.

The Buyer’s payment for the Services furnished under an Order shall not affect the Supplier’s
obligations under the warranties contained in these Terms and Conditions which shall survive
the Buyer’s payment.
The Buyer may monitor record and assess the performance of the Services and may accept
or reject at any time any and all the Services, which are, in the Buyer’s judgement,
unsatisfactory or which do not conform to any warranty.
Without prejudice to any of its other rights or remedies (including but not limited to the right of
termination of the Purchase Order and/or the withholding from payment to the Supplier any
sums that are allocable to the non-conforming and/or non-continuing Services) the Buyer may
require the Supplier to promptly re-perform or remedy any unsatisfactory or non-conforming
Services or remove the cause of non-performance of any Services, at the Supplier’s sole cost
and expense, provided the Buyer notifies the Supplier within a reasonable time of discovering
that the Services are unsatisfactory or non-conforming.
The Buyer shall also be entitled to terminate the Purchase Order and obtain such other
remedies as may be available to it either under these Terms and Conditions or otherwise at
equity or law, including but not limited to the withholding of payment to Supplier and/or
recovering as a sum of money due from Supplier all or any portion of the charges paid in
relation to the non-conforming or non-continuing Services.

8. PRICE WARRANTY/FREIGHT CHARGES/ SET OFF

The Supplier warrants that the prices for the Goods and/or Services are complete and no less
favourable than those currently extended to the Supplier’s other customers of similar account
size for similar quantities of the same or similar Goods and/or Services (on a like, for like
basis). Without the Buyer’s prior written consent the Supplier shall not add any charges,
including without limitation, charges for shipping, packaging, labelling, storage, insurance,
boxing or crating, customs duties or taxes, labour costs, material, transport and Rate Of
Exchange (“ROE”). If the Supplier offers better prices for the Goods and/or Services to other
customers of similar account size for similar quantities of the same or similar Goods and/or
Services (on a like-for-like basis) during the term of this Purchase Order the Supplier will
reduce the Buyer’s prices correspondingly. If the Supplier uses published freight charges, the
Supplier shall credit to the Buyer any decrease in the charges. If the Buyer has a claim against
the Supplier resulting from the Purchase Order or any transaction the Buyer may deduct or
set off disputed amounts from the Supplier’s claims for amounts due under this Purchase
Order.
The purchase price payable for the Goods and/or Services is the price quoted by the Supplier
and accepted in writing by the Buyer on a Purchase Order. The price(s) specified is (are) firm,
all-inclusive and not subject to change for any reason whatsoever. Where applicable, the
Supplier shall clearly state on its quotation for the Purchase Order, the current ROE on which
its quotation is based.

9. CHANGES

The Buyer may, at any time prior to delivery of the Goods, change the drawings, designs,
specifications, materials, packaging, time and place of delivery, and method of transportation
under a Purchase Order. Supplier agrees to accept any changes, provided that if a change
increases or decreases the cost or time required for performance, the parties will equitably
adjust and modify the terms of the Purchase Order in writing. In addition, Supplier shall inform
Buyer in advance of any material change, intentional or otherwise, to the Goods as a direct
result of Buyer’s request for change, including, without limitation, changes in composition,

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quality specifications, manufacturing processes, labelling, functionality, safety, manufacturing
locations, and any suppliers or subcontractors utilised and if not reasonably acceptable to
Buyer and upon notice to Supplier, Buyer may elect to cancel the Purchase Order.

The Buyer may, at any time, request a change to the scope or execution of the Services under
a Purchaser Order. If the Buyer requests a change to the scope or execution of the Services:
(a) the Supplier shall, within a reasonable time, provide a written estimate to the Buyer of:
(i) the likely time required to implement the change;
(ii) any necessary variations to the Supplier's charges arising from the change; and
(iii) any other impact of the change on the terms of the Order.
(b) if the Buyer does not wish to proceed, there shall be no change to the Purchaser Order;
(c) if the Buyer wishes the Supplier to proceed with the change, the Supplier shall do so after
agreement on the necessary variations to its charges, the Services and any other relevant
terms of the Purchase Order to take account of the change and the Purchase Order shall be
amended accordingly.

10. PAYMENT AND TAX

No payment shall be made by the Buyer to the Supplier unless all invoices and credit notes
relating to a specific Purchase Order have been received by the Buyer.
The Supplier shall deliver to the Buyer a monthly statement which reflects and sets out a
summary of the invoices delivered by the Supplier to the Buyer during the month to which the
statement relates. The Supplier shall be entitled to reflect in such statement any invoices in
respect of which the Buyer has not made payment, whether such invoice relates to the month
of the statement or not. The Purchase Order number must be clearly stated on all
correspondence, invoices, monthly statements and delivery notes. An invoice will only be paid
if it meets all the requirements of a valid South African VAT invoice. Under no circumstances
shall Supplier invoice Buyer for Goods yet to be delivered and/or Services yet to be rendered.
Payment shall only be made to the Supplier.
Subject to the provisions above, the Buyer shall make payment to the Supplier no later
than forty five (45) days from date of month-end statement.
If the payment due date (i.e., the 45th day) falls on a Saturday, Sunday or public holiday, the
payment due date shall be the next business day following such Saturday, Sunday or holiday
in the country in which payment is to be processed, being South Africa. Should the date of
payment fall during the period 15th December to 31st December (both days inclusive), the first
payment due date of the following calendar year, being the 2nd of January, shall be considered
as the due date of payment. Payment shall be deemed made by electronic funds transfer
(“EFT”), upon confirmation by Buyer’s accounts payable team that such EFT has been sent to
Supplier.

In the event any Tax becomes due by reason of these Terms and Conditions and the Purchase
Order, such Tax shall be borne by the party upon whom such Tax is imposed by applicable
law. “Tax” means: all foreign, federal, state, provincial, local and other taxes, fees, levies,
duties and other assessments or charges of whatever kind (including without limitations,
income, excise, stamp, transfer, property, value added, real estate, sales, payroll, gains, gross
receipts, withholding and franchise taxes) together with any interest, penalties, or additions
payable in connection with such taxes, fees, levies, duties or other assessments or charges.

11. FORCE MAJEURE

Either Party shall be entitled to suspend performance of its obligations in terms of this these
Terms and Conditions and/or a Purchase Order to the extent that such performance is
impeded or made unreasonably onerous by Force Majeure, meaning, but not limited to, any
of the following circumstances: industrial disputes and any other circumstance beyond the
control of the parties such as fire, war, extensive military mobilisation, insurrection, requisition,

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seizure, embargo, restrictions in the use of power, currency and export restrictions, epidemics,
natural disasters, extreme natural events and terrorists acts caused by any such circumstance
referred to in this clause.
The Party claiming to be affected by Force Majeure shall notify the other Party in writing within
five (5) business Days of the intervention and cessation of such circumstance. If a Party fails
to give such notice, the other Party shall be entitled to compensation for any additional and/or
costs which it incurs and which it could have avoided had it timeously received such notice.
Notwithstanding what is contained herein, either Party shall be entitled to terminate these
Terms and Conditions and the related Purchase Order by notice in writing to the other Party
if performance of the obligations under these Terms and Conditions and/or a Purchase Order
is suspended due to Force Majeure for more than 30 (thirty) days.

12. ARBITRATION

Any dispute arising out of or in connection with a Purchase Order or any of these Terms and
Conditions, including any question regarding the existence, validity or termination of a
Purchase Order or any of these Terms and Conditions, shall be referred to and finally resolved
by arbitration. The arbitration shall be governed by the Arbitration Act, 1965 of the Republic
of South Africa, or any replacement Act and shall take place in accordance with the
Commercial Arbitration Rules of the Arbitration Foundation of Southern Africa (“AFSA”), which
Rules are deemed to be incorporated by reference into this clause.
The number of arbitrators shall be one. The Parties shall agree on the arbitrator who shall be
an attorney or advocate on the panel of arbitrators of AFSA. If agreement is not reached
within 10 (ten) business Days after any Party calls in writing for such agreement, the arbitrator
shall be a Senior Counsel of no less than 10 (ten) years standing, as nominated by the
Secretariat of AFSA for the time being.
The seat or legal place of arbitration shall be Sandton or Cape Town, Republic of South Africa.
The language to be used in the arbitral proceedings shall be English.

13. NON-PERFORMANCE AND BREACH

If the Supplier fails to perform any of its obligations under these Terms and Conditions, the
Buyer may perform that obligation (but is not obliged to do so) and recover the cost of doing
so from the Supplier, who shall pay that amount to the Buyer on demand.
If the Supplier breaches these Terms and Conditions, the Buyer may, in its sole and
reasonable discretion, select its preferred remedy, including a claim for damages in place of
any penalty or liquidated damages which are provided for that breach in terms of these Terms
and Conditions. On each occasion, the Buyer may choose its remedy without negatively
affecting any of its rights it may have in terms of these Terms and Conditions or at law.
The Supplier is liable for all reasonable and necessary legal costs incurred by the Buyer arising
from a material breach of these Terms and Conditions by the Supplier, on the attorney and
own client scale and on a full indemnity basis, including any tracing fees and collection
commission.

14. INDEPENDENT CONTRACTOR

The parties agree that the Supplier, its employees, agents and sub-contractors are performing
services as independent contractors and not as the Buyer’s employees, regardless of where
they perform services.

15. INDEMNIFICATION

In addition to the Supplier’s other obligations hereunder, the Supplier, its parents and affiliates
shall defend, indemnify and hold the Buyer harmless against any and all demands, damages,
claims, liabilities, losses, costs and expenses (including legal expenses) (“Claim”) arising out

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of or resulting from: (a) any known or unknown defect in the Goods and/or Services; (b) the
negligence of, default of or breach of these Terms and Conditions (including breach of any
warranty) by the Supplier, its agents, employees or sub-contractors; (c) any Claim arising from
unsafe, defective, contaminated, hazardous or deficient Goods brought against the Buyer in
terms of the Consumer Protection Act 68 of 2008 of the Republic of South Africa; (d) alleged
patent, copyright, trademark, trade dress, trade secret or other intellectual property right
infringement or alleged unfair competition resulting from similarity in design, trademark or
appearance of the Goods and/or Services; (e) failure to comply with applicable laws and
regulations. The Supplier shall maintain insurance coverage in compliance with applicable law
and sufficient to satisfy its indemnification obligations hereunder including without limitation
third party liability insurance cover, product liability insurance cover and professional liability
insurance cover.

16. CONFLICT OF INTEREST

Supplier represents and warrants that it has no business, professional, personal, or other
interest, including, but not limited to, the representation of other clients, that would conflict in
any manner or degree with the performance of its obligations under a Purchase Order or these
Terms and Conditions or is reasonably aware of any circumstances that will impair Supplier’s
impartiality to exercise independent judgement in the interest of Buyer in performing under a
Purchase Order or these Terms and Conditions (each a “Conflict of Interest”). If any such
actual or potential Conflict of Interest arises under a Purchase Order or these Terms and
Conditions, Supplier shall immediately inform Buyer in writing of such Conflict of Interest. If, in
the reasonable judgment of Buyer, such Conflict of Interest poses a material conflict with the
performance of Supplier's obligations under a Purchase Order or these Terms and Conditions,
then Buyer may terminate the Purchase Order and/or these Terms and Conditions
immediately upon written notice to Supplier and such termination of the Purchase Order and/or
these Terms and Conditions shall be effective upon receipt of the termination notice by
Supplier.

17. CONFIDENTIALITY

The Supplier shall consider as “Confidential Information” all non-public information provided
by the Buyer; all specifications or other documents prepared by the Buyer in connection with
a Purchase Order; the fact that the Buyer has contracted to purchase Goods and/or Services
from the Supplier, and all other non-public information relating to a Purchase Order. Without
the Buyer’s prior written consent, the Supplier shall not disclose or use any Confidential
Information for any purpose other than performing a Purchase Order.

18. ASSIGNMENT/SUBCONTRACTING

The Supplier may not cede, delegate and/or assign nor subcontract any part of a Purchase
Order without the Buyer’s prior written consent. If the Supplier subcontracts any part of a
Purchase Order, the Supplier shall bind each of its sub-contractors by terms no less stringent
than these Terms and Conditions; provided however that nothing contained in any such sub-
contracting arrangement shall create, nor be represented to create, a contractual relationship
between any such sub-contractor and the Buyer, nor shall the Supplier be relieved of its
obligations under these Terms and Conditions or the Purchase Order, notwithstanding the fact
that the Buyer consented to Supplier’s appointment of the sub-contractor.

19. TERMINATION FOR CONVENIENCE

Upon notice to the Supplier, the Buyer may terminate a Purchase Order or any part thereof
solely for its convenience. Upon its receipt of the Buyer’s notice of termination, the Supplier
will immediately stop and cause all its suppliers and sub-contractors to stop all work under the

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Purchase Order or the part which has been terminated. The Buyer will pay the Supplier’s
actual direct costs resulting from the termination but the Buyer will not pay the Supplier for any
work performed after receipt by the Supplier of the notice of termination, nor for any costs that
the Supplier could reasonably have avoided.

20. TERMINATION FOR CAUSE

Without prejudice to any of its other rights or remedies and without incurring any liability, the
Buyer may terminate a Purchase Order or any part thereof in the event that the Supplier
commits a material breach of its obligations under these Terms and Conditions and/or the
Purchase Order. Upon receipt of a notice of termination from the Buyer, the Supplier shall
immediately stop and cause all its suppliers and sub-contractors to stop all work under the
Purchase Order or the part, which has been terminated.

21. LIMITATION OF BUYER’S LIABILITY

THE BUYER SHALL NOT BE LIABLE TO THE SUPPLIER FOR ANY INDIRECT DAMAGE
OR CONSEQUENTIAL LOSSES, INCLUDING, BUT NOT LIMITED TO, THE LOSS OF
PROFITS, LOSS OF INCOME AND THE LOSS OF DATA. THE BUYER’S LIABILITY IN
RELATION TO ANY CLAIM FOR LOSS OR DAMAGE ARISING OUT OF OR, IN
CONNECTION WITH, OR RESULTING FROM THESE TERMS AND CONDITIONS OR A
PURCHASE ORDER SHALL IN NO CASE EXCEED THE PRICE ALLOCABLE TO THE
GOODS AND/OR SERVICES OR UNIT THEREOF GIVING RISE TO THE CLAIM.

22. TITLE AND RISK

Title to the Goods shall pass to the Buyer upon delivery to the designated delivery point without
prejudice to any right of rejection, which may accrue to the Buyer under these Terms and
Conditions. Delivery of the Goods and/or Services to the designated delivery point
extinguishes the Supplier’s proprietary rights in them and the Supplier retains no title. The
Supplier shall: (a) be responsible for and bear the risk of loss of or damage to the Goods until
they are collected by or delivered to the designated delivery point as stated in the Purchase
Order and accepted by the Buyer’s authorised representative, and (b) bear all risks and
expenses related to the return of rejected Goods requiring correction, including without
limitation, freight, duties, insurance, packaging, materials and labour costs.

23. WAIVER AND REMEDIES

Neither the Buyer’s failure to insist on the performance of any of these Terms and Conditions,
nor its failure to exercise any right or privilege, nor its waiver of any breach hereunder, shall
be deemed to be a waiver of any of the provisions under these Terms or Conditions or
breaches by the Supplier of a Purchase Order whether of the same or a similar type. The
rights and remedies provided by these Terms and Conditions are cumulative and in addition
to and not exclusive of any rights or remedies provided by law.

24. COOPERATION AND GOOD FAITH

Each of the Parties undertakes at all times to do all such things, perform all such acts, take all
such steps and procure the doing of all such things, within its power and control, as may be
open to it, necessary for and incidental to the putting into effect or maintenance these Terms
and Conditions.
The Parties shall at all times act in good faith towards each other and shall not bring the other
party into disrepute.

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25. PROTECTION OF PERSONAL INFORMATION & PEPSICO GLOBAL INFORMATION
SECURITY REQUIREMENTS

The Supplier shall fully comply with the statutory obligations contained in Protection of
Personal Information Act 4 of 2013 of the Republic of South Africa (“POPI”) when processing
Personal Information that the Supplier is exposed to during the course of delivering the Goods
and/or Services, which include but is not limited to information relating to the Buyer’s
employees, suppliers, customers, service providers and business. Without limiting the
generality of the aforesaid, the Supplier shall ensure that the statutory obligations in respect
of privacy and data protection in terms of POPI are strictly adhered to when processing data
subject's Personal Information and Buyer shall have the absolute right in its sole discretion to
conduct a POPI compliance audit of the Supplier’s systems and processes when handling and
processing personal information.

Notification of security breaches - Supplier will inform Buyer in a timely manner regarding any
breaches that may impact Buyer or the integrity of Buyer’s data.
Right to perform assessment - by request or upon significant changes to the relationship,
Supplier will accommodate Buyer’s information security assessments by providing
information/documentation on related policies and practices.
Adherence to security practices - Supplier and its sub-contractors will adhere to industry
acceptable practices regarding security policies/ guidelines/ standards (including physical
security, onboarding and off-boarding resources, etc.).
Timely response to vulnerabilities - Supplier will remediate, within industry best practice
timelines, security vulnerabilities that may impact Buyer.
Communication of significant changes - Supplier will inform Buyer in a timely manner of major
changes in its data environment that may impact Buyer.
Access to Personal Information (PI) - Supplier will notify Buyer of any access it will have to
Personal Information (PI). “Personal Information” means Buyer 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.

26. ADDRESS FOR NOTICES AND LEGAL PROCESS

Any written notice must be addressed to: Pioneer Food Group Proprietary Limited, Glacier
Place, 1 Sportica Crescent, Tygervalley, 7530, South Africa or e-mail at
[email protected] and must be marked for the attention of the Legal Department.
Any legal document must be delivered to / served by hand at: Pioneer Food Group Proprietary
Limited, Glacier Place, 1 Sportica Crescent, Tygervalley, 7530, South Africa and must be
marked for the attention of the Legal Department.

27. ENTIRE AGREEMENT

A Purchase Order shall incorporate these Terms and Conditions and shall constitute the entire
agreement of the Supplier and the Buyer regarding the supply of Goods and/or Services and
shall override and supersede any previous agreement or arrangement whether oral or in
writing between the Supplier and the Buyer unless expressly accepted in writing and signed
by an authorised representative of the Supplier and the Buyer. These Terms and Conditions
and any Purchase Order may not be modified except in writing and signed by an authorised
representative of the Supplier and the Buyer.

28. GOVERNING LAW

These Terms and Conditions and all Purchase Orders shall be governed by and construed in
accordance with the law of the Republic of South Africa.

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29. BBBEE: Broad-Based Black Economic Empowerment

Should the Supplier be a South African entity, Supplier undertakes to provide the Buyer with
its BBBEE rating certificate in relation to broad-based black economic empowerment on
request. If the Supplier is not a BBBEE rated company, the Buyer reserves the right, upon
written notice, to demand that the Supplier becomes a BBBEE rated company within a period
of 12 (twelve) calendar months. Should the Supplier fail to comply with such demand, the
Buyer shall be entitled to terminate these Terms and Conditions and any Purchase Order yet
to be delivered on written notice to Supplier.

30. GENERAL WARRANTIES

Supplier hereby warrants to and in favour of Buyer that:

(a) it has the legal capacity and has taken all necessary corporate action required to empower
and authorise it to enter into these Terms and Conditions;
(b) to the best of its knowledge and belief, it is not aware of the existence of any fact or
circumstance that may impair its ability to comply with all its obligations in terms of these
Terms and Conditions;
(c) it accepts these Terms and Conditions as principal (and not as agent or in any other
capacity);
(d) it is not relying upon any statement or representation by or on behalf of Buyer, except
those expressly set forth in these Terms and Conditions.
(e) there are no circumstances, facts or reasons which are known, or ought to be known by
the Supplier, which should have been disclosed to the Buyer and which would have influenced
the Buyer’s decision in appointing the Supplier to supply the Goods and/or Services;
(f) it has the appropriate governance, risk management, business continuity plans and internal
controls in place to deliver the Goods and/or Services in accordance with these Terms and
Conditions and to comply with all applicable laws;
(g) it shall at all times manufacturer, supply and deliver the Goods and/or Services with
competence, integrity and diligence;
(h) it has the operational capability and financial means and reserves to deliver the Goods
and/or Services in accordance with these Terms and Conditions; and
(i) it has in place and will maintain for the duration of its performance under a Purchase Order
the requisite licenses, qualifications and authority to provide the Goods and/or Services.

Supplier’s representations and warranties under this clause shall be a separate warranty and
will in no way be limited or restricted by inference from the terms of any other warranty or by
any other provisions in these Terms and Conditions; shall continue and remain in force
notwithstanding the completion of any or all the transactions contemplated in these Terms and
Conditions; and shall prima facie be deemed to be material and to be a material representation
inducing the Buyer to enter into these Terms and Conditions.

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