Circular 39/2025/TT-BCT on the maximum value of promotional goods and services, maximum discount rate for promoted goods and services

CIRCULAR

On the maximum value of promotional goods and services and maximum discount rate for promoted goods and services provided by traders in sales promotion activities

Pursuant to the Commercial Law No. 36/2005/QH11 dated June 14, 2005;

Pursuant to the Government's Decree No. 40/2025/ND-CP, dated February 26, 2025, defining the functions, tasks, powers and organizational structure of the Ministry of Industry and Trade;

Pursuant to the Government’s Decree No. 81/2018/ND-CP dated May 22, 2018, detailing the Commercial Law’s provisions on trade promotion;

Pursuant to the Government’s Decree No. 128/ND-CP dated October 10, 2024, amending and supplementing a number of articles of Decree No. 81/2018/ND-CP;

Pursuant to the Government's Decree No. 146/2025/ND-CP dated June 12, 2025, providing for decentralization and delegation of authority in the field of industry and trade;

At the proposal of the Director General of the Vietnam Trade Promotion Agency,

The Minister of Industry and Trade hereby promulgates the Circular on the maximum value of promotional goods and services and maximum discount rate for promoted goods and services provided by traders in sales promotion activities.

Article 1. Scope of regulation

This Circular specifies the maximum value of promotional goods and services and maximum discount rate for promoted goods and services provided by traders in sales promotion activities.

Article 2. Subjects of application

1. Goods producers or traders and service providers conducting sales promotion directly or through distribution traders (wholesalers, retailers, agents, franchisers and other distribution traders as prescribed by law);

2. Sales promotion service providers conducting sales promotion for goods or services of other traders under agreements with the latter;

3. Organizations and individuals engaged in trade-related activities, and entities entitled to conduct trade promotion prescribed in Article 91of the Commercial Law shall, when carrying out trade promotion activities, comply with this Circular and relevant laws.

Article 3. Maximum value of promotional goods and services

1. The material value used for sales promotion for a unit of goods or service must not exceed 50% of the sale price of such unit before the promotion time, except sales promotion in the forms specified in Clauses 8 and 9, Article 92 of the Commercial Law, and Article 8; Clause 2, Article 9; and Articles 12, 13 and 14, of the Government's Decree No. 81/2018/ND-CP dated May 22, 2018, detailing the Commercial Law’s provisions on trade promotion.

2. The total value of promotional goods or services under a sales promotion program must not exceed 50% of the total value of promoted goods or services, except sales promotion in the forms specified in Clauses 8 and 9, Article 92 of the Commercial Law, and Article 8; and Clause 2, Article 9, of Decree No. 81/2018/ND-CP.

3. The value of promotional goods or services falls into of one of the following cases:

a) In case traders conducting sales promotion neither directly produce nor import promotional goods nor directly provide promotional services, the value of such promotional goods or services will be calculated based on the prices paid by the traders to purchase such promotional goods or services or in the market prices of such promotional goods or services at the time of announcement;

b) For promotional goods and services directly produced, imported or provided by traders conducting sales promotion, their value shall be calculated based on their cost prices or import prices.

4. For grand sales promotion programs, the limit is 100% of the value of the promotional goods or services. Such limit shall also be applied to sales promotion activities within trade promotion programs or activities decided by the competent agency at central level.

5. Grand sales promotion programs referred to in Clause 4 in this Article include:

a) State agencies (at the central and provincial levels) shall issue decisions on organization of grand sales promotion programs for the purpose of implementing target economic development policies of the country or localities.  The State shall adopt incentive policies for organization of grand sales promotion programs. All traders may participate in these programs;

b) Sales promotions on Tet holidays and other holidays as prescribed by the labor law, including:

- Sales promotions on the Lunar New Year occasion: 30 days ahead of the first day of the lunar year;

- Other holidays: The duration of each promotion conducted on other holidays must not exceed the number of such holidays prescribed by the labor law.

Article 4. Maximum discount rate for promoted goods and services

1. The maximum discount rate is 50% of the prices of promoted goods or services before the sales promotion.

2. For grand sales promotion programs specified in Clause 5 of Article 6, the maximum discount rate is 100% for promoted goods and services. This rate shall also be applied to sales promotion activities within trade promotion programs or activities decided by the competent agency at central level.

3. No maximum discount rate shall be applied to sales promotion of:

a) Goods or services under the price valorization policies of the State;

b) Fresh foods;

c) Goods or services of businesses which go bankrupt, are dissolved, or change their business or production locations or lines.

Article 5. Effect

1. This Circular takes effect from July 1, 2025.

2. Sales promotion activities and grand sales promotion programs applying the maximum value of promotional goods and services and the maximum discount rate for promoted goods and services under Articles 6 and 7 of Decree No. 81/2018/ND-CP and Clauses 1 and 2, Article 1 of Decree No. 128/2024/ND-CP before the effective date of this Circular shall continue to be implemented until the end of the corresponding sales promotion period or grand sales promotion program./.