General Terms and Conditions of Supply

Effective Date: 1 September 2025

1. Scope and Acceptance

These General Terms and Conditions (“Terms”) govern all purchases of products (“Products”) and services (“Services”) made by B4 Collective, LLC d/b/a The GameDay Dog (“The GameDay Dog”) from any supplier (“Supplier”). Acceptance of any Purchase Order (“PO”) or commencement of performance constitutes Supplier’s unconditional acceptance of these Terms.

2. Purchase Orders and Forecasts

Purchase Orders issued by The GameDay Dog define quantities, prices, and delivery dates.
Forecasts are non-binding and for planning only.
No change to a PO is valid unless approved in writing by The GameDay Dog.

3. Pricing and Payment

All prices are firm, in U.S. dollars, and inclusive of all duties, taxes, tariffs, and charges unless otherwise stated. Supplier shall not invoice for any additional fees without prior written consent. Payment terms are as stated on the PO.

4. Lead Time, Delivery, and Logistics

Supplier shall meet agreed lead times and ensure on-time, in-full delivery.
If delays are anticipated, Supplier must notify The GameDay Dog immediately and propose recovery actions. Repeated late deliveries may result in termination of Supplier’s approval or rejection of future orders.

5. Quality and Inspection

All Products must meet The GameDay Dog’s specifications, quality standards, and performance requirements.The GameDay Dog reserves the right to inspect or test Products at any time and reject non-conforming goods at Supplier’s cost.
Supplier shall implement a corrective and preventive action (CAPA) plan within ten (10) business days of notification of nonconformance.

6. Packaging and Sustainability

Supplier shall use packaging that is recyclable, durable, and consistent with The GameDay Dog’s brand and environmental requirements.
Obsolete, defective, or surplus Products and packaging shall be disposed of in accordance with Section 8 (Destruction and Sustainability).

7. Change Control

Supplier shall not modify materials, components, processes, or factory locations without prior written approval.
Unapproved changes may be deemed a material breach.

8. Overruns, Destruction, and Sustainability

All Products bearing The GameDay Dog or collegiate marks are the property of The GameDay Dog. Supplier shall not sell or donate overruns, seconds, or rejected goods.
When destruction is authorized, Supplier shall follow approved sustainable-destruction procedures, including documentation, recycling assessment, and chain-of-custody certification. Destruction evidence must be retained for five (5) years.

9. Compliance and Ethical Standards

Supplier shall comply with The GameDay Dog Supplier Code of Conduct and all applicable Laws, including labor, environmental, anti-bribery, and trade compliance requirements.
All facilities used in producing Licensed Products must be pre-approved in writing by The GameDay Dog and, where applicable, the Collegiate Licensing Company (CLC).
The GameDay Dog, CLC, and their designees may audit Supplier or its factories to verify compliance.

10. Insurance and Liability

Supplier shall maintain insurance coverage adequate to support its obligations under these Terms, including general liability and product liability insurance naming The GameDay Dog as additional insured. Supplier shall defend, indemnify, and hold harmless The GameDay Dog and its licensors from any loss or claim arising out of defective Products, breach, or infringement.

11. Intellectual Property

All intellectual property, designs, tooling, and Brand Assets provided or paid for by The GameDay Dog remain its sole property. Supplier shall not use such assets except to fulfill POs. Any improvements or deliverables developed for The GameDay Dog automatically vest in The GameDay Dog.

12. Confidentiality and Data Security

Supplier shall protect all non-public information received from The GameDay Dog and implement appropriate data-security safeguards. Breach of confidentiality may result in immediate termination of Supplier’s relationship.

13. Termination

The GameDay Dog may terminate any PO or relationship immediately upon Supplier’s material breach, failure to meet quality or compliance obligations, insolvency, or violation of The GameDay Dog’s Code of Conduct. Supplier shall cease production and return or destroy all materials bearing The GameDay Dog’s Brand Assets as directed.

14. Force Majeure

Neither party shall be liable for delays caused by Force Majeure Events as defined in the MSA framework, provided the affected party promptly notifies the other and mitigates impact. The GameDay Dog may source affected Products elsewhere during such periods without liability.

15. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, U.S.A. Any dispute shall be resolved by binding arbitration in Orange County, Virginia, in accordance with the rules of the American Arbitration Association (AAA).

16. Entire Agreement

These Terms, together with any PO issued hereunder, represent the entire understanding between the parties and supersede all prior communications or agreements relating to the same subject matter. Supplier’s acceptance of any PO constitutes full acceptance of these Terms.