Supplier Terms

Effective: October 5, 2026

These Supplier Terms (“Terms”) apply to every quotation a supplier (“Supplier”) gives GTDI, a Delaware corporation, registered to do business in California (“GTDI”), every purchase order GTDI issues (a “PO”), and every product supplied under them (“Products”). “Customer” means a GTDI customer to which Products are delivered, and “business day” means Monday through Friday, excluding U.S. federal holidays.

1. How these Terms apply

1.1 A supply agreement signed by GTDI and Supplier prevails over these Terms where they conflict. Otherwise, these Terms and the PO are the entire agreement for each purchase, and terms in Supplier’s quotations, acknowledgments or invoices that add to or differ from them do not apply unless GTDI agrees in writing.

1.2 GTDI orders only by written PO stating the Products, quantities, prices, ship-to address and receiving instructions. Supplier accepts a PO by acknowledging it in writing or by shipping under it, and confirms the ship date promptly. Forecasts and volume estimates GTDI shares are not commitments to buy.

2. Product requirements

Supplier warrants that every Product:

• is genuine, new, unused and first quality, sourced from the manufacturer or its authorized distribution channel;
• is not counterfeit, diverted, gray-market, relabeled, repackaged, expired, recalled or on regulatory hold;
• conforms to the manufacturer’s specifications, Supplier’s quotation and documents, and any approved sample;
• is free from defects, merchantable and fit for its labeled use, comes with good title free of liens, and infringes no third party’s rights;
• is not adulterated or misbranded under the Federal Food, Drug, and Cosmetic Act and is not subject to an FDA import alert or detention; and
• was not made wholly or partly with forced labor and is not barred from import under a U.S. Customs and Border Protection withhold release order or finding or the Uyghur Forced Labor Prevention Act.

These warranties run to GTDI and its Customers and survive delivery, inspection and payment.

3. Regulatory compliance and labeling

Products must comply with every law that applies to them, including, as applicable: FDA establishment registration, device listing, 510(k) clearance and device labeling, including unique device identification; NIOSH approval and approval labeling for respirators; FDA drug listing and Drug Facts labeling for over-the-counter drugs such as hand sanitizers; EPA registration and accepted labeling for disinfectants; FDA food-contact regulations for food-service products; country-of-origin marking; California Proposition 65 warnings; and U.S. Department of Transportation rules for hazardous materials. Labels must show the lot number and, where the product has one, the expiration date.

4. Documentation and traceability

Supplier will provide, with its quotation or on request:

• the current, dated specification sheet;
• the current safety data sheet for every product that requires one, with the first shipment and after each revision;
• the regulatory identifiers that apply: 510(k) number and the item numbers it covers, NIOSH approval number, EPA registration number, National Drug Code, or a food-contact compliance statement naming the regulation;
• test reports supporting any performance or protection claim;
• a certificate of analysis for any lot, on request;
• units per box, boxes per case, case dimensions and weight, and the pallet configuration;
• the manufacturer, manufacturing site and country of origin; and
• photos of box and case labels, on request.

Supplier will record the lot numbers shipped on each PO and report them to GTDI on request, so every shipment can be traced.

5. Quotations and pricing

Quotations must be in writing and state the unit of sale, quantity tiers, minimums, valid-until date, freight terms (including any prepaid threshold and accessorial charges), payment terms, and where the stock is and when it was confirmed. Quoted prices hold until the valid-until date, and prices on an accepted PO are firm. Supplier will give at least 30 days’ written notice of any price change for continuing supply.

6. Lead times, backorders and substitutions

6.1 Supplier will ship by the confirmed date and will notify GTDI in writing within one business day of learning of any delay, shortage, backorder, allocation or discontinuation affecting a PO or a continuing Product.

6.2 Supplier will not change the manufacturer, item number, material, size, thickness, pack-out, labeling or country of origin of any Product, or ship partial quantities, without GTDI’s prior written approval.

7. Shipping and drop-shipment

7.1 Supplier will ship to the address on the PO, including directly to Customers; follow the PO’s receiving instructions, such as appointments, liftgate service and delivery hours; palletize to its stated configuration; and send GTDI the carrier, tracking or PRO number and proof of delivery.

7.2 Drop-shipments must be blind: GTDI’s or neutral packing slips only, and no Supplier invoices, pricing or promotional material in the shipment.

7.3 Freight terms and the point at which risk of loss passes are as stated on the PO. If the PO is silent, Supplier bears the risk of loss until delivery at the ship-to address.

8. Inspection and nonconforming Products

GTDI and its Customers may inspect Products on delivery and within a reasonable time afterwards. GTDI may reject or return nonconforming Products, including wrong, damaged, short-dated or undocumented Products, at Supplier’s expense for replacement or full credit. Payment is not acceptance.

9. Recalls and safety notices

Supplier will notify GTDI in writing within one business day after it initiates or learns of any recall, market withdrawal, field correction, safety alert, import alert, withhold release order or other regulatory action affecting Products supplied to GTDI, with the affected item and lot numbers and the manufacturer’s instructions. Supplier will cooperate in notifying Customers and will bear the reasonable costs of a recall caused by the Products, including return freight, replacements and credits.

10. Product images and marketing assets

To the extent of its own rights and the rights the brand owner has authorized it to extend, Supplier grants GTDI a non-exclusive, royalty-free license to use product images, descriptions, specifications, documents, names, logos and trademarks to identify, list, describe and advertise the Products on GTDI’s website, customer portal, quotes, catalogs and sales materials, while GTDI offers the Products and sells remaining stock. Supplier will tell GTDI in writing of any restriction on that use. GTDI credits the brand owner, does not alter assets in a misleading way, and stops new uses within a reasonable time after written notice.

11. Samples

On request, Supplier will provide production-representative samples for evaluation and Customer trials, at no charge unless agreed otherwise in writing.

12. Invoices, payment and tax documents

12.1 Payment terms are those agreed in writing and stated on the PO. Invoices must reference the PO number, item numbers and lots shipped.

12.2 GTDI pays by ACH, wire or another method agreed in writing, and pays only to bank details it has verified by calling a number it already holds. GTDI never acts on payment-instruction changes received only by email, and asks Supplier to verify any change to GTDI’s details the same way.

12.3 Supplier will provide a Form W-9 before its first invoice and a certificate of insurance on request. GTDI provides its Form W-9 and certificate of insurance on request. Supplier will charge sales tax only where the law requires and will honor any valid resale or exemption certificate GTDI provides.

13. Insurance and indemnity

13.1 Supplier will maintain commercial general liability insurance, including products and completed operations coverage, with financially sound insurers in amounts customary for the Products, and will name GTDI as an additional insured on request.

13.2 Supplier will defend, indemnify and hold harmless GTDI, its Customers and their personnel from claims, losses and expenses, including reasonable attorneys’ fees, arising from defective or nonconforming Products, recalls, infringement, Supplier’s breach of these Terms, or Supplier’s negligence or violation of law.

14. Confidentiality and conduct

14.1 Each party will keep the other’s non-public pricing, terms and business information confidential. Supplier will use Customer names, addresses and contacts received from GTDI only to fulfill GTDI’s POs and will not use them to solicit Customers.

14.2 Supplier represents that neither it nor its principals is excluded from federal health care programs, debarred from federal contracting, or on a U.S. sanctions list. Supplier will not offer GTDI personnel gifts, payments or anything of more than nominal value.

15. General

California law governs these Terms, and the state and federal courts in Los Angeles County, California, have exclusive jurisdiction over disputes under them. Supplier may not assign a PO without GTDI’s written consent. GTDI may update these Terms by posting a new version at gtdi.net; the version in effect when a PO is issued applies to it.

16. Contact

GTDI · Los Angeles, California · 424-832-6485 · sales@gtdi.net · Monday–Friday, 8:00 a.m.–5:00 p.m. Pacific Time

GTDI · Los Angeles, California · 424-832-6485 · sales@gtdi.net