Terms and Conditions of Sale

Effective: October 5, 2026

These Terms and Conditions of Sale (“Terms”) govern every sale of products (“Products”) by GTDI, a Delaware corporation, registered to do business in California (“GTDI”), to a business or organization (“Customer”). “Business Day” means Monday through Friday, excluding U.S. federal holidays.

1. Quotes

1.1 GTDI prices products in written quotations (“Quotes”), in its customer portal at gtdi.net (the “Portal”) or otherwise. A Quote is valid until the date and time it states, in Pacific Time, or, if it states none, for 30 days after its date.

1.2 Prices are in U.S. dollars and exclude taxes and freight unless the Quote states otherwise. Each Quote states the freight basis, other charges, estimated lead time and payment terms.

1.3 A Quote marked firm (a “Firm Quote”) may be accepted until it expires; a Quote marked indicative is an estimate and cannot be accepted. Customer accepts a Firm Quote in the Portal or by a purchase order or written acceptance citing the Quote number.

2. Orders and acceptance

2.1 Customer’s acceptance or purchase order is an offer to buy (an “Order”); a contract forms only when GTDI confirms the Order in writing (an “Order Confirmation”). GTDI’s acceptance is expressly conditional on Customer’s assent to these Terms, and Customer’s additional or different terms do not apply unless GTDI agrees in a signed writing.

2.2 Before confirming, GTDI rechecks availability, price and freight; if it cannot confirm an Order as accepted, it will tell Customer before anything ships and may offer a revised Quote, which Customer may decline.

2.3 Customer may cancel an Order without charge until the Order Confirmation; afterwards, only with GTDI’s written agreement and payment of unrecoverable supplier charges and freight. Special-order Products cannot be cancelled after confirmation.

2.4 Portal acceptances, emails and electronic signatures are signed writings of their sender.

3. Minimum order and samples

3.1 The minimum merchandise value is $500 per shipment, excluding taxes, freight and fees. Smaller orders ship with a $75 delivery fee, shown on the Quote in addition to any freight charge. Shipments GTDI splits for its own reasons count as one.

3.2 Samples are available to approved accounts on request, charged at cost unless the supplier provides them at no charge.

4. Pricing and taxes

4.1 Prices in an Order Confirmation do not change, except under Section 4.3 or by written agreement.

4.2 Customer pays all sales, use, excise and similar taxes on the Products, other than taxes on GTDI’s income. GTDI charges tax where the law requires unless Customer provides a valid resale or exemption certificate for the delivery state; if a certificate proves invalid, Customer pays the tax and any interest and penalties.

4.3 If a new or increased tariff, duty or government charge on the Products takes effect between the Order Confirmation and shipment, GTDI will tell Customer the price change before shipping, and Customer may accept it or cancel the affected lines without charge.

5. Payment

5.1 Customer may pay by credit card, ACH transfer or wire transfer. Without approved credit terms, payment is due before shipment.

5.2 Credit terms require a credit application, with trade and bank references, approved by GTDI in writing. With approved credit, each invoice is due 30 days after its date (Net 30).

5.3 Past-due amounts bear a late charge of 1.5% per month or the maximum rate the law permits, whichever is less, and Customer pays reasonable costs of collection, including attorneys’ fees.

5.4 If an account is past due or Customer’s credit standing changes, GTDI may place it on credit hold, suspend shipments, reduce or withdraw credit, or require prepayment. Customer must dispute invoices in writing before the due date, pay undisputed amounts on time, and make no setoff without GTDI’s written agreement.

5.5 GTDI never changes its payment instructions by email. Customer must confirm any new or changed bank details by calling 424-832-6485 before paying.

6. Shipping, delivery and risk of loss

6.1 Unless the Quote states otherwise, Products ship FOB shipping point, freight prepaid by GTDI and added to the invoice. GTDI coordinates shipping through its suppliers and carriers by parcel, less-than-truckload or truckload service, as the Quote and the Shipping and Delivery Policy describe.

6.2 Title and risk of loss pass to Customer on delivery to the carrier at the shipping point or, for pickup, when Customer collects the Products.

6.3 Lead times and delivery dates are estimates. If a shipment will be late, GTDI will tell Customer, who may cancel the delayed lines, other than special-order Products, without charge before they ship. GTDI is not otherwise liable for delay.

7. Inspection and claims

7.1 Customer must inspect deliveries on arrival, note visible damage or shortage on the delivery receipt before signing, and report it within 2 Business Days after delivery. Concealed damage, shortages found on unpacking and wrong items must be reported within 5 Business Days after delivery, with the Products and packaging kept for inspection.

7.2 GTDI files and manages carrier claims for freight it arranges and, for confirmed claims, replaces the Products or issues a credit, at Customer’s choice. Products not reported under this Section are accepted, except for latent defects, which Section 10 covers.

8. Returns

Customer may return unopened, undamaged full cases within 30 days after delivery under a return merchandise authorization (“RMA”) from GTDI, subject to any supplier restocking fee stated on the RMA before Customer ships. Opened cases, including opened medical devices, special-order and custom Products, and Products the Quote marks non-returnable cannot be returned. The Returns and Claims Policy gives the procedure.

9. Substitutions

GTDI substitutes only with Customer’s written approval. A substitution is any difference from the Order Confirmation in manufacturer, item number, material, size, thickness, pack-out or country of origin; an unapproved substitute is a wrong item.

10. Product information and warranties

10.1 GTDI is a distributor, not the manufacturer; specifications, regulatory clearances, labeling and instructions for use are the manufacturer’s. Customer selects Products suitable for its use, and GTDI does not give medical, clinical, safety or regulatory advice. Food-service and industrial gloves are not for medical use.

10.2 GTDI passes through every manufacturer warranty it lawfully can and helps Customer make warranty claims. GTDI makes no additional warranty, except that it conveys good title to the Products, free of liens.

10.3 EXCEPT AS STATED IN SECTION 10.2, AND TO THE EXTENT PERMITTED BY LAW, GTDI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11. Limitation of liability

TO THE EXTENT PERMITTED BY LAW, GTDI IS NOT LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OR FOR LOST PROFITS, AND GTDI’S TOTAL LIABILITY ARISING FROM AN ORDER IS LIMITED TO THE PRICE PAID FOR THE PRODUCTS GIVING RISE TO THE CLAIM. These limits do not apply to fraud, gross negligence, willful misconduct, bodily injury or death caused by GTDI’s negligence, or liability that cannot lawfully be limited.

12. Recalls

GTDI notifies Customer of recalls of Products it supplied under its Recall Notification Policy. Customer will keep lot records, follow the manufacturer’s recall instructions and cooperate with GTDI.

13. Compliance with laws

13.1 Customer will comply with all laws applying to its purchase, storage, use, resale and disposal of the Products, including laws on medical devices, over-the-counter drugs, registered disinfectants and hazardous materials.

13.2 Customer may resell Products only with every license the law requires and a valid resale certificate on file with GTDI, in the manufacturer’s original, unaltered packaging and labeling, and subject to any resale restriction on the Quote. Pricing quoted for a stated use, end user or delivery location applies only to it; Customer will not divert Products bought at that pricing.

13.3 Customer will not export or re-export Products except in compliance with U.S. export control and sanctions laws.

14. Force majeure

GTDI is not liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, war, labor disputes, government action, carrier delays and supplier failures. GTDI will tell Customer promptly, and Customer may cancel affected unshipped lines without charge.

15. Governing law and venue

California law governs these Terms and every sale, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods. The state and federal courts in Los Angeles County, California, have exclusive jurisdiction over any dispute, to which each party consents.

16. Entire agreement and changes

These Terms, the Quote and the Order Confirmation are the entire agreement for each sale. A written agreement signed by both parties prevails over these Terms, which prevail over GTDI’s policies. GTDI may update these Terms by posting a new version at gtdi.net; the version in effect when a Quote is issued governs Orders under it. Waivers must be in writing, an unenforceable provision does not affect the rest, and Customer may not assign an Order without GTDI’s written consent.

17. 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