Terms of Sale

TERMS OF SALE 

GALT PHARMACEUTICALS, LLC & ATLAND PHARMACEUTICALS, LLC 

(Last updated and effective as of 11/9/2026)

 

These Terms of Sale ("Terms") govern purchases of pharmaceutical products ("Products") manufactured, distributed, or licensed by Galt Pharmaceuticals, LLC (“Galt”) or Atland Pharmaceuticals, LLC (“Atland”) (Galt and Atland each, a “Seller,” and collectively, “Seller Parties”), whether such purchase order requests are submitted through the Galt Direct online ordering platform, by email, or otherwise (each, a “Purchase Order”)  by the purchaser identified in the applicable Purchase Order ("Purchaser"). By submitting a Purchase Order on or after the effective date of these Terms, Purchaser agrees to be bound by these Terms.  

 

  1. Purchase Orders; Acceptance.
  1. Purchaser should submit Purchase Orders for Products through the Seller Parties' Galt Direct online ordering platform. Each Purchase Order is subject to acceptance by the applicable Seller in its sole discretion, including any Purchase Order submitted via email or outside of the Galt Direct ordering platform. Seller Parties reserve the right to reject any purchase order, in whole or in part, for any reason. 
  1. Seller Parties may add, remove, or modify available Products for sale at any time without prior notice. 

 

  1. Pricing.
  1. Products will be invoiced at the then-current rates as determined by the applicable Seller at the time of acceptance of any Purchase Order. All prices are exclusive of applicable taxes, duties, excises, and other governmental charges, which shall be the sole responsibility of Purchaser. Seller Parties do not offer chargebacks, rebates, or other price adjustments on Products unless expressly agreed upon in a separate written agreement between the applicable Seller and Purchaser.  
  1. Seller Parties may adjust pricing at any time, with revised pricing applying to all Purchase Orders submitted on or after the effective date of the change. Purchaser's submission of a Purchase Order after a price change constitutes acceptance of the revised pricing.  

 

  1. Payment.
  1. Unless otherwise agreed upon in writing, payment is due 100% upfront by electronic funds transfer, credit card (subject to a 3% transaction fee), or any other method acceptable to the applicable Seller. 
  1. Product will not be shipped until funds have been received in full by the applicable Seller. 
  1. All amounts payable under these Terms are non-refundable except as expressly provided in the Return Goods Policy. 

 

  1. Shipping and Delivery.
  1. Orders submitted via the Galt Direct ordering portal and paid in full by 12:00 p.m. Eastern Time will be submitted to the applicable Seller's warehouse or third-party logistics provider for shipment the same day, Monday through Thursday. Orders received after the noon cutoff will be submitted on the following shipping day. Orders received on Friday will be held until the following Monday. 
  1. Holiday shipping is subject to special circumstances. Information is available through the Galt Direct help desk at 855-965-2783 or via email at galtdirect@galtrx.com. 
  1. Title to and risk of loss for Products passes to Purchaser upon delivery to the carrier at the applicable shipping point (FOB Origin). 

 

  1. Data Reporting.
  1. If Purchaser is considered a secondary distributor, wholesaler, or any business that does not directly supply Products to end user patients pursuant to a prescription (e.g., if Purchaser is not a pharmacy), Purchaser shall provide sales data to Seller Parties for all sales, transfers, or returns of Products shipped to Purchaser's customers. The minimum required data fields are: (i) shipped date, (ii) shipped quantity, (iii) NDC, and (iv) pharmacy zip code. 
  1. Data shall be sent to Seller Parties in .csv or .xlsx format no less frequently than monthly, and no later than the 5th of each calendar month following the month of sale. Data should be delivered to Seller Parties via email to aharrell@galtrx.com (or such other email address as either Seller may designate either by updating these Terms or by sending a notification to Purchaser). 
  1. If Purchaser fails to provide the required data, either Seller, as applicable, has the right to hold any pending or future orders until the data requirement has been met. 
  1. Seller Parties may update the data requirements from time to time in the ordinary course of business by written notice to Purchaser (which may be delivered via email). 

 

  1. Return Goods Policy.

All purchases are subject to Seller Parties' Return Goods Policy, a current copy of which is available on the Galt Direct ordering platform and incorporated herein by reference. Seller Parties may modify the Return Goods Policy at any time in their sole discretion. 

 

  1. Supply Shortages.

If Seller Parties are unable to fill Purchaser's orders for any Product due to supply constraints, market conditions, or other circumstances, Seller Parties may allocate available supply in their sole discretion. Purchaser shall have no claim or remedy against Seller Parties arising from any such shortage or allocation. 

 

  1. Representations, Warranties, and Covenants of Purchaser.

Purchaser represents, warrants, and covenants that: 

  1. Purchaser holds, and shall maintain at all times, all licenses, permits, and registrations required to purchase, store, and distribute the Products, and shall comply with all federal, state, and local laws, rules, regulations, and registration requirements governing the storage, sale, and distribution of Products, including the Drug Supply Chain Security Act ("DSCSA"). Purchaser is, and shall remain at all times it sells or distributes any Product, an authorized trading partner under the DSCSA.  
  1. Purchaser shall not sell or distribute any Product to any pharmacy or other customer that does not hold all licenses required under applicable federal and state law, including DEA registration (when applicable) and state pharmacy licensure. Purchaser is responsible for verifying the licensing status of its customers prior to sale. 
  1. Purchaser shall store and handle all Products in accordance with applicable law, Product labeling, and any written instructions provided by Seller Parties, including maintaining appropriate temperature controls where required. Upon reasonable notice, Purchaser shall permit Seller Parties or their representatives to inspect Purchaser's storage facilities to verify compliance with this Section. 
  1. Neither Purchaser nor any of its employees or agents involved in the performance of these Terms is debarred, excluded, or otherwise ineligible to participate in federal healthcare programs under 21 U.S.C. § 335a (FDA debarment) or 42 U.S.C. § 1320a-7 (OIG exclusion). Purchaser shall notify Seller Parties immediately upon becoming aware of any action or investigation that could result in such debarment or exclusion. 
  1. All compensation paid under these Terms reflects fair market value for goods actually provided and is not determined by or intended to influence the volume or value of referrals or business reimbursable by any federal healthcare program. Purchaser shall conduct its activities in compliance with the Anti-Kickback Statute (42 U.S.C. § 1320a-7b) and applicable safe harbor regulations. 

 

  1. Seller Representations.
  1. Seller Parties represent that, at the time of shipment, Products supplied under these Terms are manufactured in accordance with applicable law and are not adulterated or misbranded within the meaning of the Federal Food, Drug, and Cosmetic Act. 
  1. All compensation paid under these Terms reflects fair market value for goods actually provided and is not determined by or intended to influence the volume or value of referrals or business reimbursable by any federal healthcare program. 
  1. Products are sold to Purchaser free and clear of any liens or encumbrances.  

 

  1. DSCSA Compliance.

Upon the applicable Seller's request, Purchaser shall reasonably cooperate with such Seller in responding to any verification request or investigating suspect or illegitimate Product, including by providing records in Purchaser's possession relating to the affected Product and by withholding affected Product from further distribution pending such Seller's determination. Purchaser shall notify the applicable Seller promptly, and in any event within two (2) business days, after determining that any Product in its possession or control is suspect or illegitimate Product (as such terms are defined in the DSCSA). Purchaser will bear its own costs incurred in performing its obligations under this Section 10. Seller Parties shall have no responsibility or liability for Purchaser's failure or inability to receive, maintain, or use any transaction documentation provided by a Seller. 

 

  1. Product Recalls; Adverse Event Reporting.
  1. Seller Parties shall have sole authority to initiate and direct any recall, market withdrawal, or field correction of the Products ("Recall"). Upon notice of a Recall, Purchaser shall (i) immediately cease distribution of the affected Products, (ii) notify its customers and downstream purchasers as directed by the applicable Seller, (iii) cooperate in retrieving affected Products from the market, and (iv) preserve all records related to the affected Products. Seller Parties shall bear the costs of any Recall to the extent the Recall arises from the acts or omissions of Seller Parties. Purchaser shall bear the costs of any Recall to the extent the Recall arises from Purchaser's breach of these Terms or failure to perform its responsibilities hereunder. 
  1. (Purchaser shall notify Seller Parties within twenty-four (24) hours of becoming aware of any adverse event, product quality complaint, or safety concern relating to any Product. Such notice shall be directed to the adverse event hotline (1-844-416-4284), or to such other contact as Seller Parties may designate at any time by written notice to Purchaser (including via email, by posting on the ordering platform, or updating these Terms). Purchaser shall cooperate with Seller Parties in any investigation related to such reports and shall not communicate with any regulatory authority regarding Product safety matters without prior coordination with Seller Parties, except as required by law. 

 

  1. 12. Insurance.

Purchaser shall, at all times while purchasing or distributing Products under these Terms, maintain adequate insurance coverage, including commercial general liability and product liability insurance, in amounts sufficient to cover the risks associated with Purchaser's business and its purchase, storage, and distribution of the Products. Upon request, Purchaser shall furnish Seller Parties with a certificate of insurance evidencing such coverage. 

 

  1. 13. Intellectual Property.

As between the parties, Seller Parties own and retain all right, title, and interest in and to all intellectual property relating to the Products, including all patents, copyrights, trade secrets, trademarks, service marks, trade names, Product names, NDCs, logos, packaging, and labeling (collectively, "Seller IP"). Subject to these Terms, Purchaser is granted a limited, non-exclusive, non-transferable, revocable license to use the Product names solely to market, distribute, and resell the Products purchased from Seller Parties. Purchaser shall not alter, obscure, or remove any Seller IP or Product markings, and shall not register, attempt to register, challenge, or assist any challenge to any Seller IP. Any use of the trademarks by Purchaser, and all goodwill arising from such use, inures solely to the benefit of Seller Parties. This license terminates automatically upon the earliest of (i) Purchaser's completion of the sale of all Products purchased from Seller Parties (ii) Purchaser's material breach of these Terms, or (iii) written notice (via email) by Seller Parties delivered to Purchaser. Notwithstanding the foregoing, the license terminates automatically with respect to any unsold Product upon the expiration of such Product. 

 

  1. 14. Confidentiality.

Purchaser shall hold in confidence, and shall not use or disclose except as necessary to perform under these Terms, any non-public, proprietary, or confidential information of Seller Parties, including pricing, Product information, and business terms. Purchaser shall protect such information using at least reasonable care and shall not disclose it to any third party without Seller Parties' prior written consent, except to its personnel and advisors who have a need to know and who are bound by comparable obligations. These obligations do not apply to information that is or becomes public through no fault of Purchaser, is independently developed without use of Seller Parties' information, or is required to be disclosed by law (in which case Purchaser shall, where legally permitted, give Seller Parties prompt notice). These obligations survive for two (2) years following termination, except that trade secrets remain protected for as long as they qualify as such under applicable law. 

 

  1. 15. Indemnification.

Purchaser shall indemnify, defend, and hold harmless Seller Parties and their respective affiliates, officers, directors, members, managers, employees, and agents from and against any and all claims, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (i) Purchaser's storage, handling, marketing, sale, or distribution of the Products; (ii) Purchaser's breach of these Terms or of any representation, warranty, or covenant herein; (iii) Purchaser's violation of any applicable law, rule, or regulation; or (iv) the acts or omissions of Purchaser's customers, secondary wholesalers, or other downstream recipients of the Products. 

 

  1. 16. Disclaimer of Warranties.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, SELLER PARTIES MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, AND EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 

 

  1. 17. Limitation of Liability.

Purchaser's sole and exclusive remedy with respect to any Product is as set forth in the Return Goods Policy. In no event shall Seller Parties or any of their affiliates be liable to Purchaser for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits or lost revenue, arising out of or relating to these Terms, regardless of the theory of liability. Seller’s aggregate liability under these Terms shall not exceed the amounts actually paid by Purchaser to the applicable Seller for the specific Product giving rise to the claim during the six (6) months immediately preceding the event giving rise to the claim. 

 

  1. 18. Force Majeure.

No party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent such failure or delay results from circumstances beyond the party's reasonable control, including acts of God, natural disasters, war, terrorism, embargoes, government orders, or failures of suppliers or carriers. The affected party will provide prompt written notice and use commercially reasonable efforts to mitigate the effects. If a force majeure event continues for more than sixty (60) days, either party may terminate these Terms upon written notice without liability. 

 

  1. 19. Acceptance; Modifications of Terms.
  1. By submitting a Purchase Order, Purchaser agrees to be bound by the then-current version of these Terms. These Terms apply to every Purchase Order submitted by Purchaser and remain in effect for so long as Purchaser continues to submit Purchase Orders or retains any Products purchased under these Terms in its inventory. No course of dealing or usage of trade shall be used to modify these Terms. 
  1. These Terms may be updated from time to time in Seller Parties’ sole discretion. The current version will be generally available on the Galt Direct ordering platform, or Purchaser may request a copy of the current Terms directly from either Seller at any time. Purchaser is responsible for reviewing the Terms periodically. Purchaser’s submission of a Purchase Order after any update constitutes acceptance of the updated Terms. 

 

  1. 20. Miscellaneous.
  1. Governing Law; Dispute Resolution. These Terms shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms will first be subject to good faith negotiation for a period of thirty (30) days following written notice. If unresolved, the dispute will be submitted to binding arbitration in the State of Georgia or virtually, at the election of the initiating party, administered under the rules of the American Arbitration Association. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. 
  1. Assignment. Purchaser may not assign these Terms or any rights hereunder. 
  1. Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or agency relationship. 
  1. Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, all other provisions shall remain in full force and effect.  
  1. Entire Agreement; Conflicts. These Terms, together with each accepted  Purchase Order, the Return Goods Policy, and any product-specific addendum, constitute the entire agreement between the parties with respect to Purchaser's purchase and distribution of Products and supersede all prior or contemporaneous agreements, understandings, or representations relating to the same subject matter, other than any separate written agreement signed by Purchaser and a Seller. If these Terms conflict with any such separate agreement, these Terms shall control unless such agreement expressly states that it supersedes the conflicting provision of these Terms. Notwithstanding the forgoing, any purchase order accepted before the effective date of these Terms shall remain governed by the terms in effect when such purchase order was accepted by the applicable Seller Party. 
  1. Notices. Notices under these Terms shall be in writing and sent to the email address on file for each party in the Galt Direct ordering platform, or to such other address as a party may designate in writing. 
  1. Survival. Sections 5, 6, 8, 10, 11, and 13 through 20 shall survive termination or expiration of these Terms.