GENERAL STANDARD TERMS AND CONDITIONS

Version: 18th of May 2025

CLS Cell Lines Service GmbH, Dr.-Eckener-Str. 8, D-69214 Eppelheim, branded as “Cytion” (hereinafter, “CYTION”)

1. SCOPE OF APPLICATION

1.1 These General Terms and Conditions (“General Terms”) for deliveries of products and services shall apply exclusively to research institutes, entrepreneurs (§ 14 German Civil Code), legal entities under public law or special funds under public law (hereinafter, each referred to as a “CUSTOMER”). Each of CYTION and the CUSTOMER individually referred to as a “Party” and collectively as the “Parties”.

1.2 The applicability of the CUSTOMER's general terms and conditions is excluded unless CYTION has expressly accepted them in a writing signed by CYTION in advance. The execution of the CUSTOMER's orders shall not result in the recognition of the CUSTOMER's general terms and conditions, even if CYTION does not expressly object to them.

1.4 CYTION reserves the right to change these General Terms at any time. Any changes made to these General Terms will not apply to the Contract (as defined in Section 1.6) between the Parties for any order of CUSTOMER that CYTION receives before the changes are made.

1.5 Certain of CYTION’s products and services (“Products”) are also subject to additional material transfer, license or other contractual terms (“Additional Terms”). In each such case, CYTION shall provide CUSTOMER with such Additional Terms as applicable to the Product, or shall direct CUSTOMER to an internet location where such Additional Terms may be found.

1.6 These General Terms, any written, valid and binding offer from CYTION (“Quotation”) and any Additional Terms comprise the contract (“Contract”) between CUSTOMER and CYTION with respect to CUSTOMER’s order and CYTION’s supply of the Products. Unless and only to the extent such supply is subject to a valid, written, signed and separate agreement between CUSTOMER and CYTION (in which case such agreement applies), by ordering Products on cytion.com or after receiving any quotation, ordering or sales documents that reference these General Terms, then CUSTOMER is deemed to have agreed to accept and be bound by the terms of the Contract. The Contract is the complete and exclusive agreement between CUSTOMER and CYTION with respect to CUSTOMER’s order and CYTION’s supply of the Products.

1.7 The Contract cannot be amended except by a writing signed by both Parties. No provision thereof shall be deemed waived or modified and no breach excused unless such waiver or consent is made expressly and in text-form.

1.8 If any provisions within the Contract documents conflict with each other, they will be given the following priority: (a) firstly the Quotation; (b) secondly any applicable Additional Terms; and (c) finally these General Terms.

1.9 Neither Party may assign the Contract or any of its rights or delegate its duties thereunder without the prior written and signed consent of the other Party, and any such attempted assignment or delegation will be void and of no force or effect; except: (i) CYTION may so assign or delegate to an affiliate of CYTION; (ii) CYTION may subcontract obligations under the Contract in whole or in part, provided that CYTION will remain responsible for performance of the subcontracted obligations; and (iii) either Party may assign the Contract in its entirety in the event of and to the purchaser of that part of such Party’s business related thereto, in each case without such consent.

1.10 No Contract creates an agency, partnership, joint venture, or any other form of legal association, and neither Party may represent itself as an agent, partner, or joint venturer of the other or otherwise incur any obligation or liability on behalf of the other Party.

1.11 If any provision of the Contract is or becomes invalid, void, or unenforceable, in whole or in part, now or in the future, the validity of the remaining provisions of the Contract shall not be affected thereby. The same shall apply if a gap requiring supplementation arises after the conclusion of the Contract. The Parties undertake to replace the invalid, void, or unenforceable provision or gap requiring filling by a valid provision which in its legal or economic content takes account of the invalid, void provision, and the overall content of the agreement. Section 139 of the German Civil Code is expressly waived.

2. INTENDED USE; NO COMMERCIAL USE

2.1 CYTION delivers Products for use in medical, scientific and pharmaceutical research only, and not for any other purpose. Neither Products nor any of their components are intended for other purposes, including any use: (a) in humans: (b) in or for manufacturing or otherwise producing any substance intended for use in humans; (c) in or for quality control, such as biological or batch release, potency, or viral clearance of any substance intended for use in humans; (d) for therapeutic, diagnostic or prognostic purposes involving humans or animals; (e) in or for clinical trials or other pre-market testing regulated by any government or regulatory agency; (f) in or for preclinical testing that is intended to generate data for submission to any government or regulatory agency to seek approval of any Product (or any of its components) as a therapeutic, diagnostic, or prophylactic for humans or animals; and/or (g) in or as foods, drugs, medical devices or cosmetics for humans or animals. The CUSTOMER is not permitted to use any of the Products (or any of their components) for such other purposes.

2.2 As between CUSTOMER and CYTION, CYTION exclusively owns all intellectual property, other intangible rights, property rights and any other rights relating to its Products (“CLS Rights”). Unless expressly stated otherwise in the applicable Additional Terms, CYTION’s supply of Products to CUSTOMER grants CUSTOMER only a limited, nontransferable right under the respective CLS Rights for CUSTOMER to use the quantity of Products as supplied by CYTION directly and solely for the purposes of CUSTOMER’s Internal Research (as defined in Section 2.3), and not for any other purpose. These General Terms convey no right of CUSTOMER under any CLS Rights to further transfer, distribute, or resell CYTION’s Products or any of their components, expressly, by implication, or by estoppel. CUSTOMER must not modify, change, remove, cover or otherwise obscure any of CYTION’s brands, trade or service marks on the Products. Nothing in the Contract limits CYTION’s ability to enforce any of the CLS Rights. Notwithstanding the foregoing, the CUSTOMER will own all intellectual property that arises from CUSTOMER’s use of the Products (provided such use is consistent with the terms of the Contract) and the CUSTOMER will have the right to seek patent protection on any such intellectual property that is patentable.

2.3 The CUSTOMER is not entitled to use any of the Products or their components for purposes other than of those experimental activities of CUSTOMER which are directly related to those of its research projects that are being coordinated by CUSTOMER’s primary recipient or responsible scientist of the respective Product or another of CUSTOMER’s scientists working in the same laboratory, only during such scientist’s contractual engagement with the CUSTOMER, and where such activities do not directly result in commercial advantage or financial gain (“Internal Research”); except and only to the extent the CUSTOMER has been separately and explicitly granted other use rights by CYTION (for example, as may be expressly stated in the applicable Additional Terms).

2.4 If and to the extent any Product has been manufactured by or provided to CYTION under license from any third party, CUSTOMER must comply with the third-party license terms provided to it by CYTION and shall use and further transfer such supplied Product (and the components thereof) only in accordance with such license terms and within the scope of the rights granted therein as Additional Terms hereunder. CYTION shall inform the CUSTOMER of any existing such third-party licenses prior to the entry into of the Contract.

2.5 Unless and only to the extent CUSTOMER has been separately and explicitly granted appliable additional use rights by CYTION (for example, as may be expressly stated in the applicable Additional Terms) CYTION neither grants nor otherwise provides any rights to CUSTOMER for use of any of the Products or their components for, in or as part of any commercial application or endeavour ("Commercial Use"), including but not limited to: (a) sale, license, lease, export, distribution or other transfer for any kind of consideration, even if in connection with use in research; (b) manufacturing or production of any kind of goods for sale; (c) quality control, such as the biological or batch release, potency, or viral clearance of any kind of goods for sales; (d) involvement in registrational clinical trials or other registrational testing regulated by any governmental or regulatory agency; and/or (e) conduct of any kind of commercial services, such as: (i) reporting the results of or transferring the outcomes of research activities to others; or (ii) providing access to or other exploitation of biological data (including genomic data), in each case of (e), for a fee or other directly resulting commercial advantage or financial gain, regardless of whether such research activities are to be conducted by a university core facility, a not-for-profit entity, a contract research, development and/or manufacturing organisation, or any other third-party contractor.

2.6 If CUSTOMER believes it may need commercial use rights (or any other additional rights) in respect of any of the Products for any particular purpose, application, project or endeavour (“Additional Need”), including the right of CUSTOMER: (i) to use any of the Products or their components to perform fee-for-services for others; or (ii) to further transfer any of the Products or their components so as to enable the transferee to perform fee-for-services for CUSTOMER: then CUSTOMER should first contact CYTION via https://www.cytion.com/product-use-policy/. Where CUSTOMER’s use of any of the Products or their components is outside the scope of that permitted under the Contract, it is solely the CUSTOMER’s responsibility to acquire the appropriate rights required for their Additional Needs.

2.7 The CUSTOMER shall be responsible for proper handling of Products and their components after delivery. They must be handled by trained specialist personnel in a suitable laboratory environment which is up to date. If applicable, cold chains are to be observed and maintained. Current safety standards are to be taken into account.

2.8 As between the Parties, the CUSTOMER is solely responsible for compliance with all national, federal, state, and local statutes, laws, ordinances, guidelines and other regulations applicable to the order, receipt, storage, handling, import, export, further transfer, use and destruction of the Products (and their components), as well as any information, other materials or substances derived therefrom, by or on behalf of the CUSTOMER or its transferees. To the fullest extent possible under applicable law, neither CYTION, nor the respective contributors of any initial material from which the Products supplied under a Contract were derived, accept any liability whatsoever in connection with the order, receipt, storage, handling, import, export, further transfer, use and destruction of such Products (and their components), as well as any information, other materials or substances derived therefrom, by or on behalf of the CUSTOMER or any of its transferees, the CUSTOMER accepts all risk and responsibility in connection therewith and the CUSTOMER is solely responsible for obtaining all permits, licenses or other approvals required by any governmental or regulatory authority in connection therewith. The CUSTOMER hereby represents and warrants to CYTION that it will comply with, and shall ensure compliance with, all such statutes, laws, ordinances, guidelines, regulations, permits, licenses and approvals.

3. OFFERS; CONCLUSION OF CONTRACT

3.1 General information provided by CYTION on available Products does not constitute a Quotation or any other binding offer.

3.2 Orders of the CUSTOMER shall lead to the entry into of a Contract if the CUSTOMER accepts a Quotation of CYTION in the form as offered and within its period of validity, or if CYTION confirms in text-form or executes orders of the CUSTOMER which were not based on a Quotation.

3.3 An order or order request submitted via CYTION’s online shop shall not constitute the acceptance of an order by CYTION. The acknowledgment of an order's acceptance lies solely with the order confirmation sent by CYTION.

3.4 For certain Products, especially those comprising any cell line, stem cell or primary cell, the entry into of an agreement on Additional Terms, such as a Material Transfer Agreement, other supply or licensing agreement, (“MTA”) may be a prerequisite before an order for such Product can be processed. In such case, CYTION shall provide CUSTOMER with an executable copy of the applicable MTA, or shall direct CUSTOMER to an internet location displaying the text of the applicable MTA. Should the CUSTOMER not agree to such MTA within a reasonable period, CYTION reserves the right to revoke the Quotation, decline the order or withdraw from the Contract, and Section 3.8 shall apply by analogy.

3.5 Silence or inactivity on the part of CYTION shall not constitute consent to the execution of an order or entry into any Contract. Verbal agreements shall be confirmed in a writing signed by both Parties.

3.6 By placing an order for a GMO Product, the CUSTOMER represents and warrants to CYTION that it has received approval from the Federal Office of Consumer Protection and Food Safety within the meaning of the Genetic Engineering Act (or, in the case of a delivery outside Germany, comparable approval required under the applicable regulations there, if any). CYTION has the right to request a copy of such approval. In cases of doubt, the CUSTOMER must submit a publicly certified copy. The CUSTOMER further represents and warrants to CYTION that: (i) it will only work with the Products (and their components) at a suitable location in accordance with the rules and regulations applicable in the country of delivery, usually a laboratory of biosafety level 1 or 2 (BSL-1 or BSL-2); and (ii) it will take all safety and handling precautions as are applicable or reasonable to minimise health or environmental risk in connection with the Products (and their components).

3.7 If the ordered Products are pathogens or material containing pathogens, they will only be delivered to persons acting on behalf of state human or veterinary medical testing facilities or who have the appropriate authorization from the competent authorities. The CUSTOMER must provide CYTION with the name of the issuing authority, the name of the project manager and the reference number of the official permit when placing the order. In this case, the ordered Product will only be delivered to the permit holder or project manager personally.

3.8 In the event that the CUSTOMER fails to prove upon request from CYTION within a reasonable notice period that it has the required permits, CYTION has the right to revoke the Quotation, decline the order or withdraw from the Contract. In this case, CYTION has the right to demand payment of damages in an amount being the lesser of: (i) up to 90% of the agreed fees (for the minimum term of any agreement on Additional Terms); or (ii) the maximum damages permissible by applicable law, as fixed compensation for the damage it has incurred. The CUSTOMER has the right to prove that CYTION has suffered less damage. In the case of such proof, the fixed compensation shall be reduced accordingly.

4. PRICES; TERMS OF DELIVERY; TERMS OF PAYMENT

4.1 The prices agreed with the CUSTOMER are binding and are net prices plus statutory value-added tax (Mehrwertsteuer), if applicable. There shall be no entitlement to price reductions and discounts, unless such have been agreed with CYTION in advance and in text-form.

4.2 Unless otherwise agreed, CYTION shall in principle deliver FCA, at CYTION’s facility (INCOTERMS 2020). Notwithstanding the foregoing, CUSTOMER shall bear the costs of packaging provided for shipment with appropriate refrigeration facilities and for dry ice. If CYTION is responsible for shipping at CUSTOMER's request, the shipping costs will be listed separately on invoices. The CUSTOMER shall ensure whether and to the extent that, the respective statutory and official regulations on markings and notification requirements are complied with for the country of receipt or transit, and that export thereto and import therein is possible, unless CYTION has contractually undertaken to comply with them. CUSTOMER acknowledges that Products received from CYTION are subject to the export control laws and regulations of Germany, the European Union and other applicable jurisdictions (“Export Control Laws”). CUSTOMER hereby represents and warrants to CYTION that CUSTOMER will not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any Products, results, documentation, information or technology (including products derived from or based on such technology) received from CYTION to any destination, entity, or person prohibited by or otherwise in violation of any Export Control Laws.

4.3 The respective terms of payment shall be governed by mutual agreement with CYTION. In the absence of an express agreement, payment shall be made “step by step” (Zug um Zug), which means that handover to carriers shall be conditional upon payment by the CUSTOMER. Otherwise, if terms of payment have been agreed, the CUSTOMER must make payment within 30 days net after the invoice date. A discount deduction is not allowed. The place of performance for payments shall be CYTION's place of business.

4.4 If the CUSTOMER is in default of payment, CYTION shall be entitled to charge CUSTOMER interest on the arrears at a rate of nine (9) percentage points above the appliable base interest rate. CYTION reserves the right to claim further damages for delay.

4.5 All sums payable by the CUSTOMER under the Contract shall be paid in full without any deductions; except and (only to the extent) that CUSTOMER is required by applicable law to deduct withholding tax from sums payable to CYTION. If and to the extent that CUSTOMER is required by applicable law to deduct withholding tax, then within five (5) business days of the establishment of the Contract, it will provide timely written notice of such requirement to CYTION, and will subsequently retain such withholding tax and timely pay it to the proper tax authority on account of CYTION. Official receipts of payment of any retained local withholding tax shall be secured and sent by CUSTOMER to CYTION. CUSTOMER and CYTION shall co-operate in all respects and take all reasonable steps necessary to: (a) lawfully avoid the making of any such deduction; or (b) to enable CYTION to obtain a tax credit in respect of the amount withheld. Any effect by currency conversion of the payment of withholding tax by CUSTOMER to the proper tax authority shall be the benefit or burden of CUSTOMER and does not increase or reduce the remuneration to be paid to CYTION under the Contract.

5. OFFSETTING; RIGHTS OF RETENTION

5.1 Set-off by the CUSTOMER is excluded unless the CUSTOMER's claims are undisputed, ready for decision or have been finally determined by a court of law.

5.2 CYTION shall be entitled without restriction to the rights of retention provided by law. This applies in particular in the case of advance performance obligations if there is a significant deterioration in the CUSTOMER's financial situation. In this case, CYTION has the right to, and at its option, demand advance payment or provision of security and, if this is not agreed or provided, may revoke the Quotation, decline the order or withdraw from the Contract, or otherwise demand damages in lieu of performance in accordance with the statutory provisions.

6. DATES; DEADLINES; PARTIAL DELIVERY

6.1 Delivery dates or periods shall be determined by CYTION to the best of its knowledge, but shall not constitute binding dates.

6.2 Agreed dates and periods shall be reasonably extended, and other obligations of CYTION under the Contract shall be reasonably excused, in the event of force majeure or other circumstances either beyond CYTION's reasonable control or caused by reasonably unforeseeable and unavoidable circumstances, such as official orders or legal changes, strike, lockout, import or export bans, inclement weather, fire, flood, pandemic, act of war or act of terrorism. If and insofar as such circumstances continue uninterruptedly for more than one month, each Party shall have the right to withdraw from the Contract by written declaration to the other Party. Insofar as the respective impediments are not the responsibility of CYTION, the CUSTOMER may not derive any further rights or claims against it therefrom, irrespective of the legal grounds.

6.3 CYTION is entitled to make partial deliveries to a reasonable extent. If CYTION has agreed with the CUSTOMER on partial deliveries, CYTION may charge the CUSTOMER for any additional costs incurred as a result.

7. DEFAULT OR DELAY IN ACCEPTANCE OF DELIVERY

7.1 If the CUSTOMER is in default of or delays acceptance of delivery with the consequence that CYTION is required to store Product ordered for the CUSTOMER, the CUSTOMER shall pay all additional expenses incurred by CYTION as a result, in particular storage costs.

7.2 In the event of such default or delay in acceptance of delivery, the risk of accidental loss and deterioration of Product shall pass to the CUSTOMER.

8. OWNERSHIP OF PRODUCT; LIMITATION OF RIGHTS OF USE AND FURTHER TRANSFER

8.1 Orders for certain Products, especially those comprising cells or other biological materials, are typically provided under an MTA which constitutes a right for the CUSTOMER to use and further transfer the applicable Products (and components therein) only as specified therein. By delivering such Products to the CUSTOMER, the CUSTOMER is therefore only permitted to use or further transfer them (and components therein) in accordance with the provisions of the respective MTA, and under no circumstances does such delivery by CYTION transfer ownership of any such Product (or any of its components) from CYTION to the CUSTOMER. Only if expressly agreed in writing in advance will any such ordered Products delivered by CYTION constitute purchase contracts and having an associated transfer of ownership in such Product from CYTION to the CUSTOMER. Even in the case of any such purchase contracts, CYTION retains title to the delivered Products (and all of its components) until full payment by the CUSTOMER (retention of title). The retention of title shall apply until full payment of all claims of CYTION arising from the business relationship with the CUSTOMER. If any Products are provided to the CUSTOMER for use only for a limited period of time, transfer of ownership of such Product (and the components therein) shall not take place.

8.2 No further transfer of Product (or components therein) by CUSTOMER to others is permitted; except and only to the extent CYTION and - unless CYTION is the unrestricted owner of all rights to the Products - other holders of rights to the Products have given their express prior written consent thereto (for example, by way of applicable provisions in the respective Additional Terms).

8.3 In all cases, the permitted use of Products is limited to the contractually agreed purposes. The scope of the permitted use shall be determined by the Contract entered into for the respective order. In particular, the type and scope of permissible use and permissible further transfers of certain Products (and any constituents thereof) shall be as set forth in the respective agreement on Additional Terms to be entered into with the Client.

8.4 The CUSTOMER may be obligated to return or destroy the Product (and any constituents thereof) under the circumstances and in accordance with the provisions of the respective agreement on Additional Terms.

8.5 If, under the Additional Terms, third parties are entitled to be further transferred with and/or to use Products (or any constituents thereof), then the CUSTOMER must in each of such cases fulfil the conditions communicated to CUSTOMER upon entry into of the agreement on Additional Terms in order to obtain CYTION’s consent to such third party’s receipt or use thereof.

9. TRANSFER OF RISK; OBLIGATION TO INSPECT AND GIVE NOTICE OF DEFECTS

9.1 The risk shall pass to the CUSTOMER according to the agreed terms of delivery. In the event of delivery by handing over the Products to a carrier, all risk shall pass to the CUSTOMER as soon as CYTION hands over the Products to the carrier.

9.2 The CUSTOMER shall immediately inspect the Products for defects upon receipt in the ordinary course of business, and must give notice of any defects discovered without undue delay. The notice of defects must be precise and must be in writing.

9. TRANSFER OF RISK; OBLIGATION TO INSPECT AND GIVE NOTICE OF DEFECTS

9.1 The risk shall pass to the CUSTOMER according to the agreed terms of delivery. In the event of delivery by handing over the Products to a carrier, all risk shall pass to the CUSTOMER as soon as CYTION hands over the Products to the carrier.

9.2 The CUSTOMER shall immediately inspect the Products for defects upon receipt in the ordinary course of business, and must give notice of any defects discovered without undue delay. The notice of defects must be precise and must be in writing.

10. WARRANTIES; DISCLAIMER; DEFECTS

10.1 CYTION warrants the viability of those Products comprising cells upon CUSTOMER’s initial culture thereof when started within a period of sixty (60) days after shipment of the cells from the respective CYTION facility. CYTION warrants that all Products other than those comprising cells will conform to the specifications set forth on the Certificate of Analysis and/or Product Sheet for a period of sixty (60) days after shipment of the Product from the respective CYTION facilities. CYTION warrants that a Product will have any other specific characteristics or properties only if, and solely to the extent, that such characteristics or properties have been explicitly specified by CYTION and promised to the CUSTOMER in the applicable Quotation. The warranties set forth in this paragraph shall apply only if the Product is handled, used and stored in accordance with the specifications on the applicable Product Sheets, and if CUSTOMER reports any defect within sixty (60) days of shipment. In no event will these warranties be effective if CYTION has good reason to believe that Original Material has been altered or misused or has not been properly used or stored, or if the defect thereto results from misuse, neglect or accident caused by a party other than CYTION (including without limitation defects caused by damage during shipment or by force majeure events).

10.2 EXCEPT FOR THOSE WARRANTIES EXPRESSLY GIVEN BY CYTION IN SECTION 10.1, EACH PRODUCT IS SUPPLIED “AS IS”, AND SUCH PRODUCT AND ITS COMPONENTS, AND ANY INFORMATION, OTHER MATERIAL OR SUBSTANCES DERIVED THEREFROM ARE EXPERIMENTAL IN NATURE AND ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, IN PARTICULAR THAT THEIR USE WILL LEAD TO ANY GIVEN RESULT OR OUTCOME OR WILL NOT INFRINGE THE INTELLECTUAL PROPERTY, PROPRIETARY, MORAL OR OTHER RIGHTS OF ANY THIRD PARTY. In particular, CYTION does not warrant or represent that any cell or gene of a cell provided by CYTION will not infringe any third-party patents or proprietary rights as a result of the technology used for gene editing or of the materials or other substances introduced into the cell by the gene editing process.

10.3 If and to the extent CYTION delivers Products whose use depends on licensing by third parties, CUSTOMER shall only be entitled to use the Products to the extent provided for in the respective license terms agreed with CUSTOMER and if license fees payable by CUSTOMER have been paid.

10.4 CYTION does not and shall not assume any liability for the infringement of third-party intellectual property rights; except, and only to the extent such infringement was caused by CYTION’s: (i) wilful misconduct; (ii) gross negligence; or (iii) non-compliance with characteristics warranted and/or of guarantees assumed by it.

10.5 If defects exist in any Product, the CUSTOMER must prove they existed at the time of the transfer of risk. Unless and within a reasonable period CYTION justifiably raises an objection to the alleged existence of or omitted or delayed notification of defects in such Product, CYTION shall, at its own discretion, effect subsequent performance in the event of unobjected defects by means of new delivery or rectification. If it is not possible to remedy the defect and a new delivery is also excluded, or otherwise upon CYTION’s sole discretion, the CUSTOMER shall be entitled to a refund of the fees paid by it. Shipping and/or handling charges for any replacement or rectification of Product shall be borne by CUSTOMER. Withdrawal from the Contract by CUSTOMER due to defects shall be excluded unless there is a material breach of duty by CYTION.

11. LIABILITY

11.1 CYTION shall be liable – in accordance with the statutory provisions – without limitation: (i) for wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit); (ii) at least negligently causing injury to life, body or health (Verletzung von Körper, Leib, Leben und Gesundheit); (iii) to the extent of characteristics warranted by CYTION (Beschaffenheitsgarantie) and/or of guarantees assumed by CYTION; or (iv) under product liability law (Produkthaftungsgesetz).

11.2 In the event of a simple negligent breach of an obligation that is essential for achieving the purpose of the contract (Kardinalpflicht), CYTION’s liability shall be limited to the amount of damage that is foreseeable and typical for the type of transaction in question.

11.3 The statute of limitations for claims against CYTION shall generally be governed by the statutory provisions; except, that in the case of claims based on defects, the limitation period shall be twelve (12) months from delivery; except and only to the extent of those claims for which CYTION is liable in accordance with Section 11.1.

11.4 Except for as set forth in Sections 11.1, 11.2 and 11.3, any other liability of CYTION shall be excluded.

11.5 The above exclusions and limitations of liability also apply in favour of CYTION’s organs, legal representatives, employees and other agents to the fullest extent possible under applicable law.

12. INDEMNIFICATION

12.1 The CUSTOMER hereby indemnifies, defends, and holds harmless CYTION, its affiliates and the contributors of any initial material from which the Products supplied under a Contract were derived, as well as its and their officers, directors, employees, advisors and agents (together “CLS Indemnitees”) against any and all claims, expenses (including reasonable legal expenses), damages or losses and liability (“Claims”) incurred by any CLS Indemnitee as a result of any third party to the Contract that makes any claim against any CLS Indemnitee, and arising in connection with: (a) breach of any of its representations and warranties made under or obligations of the Contract by or on behalf of CUSTOMER, its transferees or any of its or their vicarious agents; (b) the wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by or on behalf of CUSTOMER, its transferees or any of its or their vicarious agents; or (c) the order, receipt, storage, handling, import, export, further transfer, use and destruction of and all other activities relating to any Product supplied under a Contract (or any of its components) or any other material, substance or information based on, created through using or designed from information about such Product or component, in each case by or on behalf of the CUSTOMER, its transferees or any of its or their vicarious agents; except, for those Claims to the extent caused by the wilful misconduct or gross negligence of CYTION, its affiliates or its or their vicarious agents.

12.2 CUSTOMER must not settle any Claim with an admission of liability of any CLS Indemnitee, or that imposes any obligation, liability or compromise thereon, without their prior written consent.

13. CANCELLATION AND RETURN OF PRODUCT

13.1 The CUSTOMER may request (in text-form) cancellation of an order for Products. CYTION may accept cancellation of such order at its own discretion. If the order concerns Product that has to be produced for the CUSTOMER, CYTION will only consider accepting the cancellation if the Product has not already been scheduled to be produced. This request for cancellation does not exclude any statutory rights the CUSTOMER has for dissolving or withdrawing from the order or the Contract.

13.2 In any case that the CUSTOMER exercises a right for termination or cancellation of the Contract (for whatever legal reason) or otherwise has the obligation to return Product (or any component thereof), then the CUSTOMER must return it to CYTION using an internationally recognized courier service (e.g., UPS, FedEx, DHL, Go!). The CUSTOMER must notify CYTION immediately after handing over the Product (or any component thereof) to the courier service. CUSTOMER shall have fulfilled its obligation of return only when such Product (or component thereof) has been received by CYTION from such courier service.

13.3 The CUSTOMER shall bear all costs for the usage of a courier service for any return of Product (or any component thereof) to CYTION. This does not apply if the CUSTOMER returns such Product (or component thereof) because of a defect of the Product, in particular for subsequent performance (Nacherfüllung) by CYTION.

14. CONFIDENTIALITY; DATA PROTECTION

14.1 The CUSTOMER is obliged to treat as confidential all information provided to it by CYTION, including details of Products and prices, license fees and any Quotation or Additional Terms, insofar as these are not publicly disclosed, and not to disclose or bring any of them to the attention of third parties without the prior consent of CYTION.

14.2 Each Party must, and must ensure its affiliates will (and CUSTOMER must ensure its transferees will), collect, process, store, transmit and use any personal data only for the purposes of the Contract, and in accordance with applicable data protection provisions, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016.

15. PLACE OF PERFORMANCE; PLACE of JURISDICTION; APPLICABLE LAW; LANGUAGE

15.1 The place of performance for deliveries and services shall be the registered office of CYTION.

15.2 The exclusive place of jurisdiction - including international jurisdiction - for all disputes arising directly or indirectly from the contractual relationship hereunder shall be the applicable courts for the place of business of CYTION. CYTION shall, however, be entitled to bring an action at the Purchaser's general place of jurisdiction. Overriding statutory provisions, in particular on exclusive jurisdiction, shall remain unaffected.

15.3 The law of the Federal Republic of Germany shall apply, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG; UN Sales Convention).

15.4 These General Terms are made in and are effective in the English language only. No translation of any or all of these General Terms into any other language shall be of any force or effect in respect of any Contract, also neither in their interpretation nor in determination of the intent of either of the Parties to the Contract.