CYTION LLC | GENERAL TERMS AND CONDITIONS
Cytion LLC
150 E 4th Pl, Suite 705
Sioux Falls, South Dakota 57104, USA
Effective Date: 25.07.2026
These General Terms apply to Cytion's standard business, including the supply of cell lines and other biological materials for permitted internal research use. Products are subject to Cytion's Product Use Policy and, where applicable, a Material Transfer Agreement, license, supply agreement, or other Additional Terms. Any commercial use, further transfer, or use outside the permitted scope requires Cytion's prior written authorization.
If you are unsure whether an intended use or transfer is permitted under these General Terms or the applicable Additional Terms, you should consult the Product Use Policy. Any use outside the permitted scope requires obtaining the appropriate rights in advance.
1. Scope of Application; Contract Formation
1.1 These General Terms and Conditions ("General Terms") apply exclusively to all deliveries of products and services by Cytion LLC ("Cytion") to any corporation, limited liability company, partnership, sole proprietorship, university, research institute, hospital, governmental entity, or other organization purchasing or using products or services for business, institutional, governmental, or research purposes (each, a "Customer"). Cytion and Customer are each a "Party" and together the "Parties."
1.2 The applicability of Customer's terms and conditions is excluded unless Cytion expressly accepts them in a writing signed by an authorized representative of Cytion. Performance of an order does not constitute acceptance of Customer's terms, even if Cytion does not expressly object to them.
1.3 Use of any Product, or any component of a Product, by Customer or any recipient to whom the Product is transferred constitutes acceptance of and agreement to be bound by the Contract, whether the Product was obtained directly from Cytion or through an authorized distributor or other third party.
1.4 Cytion may revise these General Terms from time to time. A revision will not apply retroactively to an order accepted by Cytion before the effective date of that revision.
1.5 Certain products or services (collectively, "Products") may be subject to additional material transfer, license, use, confidentiality, data, or other contractual terms ("Additional Terms"). Cytion will identify or provide applicable Additional Terms before or in connection with the relevant order.
1.6 These General Terms, any valid written quotation issued by Cytion (a "Quotation"), and any applicable Additional Terms constitute the complete contract between Cytion and Customer for the applicable order (the "Contract"), unless the Parties have entered into a separate written agreement signed by both Parties that expressly governs the order. Customer accepts the Contract by placing an order through cytion.com, placing an order pursuant to a Quotation or sales document that references these General Terms, receiving or using a Product, or otherwise accepting performance by Cytion.
1.7 No amendment, modification, or waiver of any provision of the Contract is effective unless it is set forth in a written or electronic record, expressly identified as an amendment, modification, or waiver, and signed, including by valid electronic signature, by authorized representatives of both Parties.
1.8 If the Contract documents conflict, the following order of precedence applies: (a) a separate written agreement signed by both Parties that expressly governs the order; (b) the Quotation; (c) applicable Additional Terms; and (d) these General Terms.
1.9 Neither Party may assign the Contract or delegate its duties without the prior written consent of the other Party, except that Cytion may assign or delegate the Contract to an affiliate, Cytion may subcontract performance while remaining responsible for the subcontracted obligations, and either Party may assign the Contract in connection with a merger, reorganization, or sale of substantially all assets or business to which the Contract relates.
1.10 The Contract does not create an agency, partnership, joint venture, fiduciary relationship, employment relationship, or other legal association between the Parties. Neither Party may bind or incur obligations on behalf of the other.
1.11 If any provision of the Contract is held invalid, illegal, or unenforceable, the remaining provisions remain in full force. The affected provision will be enforced to the maximum extent permitted by law and, if necessary, modified only to the minimum extent required to make it valid and enforceable while preserving the Parties' original commercial intent as closely as possible.
2. Rights of Use; Customer Responsibilities
2.1 Cytion supplies Products solely for medical, scientific, and pharmaceutical research. Unless Cytion expressly agrees otherwise in writing, Products and their components are not intended or authorized for use in humans, use in manufacturing or producing substances intended for use in humans, therapeutic, diagnostic, or prognostic use, clinical trials, regulated pre-market testing, or use as or in foods, drugs, medical devices, or cosmetics for humans or animals.
2.2 Cytion retains all intellectual property, proprietary, ownership, and other rights in and to the Products and related materials ("Cytion Rights"). Unless applicable Additional Terms expressly provide otherwise, Cytion grants Customer a limited, non-exclusive, non-transferable right to use the Products solely for Customer's internal research. No right to resell, distribute, sublicense, or further transfer any Product or component is granted.
2.3 Cytion does not assess freedom to operate or all third-party rights that may apply to a Product. If a Product is manufactured, supplied, or licensed under third-party rights, Customer must comply with the applicable third-party terms communicated by Cytion.
2.4 Unless Cytion separately grants additional rights in writing, no right is granted to use Products or components for any commercial purpose ("Commercial Use"), including sale, license, lease, export, distribution, manufacture or production of goods for sale, commercial testing, registrational clinical trials, or fee-for-service activities.
2.5 Customer must obtain appropriate written rights from Cytion before engaging in any use or transfer outside the permitted scope, including use to perform services for others or transfer to a third party performing services for Customer.
2.6 Customer is responsible for proper receipt, storage, handling, thawing, culture, use, transfer, and disposal of Products by trained personnel in an appropriate laboratory environment. Customer must observe applicable cold-chain requirements, biosafety practices, and current safety standards.
2.7 Customer is solely responsible for compliance with all applicable federal, state, local, and other laws, regulations, guidance, permits, licenses, approvals, and insurance requirements relating to the order, receipt, storage, handling, import, export, transfer, use, and destruction of Products.
3. Offers; Orders; Regulated Products
3.1 General information provided by Cytion about available Products does not constitute a binding offer or Quotation.
3.2 A Contract is formed when Customer timely accepts a Quotation as issued, or when Cytion confirms or performs an order not based on a Quotation.
3.3 An order submitted through Cytion's online shop is an offer by Customer and does not bind Cytion until Cytion issues an order confirmation or otherwise accepts the order.
3.4 For certain Products, including cell lines, stem cells, primary cells, genetically modified materials, or third-party licensed materials, execution or acceptance of Additional Terms may be required before an order can be processed.
3.5 Silence or inactivity by Cytion does not constitute acceptance of an order or consent to a Contract. Oral agreements are not binding unless confirmed in a writing signed by authorized representatives of both Parties.
3.6 By ordering, receiving, possessing, transferring, storing, handling, culturing, modifying, using, or disposing of any Product regulated as a genetically modified organism, recombinant or synthetic nucleic acid material, pathogen, toxin, infectious substance, animal or plant material, or other regulated biological material, Customer represents and warrants that Customer and the receiving facility possess all registrations, permits, licenses, approvals, authorizations, facility certifications, and institutional approvals required under applicable law.
3.7 Cytion may decline, suspend, or condition supply of any Product where Cytion reasonably determines that the Product is subject to special legal, licensing, biosafety, security, shipping, import, export, or facility requirements, or where shipment or use may create an unreasonable health, safety, security, legal, or environmental risk.
3.8 If Customer fails to provide requested compliance documentation within a reasonable time, Cytion may withdraw or revise a Quotation, reject or cancel an order, suspend performance or shipment, terminate the applicable Contract, or require advance payment, security, revised delivery arrangements, or other reasonable safeguards.
4. Prices; Delivery Costs; Payment
4.1 Prices agreed with Customer are binding net prices, exclusive of sales, use, value-added, excise, withholding, customs, duties, and similar taxes or governmental charges. Customer is responsible for all such amounts except taxes based on Cytion's net income.
4.2 Customer shall bear all packaging, refrigeration, dry ice, freight, insurance, customs, duty, and related shipping costs unless the Quotation states otherwise. Products, documentation, data, and technology supplied by Cytion are subject to applicable export-control and sanctions laws.
4.3 Payment terms are those stated in the Quotation or invoice. Unless otherwise agreed in writing, payment is due before shipment. If Cytion extends credit, payment is due net thirty (30) days from the invoice date.
4.4 Amounts not paid when due accrue interest from the due date until paid at eighteen percent (18%) per annum or the highest lawful rate, whichever is lower, together with reasonable collection costs and attorneys' fees to the extent permitted by law.
4.5 Customer shall pay all amounts in full without deduction or withholding except where required by applicable law.
5. Setoff; Financial Assurance
5.1 Customer may not set off, deduct, or withhold any amount against sums due to Cytion unless Customer's claim is undisputed or has been finally determined by a court of competent jurisdiction.
5.2 If Cytion reasonably determines that Customer's financial condition has materially deteriorated or that payment is insecure, Cytion may suspend performance, require advance payment or security, revise payment terms, withdraw a Quotation, reject an order, terminate the Contract, or exercise any other remedy available by law or contract.
6. Delivery Dates; Force Majeure; Partial Deliveries
6.1 Delivery dates and periods are estimates unless Cytion expressly confirms in writing that a date is binding.
6.2 Cytion is not liable for delay or failure caused by events beyond its reasonable control, including governmental orders, legal changes, strikes, labor shortages, carrier failures, import or export restrictions, customs delays, inclement weather, fire, flood, pandemic, epidemic, war, terrorism, cyber incidents, utility failures, shortages of materials or dry ice, or failures of suppliers.
6.3 Cytion may make partial deliveries where the partial delivery can reasonably be used independently by Customer, does not materially impair Customer's intended use of the remaining order, and does not subject Customer to materially unreasonable additional cost.
7. Delivery; Delay in Acceptance
7.1 If Customer delays or refuses acceptance and Cytion must store Products, Customer shall reimburse all resulting costs, including storage, refrigeration, dry ice, handling, and re-shipment costs.
7.2 Upon Customer's delay or refusal of acceptance, risk of loss or deterioration passes to Customer to the extent permitted by law.
8. Ownership; Transfer Restrictions
8.1 Products comprising cells or other biological materials are ordinarily supplied under a limited right of use and not as an unrestricted transfer of ownership.
8.2 Customer may not further transfer any Product or component unless Cytion and, where applicable, any third-party rights holder have given prior written consent or the applicable Additional Terms expressly permit the transfer.
8.3 Permitted use and transfer are limited to the purposes and scope stated in the Contract and applicable Additional Terms.
8.4 Customer shall return or destroy Products and components when required by the Contract or applicable Additional Terms and shall certify destruction upon request.
8.5 Where a third party is permitted to receive or use a Product, Customer must satisfy all conditions identified by Cytion before the transfer or use occurs.
9. Risk of Loss; Inspection; Notice of Defects
9.1 Risk of loss passes according to the agreed delivery term. If Products are delivered to a carrier for shipment, risk of loss passes to Customer when Cytion tenders the Products to the carrier, unless the applicable Quotation expressly states otherwise.
9.2 Customer shall inspect Products promptly upon receipt and provide precise written notice of any visible damage, shortage, temperature excursion, or other apparent defect without undue delay.
10. Warranties; Disclaimer; Exclusive Remedies
10.1 Cytion warrants that Products comprising viable cells will be viable upon initial culture, provided Customer initiates culture within sixty (60) days after shipment and handles, stores, thaws, cultures, and uses the Product in accordance with applicable instructions and generally accepted laboratory practices.
10.2 The warranties in Section 10.1 apply only if Customer promptly inspects the Product upon receipt, provides Cytion with written notice of the alleged defect within sixty (60) days after shipment, provides requested information, and permits Cytion a reasonable opportunity to investigate.
10.3 Except for the express limited warranties in Section 10.1, the Products, their components, and related materials are provided "AS IS," "WHERE IS," and "WITH ALL FAULTS," to the maximum extent permitted by law.
10.4 If Cytion determines that a Product materially breached Section 10.1, Cytion shall, at its sole option, replace the affected Product, correct or reperform the affected service, or refund the amount actually paid for the affected Product or service. These are Customer's sole and exclusive remedies for any nonconformity, defect, failure, or breach of warranty.
10.5 Certain Products may be subject to patent rights, licenses, restrictions, or other third-party rights. Customer may use such Products only within the scope expressly granted under the Contract and applicable Additional Terms.
11. Limitation of Liability
11.1 To the maximum extent permitted by law, Cytion and its protected parties shall not be liable for indirect, incidental, special, exemplary, enhanced, consequential, or punitive damages, or for loss of profits, revenue, business, contracts, opportunity, anticipated savings, goodwill, reputation, data, research, experiments, production, operations, or business.
11.2 To the maximum extent permitted by law, the total aggregate liability of Cytion arising out of or relating to a particular Product, service, Contract, order, Quotation, or transaction shall not exceed the amount actually paid to Cytion for the specific Product or service giving rise to the claim.
11.3 The exclusions and limitations in this Section apply regardless of whether a claim arises in contract, warranty, tort, negligence, strict liability, misrepresentation, restitution, statute, or another theory.
11.4 Nothing in the Contract excludes or limits liability to the extent such liability cannot lawfully be excluded or limited.
11.5 Customer acknowledges that the Products are experimental research materials, performance may vary due to conditions outside Cytion's control, prices reflect the allocation of risk in the Contract, and these limitations are an essential basis of the bargain.
11.6 Any claim by Customer arising out of or relating to a Product, service, or Contract must be commenced within one (1) year after the claim accrued, except to the extent applicable law prohibits shortening the applicable limitations period.
12. Indemnification
12.1 Customer shall defend, indemnify, and hold harmless Cytion and its protected parties from and against third-party claims, demands, actions, liabilities, damages, judgments, losses, fines, penalties, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to Customer's purchase, receipt, storage, handling, import, export, transfer, use, misuse, resale, distribution, modification, maintenance, marketing, operation, disposition, or destruction of any Product, Customer's breach of the Contract, Customer's violation of law or third-party rights, or negligence, recklessness, strict liability, or willful misconduct of Customer or its personnel, contractors, transferees, customers, or end users.
12.2 Cytion shall promptly notify Customer of a claim for which indemnification is sought. Customer shall control the defense with counsel reasonably acceptable to Cytion. Customer may not settle a claim without Cytion's prior written consent if the settlement admits liability by, imposes obligations on, or fails to fully release a Cytion Indemnified Party.
13. Cancellation; Returns
13.1 Customer may request cancellation in writing. Cytion may accept or reject the request in its discretion.
13.2 If Customer is required or permitted to return a Product, Customer shall use an internationally recognized courier and comply with Cytion's return instructions and all applicable shipping and biosafety requirements.
13.3 Customer bears all return costs unless the return results from a breach of the express warranty in Section 10.1 and Cytion expressly authorizes the return at Cytion's expense.
14. Confidentiality; Data Protection
14.1 Customer shall keep confidential all nonpublic information disclosed by Cytion, including Product details, prices, license fees, Quotations, Additional Terms, technical information, and business information.
14.2 Each Party shall process personal data only as necessary for the Contract and in compliance with applicable privacy and data-protection laws.
15. Place of Performance; Governing Law; Jurisdiction; CISG; Language
15.1 Unless the applicable Quotation expressly states otherwise, the place of performance for Cytion's obligations is Cytion's principal place of business.
15.2 The Contract and any dispute, claim, or controversy arising out of or relating to the Contract, a Product, a service, or the relationship between the Parties are governed by the laws of the State of South Dakota, without regard to conflict-of-laws principles.
15.3 The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Contract or to any sale, supply, license, or transfer of Products by Cytion.
15.4 Each Party irrevocably submits to the exclusive personal jurisdiction of the state courts located in Minnehaha County, South Dakota, and the United States District Court for the District of South Dakota, Southern Division.
15.5 To the maximum extent permitted by law, each Party knowingly, voluntarily, and irrevocably waives any right to trial by jury in any action or proceeding arising out of or relating to the Contract, a Product, a service, or the relationship between the Parties.
15.6 The Contract is made and effective in the English language. Any translation is provided solely for convenience. If there is any inconsistency, the English-language version controls.
16. Interpretation
16.1 "Business Day" means any day other than Saturday, Sunday, or a federal holiday observed in South Dakota. "Writing" includes a paper or electronic record capable of retention and reproduction. "Signed" includes a handwritten signature and a valid electronic signature attributable to the signing Party.
16.2 Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation." References to laws include amendments and successor provisions. The singular includes the plural and vice versa where the context requires.
16.3 Provisions that by their nature should survive completion, cancellation, expiration, or termination survive, including use restrictions, ownership, payment obligations, confidentiality, disclaimers, limitations of liability, indemnification, governing law, jurisdiction, and remedies.
END OF GENERAL TERMS AND CONDITIONS