CYTION GMBH | GENERAL TERMS AND CONDITIONS

Cytion GmbH
Nikola-Tesla-Str. 3
69124 Heidelberg, Germany

Effective Date: 25.07.2026

The following General Terms and Conditions (“General Terms”) apply to Cytion’s standard business, including the supply of cell lines for non-commercial, permitted internal research use only, and are subject to Cytion’s standard Material Transfer Agreement (“MTA”), available via Product Use Policy.

Any rights beyond internal research use, including commercial use, further transfer (e.g. to CROs), require a separate written Supply Agreement with Cytion.

If you are unsure whether an intended use or transfer is permitted under these General Terms or the MTA, you should consult the Product Use Policy. Any use outside the permitted scope requires obtaining the appropriate rights in advance.

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.

1.3 Use of any Product (or any of its components) by the Customer or by any party to whom the Product is further transferred constitutes acceptance of and agreement to be bound by these General Terms, whether or not the Product was obtained directly from Cytion or through an authorised distributor or other third party.

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.

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, the Customer is deemed to have agreed to accept and be bound by the terms of the Contract by ordering Products on cytion.com, receiving any quotation, ordering or sales documents that reference these General Terms, or using any Product or any of its components.

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, except as expressly permitted for affiliates, subcontracting, or a transfer of the relevant business.

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, 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. Rights of 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 in humans, in manufacturing substances intended for use in humans, in quality control or batch release, for therapeutic, diagnostic or prognostic purposes, in clinical trials, in preclinical testing intended to support regulatory approval, or in or as foods, drugs, medical devices or cosmetics for humans or animals.

2.2 Cytion exclusively owns all intellectual property, other intangible rights, property rights and any other rights relating to its Products (“Cytion Rights”). Unless expressly stated otherwise in the applicable Additional Terms, Cytion grants the Customer a limited, non-transferable right to use the Products solely for Internal Research.

2.3 Third-party rights are not assessed by Cytion, and use of the Materials may be subject to third-party conditions communicated by Cytion. Customer must comply with applicable third-party license terms.

2.4 Except where the Customer has been separately and explicitly granted additional use rights by Cytion in writing, no rights are granted under this Contract to use the Products or their components for any commercial purpose (“Commercial Use”).

2.5 If Customer believes it may need commercial use rights in respect of any of the Products for any particular purpose, application, project or endeavour, 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 permitted under the Contract, it is solely the Customer’s responsibility to acquire the appropriate rights required.

2.6 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. If applicable, cold chains are to be observed and maintained. Current safety standards are to be taken into account.

2.7 The Customer is solely responsible for compliance with all applicable laws, regulations, permits, licenses and approvals relating to the order, receipt, storage, handling, import, export, further transfer, use and destruction of the Products and any materials derived therefrom.

3. Offer and Conclusion of Contracts

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. Acceptance shall occur through an order confirmation sent by Cytion.

3.4 For certain Products, especially those comprising any cell line, stem cell or primary cell, entry into an agreement on Additional Terms, such as a Material Transfer Agreement or other supply or licensing agreement, may be a prerequisite before an order can be processed.

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 that it has received all approvals required under applicable law and will handle the Product at a suitable location in accordance with applicable rules and regulations.

3.7 If the ordered Products are pathogens or material containing pathogens, they will only be delivered to persons or facilities possessing the appropriate authorization from the competent authorities.

3.8 If 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.

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, if applicable.

4.2 The Customer shall bear the costs of packaging, refrigeration, dry ice, and shipping as applicable. Customer shall comply with applicable export-control laws and regulations.

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, with handover to carriers conditional upon payment by the Customer. Otherwise, where payment terms have been agreed, payment shall be made within thirty (30) days net after the invoice date.

4.4 If the Customer is in default of payment, Cytion shall be entitled to charge interest on arrears at a rate of nine (9) percentage points above the applicable base interest rate.

4.5 All sums payable by the Customer under the Contract shall be paid in full without deductions, except where withholding tax is required by applicable law.

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 to the rights of retention provided by law, including where there is a significant deterioration in the Customer’s financial situation.

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 shall be reasonably excused, in the event of force majeure or other circumstances beyond Cytion’s reasonable control.

6.3 Cytion is entitled to make partial deliveries to a reasonable extent. Any additional costs shall be discussed and agreed upon by the Parties in writing prior to providing such partial delivery.

7. Delivery

7.1 If the Customer delays acceptance of delivery and Cytion is required to store Products ordered for the Customer, the Customer shall pay all additional expenses incurred by Cytion as a result.

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 only as specified therein. Delivery does not transfer ownership unless expressly agreed in writing.

8.2 No further transfer of Product by Customer to others is permitted unless Cytion and any other applicable rights holders have given their express prior written consent.

8.3 The permitted use of Products is limited to the contractually agreed purposes.

8.4 The Customer may be obligated to return or destroy the Product under the applicable Additional Terms.

8.5 If third parties are entitled under Additional Terms to receive or use Products, the Customer must fulfil the applicable conditions communicated by Cytion.

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 upon handover to the carrier.

9.2 The Customer shall immediately inspect the Products for defects upon receipt and must give precise written notice of any defects discovered without undue delay.

10. Warranties; Disclaimer; Defects

10.1 Cytion warrants the viability of Products comprising cells upon Customer’s initial culture thereof when started within sixty (60) days after shipment. Products other than those comprising cells will conform to the applicable Certificate of Analysis and/or Product Sheet for sixty (60) days after shipment, subject to the applicable conditions.

10.2 Except for express warranties given by Cytion, each Product is supplied “as is” and is provided without warranties of any kind whatsoever, either express or implied.

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 applicable license terms.

10.4 Cytion does not assume liability for infringement of third-party intellectual property rights except to the extent such infringement was caused by Cytion’s wilful misconduct, gross negligence, or non-compliance with expressly warranted characteristics or guarantees.

10.5 If defects exist in any Product, the Customer must prove they existed at the time of transfer of risk. Cytion may, at its discretion, effect subsequent performance by new delivery or rectification. If this is not possible, the Customer may be entitled to a refund of fees paid.

11. Liability

11.1 Cytion shall be liable in accordance with statutory provisions without limitation for wilful misconduct or gross negligence, injury to life, body or health caused at least negligently, characteristics warranted by Cytion or guarantees assumed by Cytion, and liability under applicable product liability law.

11.2 In the event of a simple negligent breach of an obligation that is essential for achieving the purpose of the contract, Cytion’s liability shall be limited to foreseeable and typical damage.

11.3 The statute of limitations for claims against Cytion shall generally be governed by statutory provisions. Claims based on defects shall be subject to a limitation period of twelve (12) months from delivery, except where Section 11.1 applies.

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

11.5 The 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 indemnifies, defends, and holds harmless Cytion, its affiliates, contributors, officers, directors, employees, advisors and agents against applicable claims, expenses, damages, losses and liability arising in connection with the Customer’s breach of the Contract, wilful misconduct, gross negligence, or activities relating to Products supplied under the Contract, except to the extent caused by the wilful misconduct or gross negligence of Cytion or its agents.

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

13. Cancellation

13.1 The Customer may request cancellation of an order for Products. Cytion may accept cancellation at its own discretion, subject to applicable statutory rights.

13.2 If the Customer is required to return Product, the Customer must return it to Cytion using an internationally recognized courier service and notify Cytion after handing over the Product to the courier service.

13.3 The Customer shall bear all costs for the return of Product, except where the return is due to a defect of the Product for subsequent performance by Cytion.

14. Confidentiality; Data Protection

14.1 The Customer is obliged to treat as confidential all non-public information provided to it by Cytion, including details of Products and prices, license fees and any Quotation or Additional Terms.

14.2 Each Party must process personal data only for the purposes of the Contract and in accordance with applicable data protection provisions, in particular Regulation (EU) 2016/679.

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 for disputes arising directly or indirectly from the contractual relationship shall be the applicable courts for the place of business of Cytion. Cytion may, however, bring an action at the Customer’s general place of jurisdiction.

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).

15.4 These General Terms are made in and are effective in the English language only. No translation shall have any force or effect in respect of any Contract or its interpretation.