General Terms and Conditions

Effective: April 2026

Copyright

All content on this website, including text, graphics, logos, and images, is the property of StemX Bio B.V. and is protected by applicable copyright laws. Reproduction without written permission is prohibited.

Disclaimer

The information on this website is provided for general informational purposes only. While we strive for accuracy, StemX Bio makes no warranties about the completeness, reliability, or suitability of the information. Any reliance you place on such information is at your own risk.

Forward-Looking Statements

This website may contain forward-looking statements about StemX Bio's plans, products, and services. These statements are based on current expectations and are subject to risks and uncertainties. Actual results may differ materially.

External Links

This website may contain links to external sites. StemX Bio is not responsible for the content, privacy policies, or practices of any third-party websites.

Limitation of Liability

StemX Bio shall not be liable for any direct, indirect, incidental, or consequential damages arising from the use or inability to use this website or its content.

General Terms and Conditions of Sale

Effective: June 6, 2024

Section 1: Scope

These general terms and conditions of sale of Products and Services (GTCS) shall apply to all Agreements concluded between StemX Bio and the Customer and supersede conflicting terms. StemX Bio retains the right to modify these GTCS with thirty (30) days prior written notice. Material amendments shall apply only to Agreements entered into after the effective date of such amendment.

Section 2: Definitions

Key terms: Affiliate (entity with >50% control relationship); Background IP (pre-existing intellectual property necessary for Services); Customer Material (Customer's proprietary materials, which remain Customer's property); Customer Results (work product from Services, excluding StemX Bio IP); StemX Bio Technology (proprietary platforms, methods, and protocols retained by StemX Bio); StemX Bio Improvements (enhancements to StemX Bio's own intellectual property).

Section 3: Offers and Agreements

Offers are not binding and are without obligation. Information about expected results is indicative and not binding. Quotations are valid for five (5) business days. Cancellations incur documented costs plus 15% overhead, subject to a maximum of 50% of the total Agreement value. Advance payments are required before Service performance.

Section 4: Delivery, Materials, Results & Reports

StemX Bio performs Services with reasonable skill, care, and diligence per industry standards. Delivery dates are indicative. Shipment is on FCA seller's premises (Incoterms 2020). Products remain StemX Bio property until full payment. Customer has ten (10) business days to report non-conformity. StemX Bio may use subcontractors upon prior written notification to the Customer. After thirty (30) days, remaining materials may be discarded per Agreement terms.

Section 5: Prices, Payment & Complaints

Prices exclude packaging, transportation costs, VAT, sales tax, and any duties. Payment terms: net payment within 30 days after receipt of invoice. Overdue amounts incur 10% per year interest plus EUR 40 per reminder. Customer cannot withhold payment or offset without written StemX Bio consent. Services payment: 50% upon establishment of the Agreement, 50% upon receipt of Customer Results. Complaints must be filed within ten (10) business days after receipt, in writing, in a detailed and comprehensible manner.

Section 6: Representations, Warranties & Disclaimers

Products are of customary quality with respect to all material aspects under normal laboratory conditions. Customer must use Products solely for in-house laboratory research and cannot reverse engineer, analyze, disassemble, reproduce, modify, transfer, distribute, or re-sell. StemX Bio specifically disclaims any warranty that Services will be successful or achieve any specific goal, except that they will be performed with reasonable due care.

Section 7: Liability & Indemnity

Customer indemnifies StemX Bio from third-party losses arising from use or sale of Products or Customer Results. Except for gross negligence and willful misconduct, StemX Bio waives any liability. Liability shall not exceed the total amount of remuneration paid within the last 12 months. Force majeure applies to fire, government intervention, strike, lockout, export/import bans, and similar events.

Section 8: Intellectual Property

Customer receives a non-exclusive and non-transferable license for Products per Specifications. Customer Results shall be the exclusive property of the Customer after full payment. StemX Bio retains all rights to Background IP, StemX Bio Technology, and StemX Bio Improvements. StemX Bio may use Customer Results for internal research purposes in blinded or anonymized form. Any use beyond agreed scope requires prior written consent and a separate license agreement.

Section 9: Restrictions on Use

Customer must ensure compliance with all approvals, permits, licenses, and applicable laws, rules, and regulations. Unless agreed in writing, Customer cannot use Products in commercial application or sublicense, resell, lease, assign, or otherwise transfer.

Section 10: Publication & Publicity

Neither party may mention the other publicly or in marketing materials without prior written consent.

Section 11: Confidentiality

Both parties must respect and keep strictly confidential all Confidential Information and disclose only to Representatives on a strict need-to-know basis. Standard exceptions apply for information that becomes public, was previously known, is mutually agreed to disclose, or is independently developed. Customer cannot disclose prices or other financial terms without consent except as required by applicable law.

Section 12: Term, Termination & Notice

Either party may terminate for material breach with thirty (30) days written notice and opportunity to cure. Customer may terminate at any time with thirty (30) days written notice for any reason. Upon termination, Customer pays for work performed and reimburses out-of-pocket costs including non-cancellable commitments.

Section 13: Miscellaneous

These GTCS plus the Agreement constitute the entire agreement and supersede all prior agreements. Amendments require writing signed by authorized representatives of both Parties. StemX Bio operates as an independent contractor. Customer cannot assign rights without prior written consent of StemX Bio; StemX Bio may assign to Affiliates or successors. If any provision becomes invalid, remaining provisions remain in force. Governed by and construed in accordance with substantive Dutch law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Disputes shall be judged by the ordinary courts of the Netherlands.

Governing Law

These terms are governed by the laws of The Netherlands. Any disputes shall be submitted to the competent court in The Hague.