Governing Law, Jurisdiction & Liability

B2B – Genomic Certification Services

1. Governing Law

These Terms of Service and any contractual relationship arising from the provision of genomic authentication and digital certification services are governed exclusively by the laws of the Republic of Italy.

Pursuant to Articles 1321 et seq. of the Italian Civil Code (Codice Civile), these Terms constitute a binding commercial agreement between business entities.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

2. Exclusive Jurisdiction

The Court of Milan (Foro di Milano) shall have exclusive jurisdiction over any dispute arising out of or relating to these Terms, the genomic analysis services, or the issuance of digital authentication certificates.

This clause applies exclusively to B2B commercial relationships pursuant to Articles 28 and 29 of the Italian Code of Civil Procedure and Article 1341 of the Italian Civil Code.

3. Nature of the Service

AuthenGene provides:

  • Comparative genomic analysis
  • Statistical origin and varietal matching
  • Digital authentication certificates
  • Scientific reports based on submitted samples or sequencing data

The service constitutes a professional technical assessment.

It does not constitute a legal warranty, regulatory approval, governmental certification, or guarantee of commercial fitness.

4. Limitation of Liability (B2B – Italian Civil Code)

4.1 Standard of Liability

Under Articles 1176, 1218, and 2236 of the Italian Civil Code, AuthenGene is liable only in cases of willful misconduct (dolo) or gross negligence (colpa grave).

No liability shall arise for:

  • Ordinary negligence in complex scientific evaluation
  • Indirect or consequential damages
  • Trade losses or customs rejection
  • Reputational damage
  • Disputes between the Client and third parties

4.2 Financial Cap

The total aggregate liability of AuthenGene for any claim related to a specific genomic certification shall not exceed the total amount paid by the Client for that specific analysis.

4.3 Exclusion of Indirect Damages

AuthenGene shall not be liable for loss of profit, loss of market access, business interruption, regulatory penalties, litigation costs, or reputational damage, even if foreseeable.

5. Scientific and Statistical Nature of Certification

Genomic authentication is based on reference genome databases, statistical modeling, and proprietary bioinformatic pipelines.

Results reflect probability-based scientific assessment at the time of analysis. Reference databases and scientific interpretation may evolve over time.

6. Digital Certificate Issuance Model

Certificates are:

  • Issued digitally
  • Linked to specific submitted samples or sequencing data
  • Time-stamped
  • Based exclusively on the material received

AuthenGene is not responsible for sample contamination, improper sampling, chain-of-custody failures, or laboratory errors from third-party sequencing providers, unless directly attributable to willful misconduct or gross negligence.

7. Third-Party Reliance

Certificates may be shared by the Client with importers, distributors, regulatory authorities, or courts.

No third party shall acquire contractual rights against AuthenGene unless a separate written agreement is executed.

8. Specific Approval Clause (Art. 1341–1342 Codice Civile)

Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the Client expressly approves the following clauses:
  • Exclusive Jurisdiction
  • Limitation of Liability
  • Financial Cap
  • Exclusion of Indirect Damages