These Terms and Conditions (the "Terms") govern your purchase of donor sperm, storage services and/or access to donor profile material from European Sperm Bank ApS, Struenseegade 9, 2nd floor, 2200 Copenhagen N, Denmark, Business reg. no. 27506372, phone no.: +4538343600, email: firstname.lastname@example.org ("ESB"). By purchasing products or services from ESB, you confirm that you are of legal age.
Please read these terms carefully before ordering donor sperm. They include important information about your use of the donor sperm, including information of medical relevance.1 Donor enrolment
1.1 Donor selection and testing
1.1.1 Donor sperm may be purchased from open (contactable) donors or from non-contact, anonymous donors. The donor sperm may further be provided with only basic information, or – subject to availability and additional payment – additional information about the donor.
1.1.2 Donors providing sperm to ESB are selected and screened in accordance with applicable laws and ESB's internal procedures. The selection criteria comprise a wide range of aspects in terms of age, risk behaviour, medical/family history, physical examination and testing of the donor candidate for many hereditary and infectious diseases. You undertake not to perform or have performed on your behalf any other testing of donor sperm supplied by ESB without ESB's prior written consent.
1.1.3 Procurement and processing of donor sperm is performed in appropriate facilities using appropriate methods to minimise bacterial or other contamination.
1.1.4 The donor has given (and at the time of shipment of the sperm not withdrawn) a written consent to the distribution of the donated sperm.
1.1.5 The count and motility of sperm cells is done in accordance with the WHO standard of Progressive Motility (PM). Sperm counts may vary by up to 20% as a result of human and technical factors such as the individual counting, the laboratory tools used and the time/temperature of thawing.
1.2 Donor compensation
1.2.1 In money or money's worth, the donor is only reimbursed for reasonable expenses incurred in connection with the donation and for loss of earnings (but not for other costs or inconveniences) up to a maximum of €40 per donation (subject to reasonable adjustments over time).
1.3 Donor information
1.3.1 ESB will make basic information (race/ethnicity, eye colour, hair colour, height, weight, education and blood type) about the donors available through its website or otherwise. Additional donor information (such as audio interviews, baby photos, personality tests or other tests, extended profile information and staff impression) which may include essential information (e.g. of a medicinal nature), is available for purchase when purchasing donors on name
1.3.2 Information about the donor provided by ESB is – to the best of ESB's knowledge – true and accurate but ESB does not make any warranties in this respect and disclaims any liability for any incorrect or inaccurate information.
1.4 Open donor programme
1.4.1 Open donors may be contacted by donor children that have attained legal age.
1.4.2 ESB will disclose the identity of an open donor to clinics, authorities and/or donor children only to the extent required by mandatory law in the receiving country and, where relevant, subject to verification of the donor child being an actual child of the open donor in question (e.g. through a DNA test).
1.4.3 ESB may at the request of a donor child of an open donor and subject to verification of the donor child being an actual child of the open donor in question, assist in facilitating contact between the donor child and the donor. However, ESB does not and cannot warrant that the open donor will eventually accept any contact with the donor child.
1.5 Legal status of the donor
1.5.1 You acknowledge that the donor is not considered the legal parent of any of the donor children and cannot be held liable for any claims whatsoever on account of the donor's donation of sperm.
1.5.2 You guarantee to claim parenthood and to look after and consider the child, which may be the result of treatment with donor sperm according to this purchase, as your own legal child.
2 Ordering, cancellation and payment
2.1 Products and services may be ordered and paid online using a credit card accepted by ESB or via email. For donor sperm, payment may alternatively be made by phone (+4538343600), or ESB may issue an invoice, which can be paid through bank transfer or by phone. Donor sperm for which an invoice is issued will not be shipped (or if applicable transferred to a personal depot or container) or reserved until ESB's receipt of payment. ESB's order confirmations are sent by email.
2.2 If payment for donor sperm/and or storage services is made using a credit card, the payable amount will be deducted at the time where ESB ships or relocates the donor sperm from ESB's main depot to a personal depot or container in your name. The payable amount for access to donor materials will be deducted at the time where you are given access to the material.
2.3 Due to the nature of the product, you do not have a right of withdrawal with respect to donor sperm. However, orders for donor sperm may be cancelled until shipment against a refund of 75% of the purchase price. If you purchase access to additional donor information, you expressly acknowledge that your right of withdrawal will be forfeited from the time where ESB provides you with access to the information. You can use the model withdrawal form in Annex A to these Terms.
2.4 For storage services, units may at any time be refunded with 75% of the purchase price (if not already shipped). Payment for storage is not refunded. Any debt you may have will be subtracted the refund. You can use the model withdrawal form in Annex A to these Terms.
3 Description of Product
3.1 Donor sperm may be delivered in clear 0.5 mL CBS High Security Straws (CryoBioSystem), made of ionomeric resin and specifically manufactured for safe cryogenic storage of biological products in liquid nitrogen. Donor sperm may also be delivered in 1 mL cryovials (Greiner Bio-One).
3.2 One straw/vial contains 0,5 mL (ICI-vials will contain 1 mL) donor sperm cryopreserved in phosphate buffered glycerol, composed of buffer (HEPES), 0.4% HAS and glycerol. The shelf life is indefinite when stored at temp. < -170˚C.
3.3 Vials/straws are labeled with:
4 Storage and delivery
4.1 Unless agreed otherwise, ESB undertakes to ship (i.e. hand over to a carrier) ordered donor sperm within 10 days from ESB's order confirmation. At your choice, ESB may store purchased donor sperm for up to 30 days from the purchase date at no additional cost. Storage beyond 30 days from the purchase date is subject to additional payment. Payment for storage is not refunded.
4.2 It is your responsibility to notify ESB prior to the expiration of a storage. ESB do not terminate a storage without previously having tried to reach you - using the contact information available. If no contact is obtained after the expiry of a storage, it will be cancelled.
4.3 Circumstances, that may occur during a storage period due to unforeseen incidents (force majeure) and may affect the donor sperm deposited, will not be compensated for.
4.4 Donor sperm will be delivered to the address of an authorised physician or fertility clinic (Delivered At Place/DAP according to Incoterms 2010) designated by you. You acknowledge that the physician or fertility clinic will act as your representative with respect to the investigation of the delivered donor sperm, return of shipping containers etc.
4.5 ESB shall not be responsible for handling any necessary customs clearance, or import permits, duties or taxes (excl. shipments to Norway).
4.6 ESB is responsible for the quality of the content of shipments – until received by you/your clinic.
4.7 Any shipment will include a packing list containing information such as:
- Donor number (4-5 digits)
- Lot number (date of collection: DD-MMM-YYYY)
- Name of Tissue Establishment/Sperm Bank
- IUI-straws/vials are marked with a green cotton plug (inside the straw) or a green screw cap resp.
- ICI-straws/vials has a white cotton plug (inside the straw) or a white screw cap resp.
4.8 If the delivered quantity (number of units) is less than the ordered quantity, ESB undertakes, at its election, to either (i) deliver the shortfall quantity within reasonable time, or (ii) reduce the payable price in proportion to the shortfall quantity.
4.9 If the delivered quantity (number of units) exceeds the ordered quantity, you/your clinic may either (i) return the excess products, or (ii) retain the excess products against payment of the applicable price therefore. However, excess donor sperm can only be returned in unthawed and undamaged condition.
4.10 If the delivery of products is materially delayed and this is due to circumstances for which ESB is responsible, you/your clinic may upon written notice to ESB elect to cancel the order with respect to the delayed products, provided that you/your clinic upon subsequent receipt thereof immediately returns donor sperm in unthawed and undamaged condition and with an unbroken security seal. If you/your clinic suspects that the units may be thawed, you/your clinic shall contact ESB prior to returning the products to ensure that they are returned in proper condition.
4.11 All cryotanks used are validated annually according to the recommendations of the manufacturer. Cryotanks are fully charged and visually inspected prior to shipment – and will maintain a chamber environment of approx. -190 °C during the hold time.
4.12 Nitrogen containers/shipping boxes remain the property of ESB and must be returned to ESB without undue delay and no later than 5 days from receipt of the shipment.
4.13 All shipments are managed by either ESB or accredited international courier delivery services companies offering worldwide high quality transport and logistics solutions.
5.1 ESB undertakes to deliver donor sperm handled in accordance with applicable Danish law and EU directives relating to donor sperm for human application.
5.2 To the fullest permitted extent, ESB disclaims any other warranties, whether express or implied, including as regards quality, merchantability or fitness for a particular purpose. Without limitation to the foregoing, ESB does not warrant that treatment with the donor sperm will result in a viable pregnancy, nor that a donor child resulting from such treatment will possess any specific characteristics.
5.3 You further explicitly acknowledge that regardless of ESB's testing of the donor sperm (cf. Section 1.1.2), the risk of transmitting a genetic or hereditary disease, disorder or birth defect through treatment with the donor sperm cannot be excluded and ESB disclaims any warranty or liability in this respect. The Danish Sale of Goods Act may apply.
5.4 You/your clinic shall immediately upon receipt of a shipment examine the products for any non-conformities. Provided that you/your clinic without undue delay from the time where you/your clinic have/has or should have discovered a non-conformity for which ESB is responsible, notifies ESB accordingly and returns the non-conforming products, ESB will within reasonable time, at its election - either (i) replace the non-conforming products, or (ii) refund the price paid for the non-conforming products. You should acknowledge that this could have an impact on your treatment schedule.
6 Regulatory requirements
6.1 Pregnancy limits
6.1.1In order to allow ESB to keep track of pregnancies and not to exceed any national quotas regarding the number of children/families per donor, you must report any pregnancies or abortions in connection with treatments using donor sperm supplied by ESB to the clinic treating you (or the health care professional supervising you).
6.1.2 A donor is temporarily blocked when reaching 6 pregnancies for Danish patients treated in Denmark within the first year of first shipment to a Danish clinic. If the sperm has been shipped to a clinic, the client can either wait till the block is lifted or contact ESB to exchange donor.
6.1.3 You acknowledge that due to the limitations following from national quota restrictions, donor sperm from a specific donor may only be purchased in combination with Pregnancy Slots which imply that you have the right to conceive – either as many children (a family) with a donor as you may want, or one child only with a donor.
6.1.4 If the clinic treating you documents that treatment with donor sperm purchased under a Pregnancy Slot has not resulted in a pregnancy, and that all purchased donor sperm from the donor in question has been used, you may at your choosing claim either (i) a refund of the price paid for the Pregnancy Slot (but not for the purchased donor sperm) or (ii) replacement of the Pregnancy Slot with a Pregnancy Slot in relation to another donor (delivery of donor sperm from such donor us subject to payment) – provided that the clinic confirms the above conditions.
6.2 Adverse events
6.2.1 You shall immediately notify the clinic treating you (or the healthcare professional supervising you) about any suspected serious adverse events (e.g. birth defects or potentially hereditary diseases) which may relate to the quality or safety of donor sperm supplied by ESB. You acknowledge that the clinic in that connection may contact ESB, and that ESB may communicate with the clinic and/or you directly.
6.2.2 ESB will notify you about adverse events relating to donor sperm purchased by you – only if the donor sperm is stored by ESB and (i) you have not yet designated an authorised fertility clinic, of if (ii) the donor is permanently blocked. In all other cases, ESB will notify the fertility clinic designated by you, and the fertility clinic will remain fully responsible for notifying you and/or referring you to genetic testing or medical consultation etc. if relevant.
6.2.3 You are responsible for notifying ESB of any new relevant contact information, to allow ESB to urgently handle notifications concerning adverse events.
6.2.4 The clinic treating you is responsible for ensuring that you are not treated with donor sperm from a quarantined donor and that ESB's list of quarantined or permanently blocked donors is consulted prior to any treatment. You may return donor sperm from a permanently blocked donor in unthawed and undamaged condition, for ESB to exchange for units from another unaffected donor (storage services also covered by this). Exchanged donor sperm will be delivered free of charge only in connection with the next new booking of donor sperm by your clinic. You are not entitled to return or claim any refunds for donor sperm from a quarantined donor.
6.2.5 Danish regulatory requirements state, that donor sperm from a permanently blocked donor can only be delivered, if it is to be used for a sibling to a donor child already conceived by the use of the donor in question. In such a case, you/your clinic must give a statement specifying your awareness and acceptance of the potential consequences of using the donor. Continuous use of a permanently blocked donor outside Denmark - is possible only, if in accordance with the directions of the national competent authority. ESB will need a statement from you/your clinic regarding this.
6.2.6 You acknowledge that if a donor is quarantined or the national pregnancy quota for the donor is reached, such donor sperm should not be used and ESB is obligated to suspend any corresponding shipments.
6.3.1 You acknowledge that information about the donor disclosed by ESB is confidential and may include sensitive information about the donor and thus may not be revealed to any third party in any manner, except to the extent required by law or by relevant national authorities. Regardless of the foregoing, you may to the extent necessary in the circumstances disclose information about the donor to the clinic treating you and to donor children of the donor in question. Any other disclosure or publication of information about the donor whether orally, through social media or otherwise may compromise the privacy of the donor and be detrimental to ESB's business and may result in sanctions under civil or criminal law, including claims for damages or tort or, if the circumstances so warrant, imprisonment.
6.3.2 You understand and accept that ESB is required to safeguard the anonymity of non-contact donors indefinitely.
6.3.3 You guarantee that you will not make any attempts to search for or to trace donors, other recipients of donor sperm from the donor, or other donor children of the donor and must, if a search is nevertheless initiated, indemnify and hold harmless ESB from any loss incurred on that account.
ESB guarantees that any confidential records on you or your donor children that ESB may possess will be kept strictly confidential and will not be revealed to any third party except as required by law or by relevant authorities.
6.4 Processing of personal data and Traceability
6.4.2 If needed for the assessment of an adverse reaction related to you or your donor child, you agree to provide ESB with any relevant information, give ESB access to your and the child’s medical files, and supply blood samples for diagnostic purposes.
6.4.3 In accordance with national regulatory requirements, your personal data will be managed confidentially by ESB and filed under safe conditions for at least thirty (30) years for the purpose of traceability. If required, your personal data may be shared with your clinic, physician and test laboratory.
6.4.4 In the event of termination of all ESB activities, documentation (incl. your personal data) will be transferred to another authorised tissue establishment to maintain traceability in accordance with Danish law.
7 Limitation of liability and indemnification
7.1 ESB expressly disclaims any liability and responsibility for the quality and other characteristics of, and the results of treatment with or other use of, donor sperm supplied by ESB, including, but not limited to, unwanted pregnancy, multiple pregnancies, spontaneous abortion, ectopic (tubal) pregnancy, stillbirth, genetic or hereditary diseases, disorders or birth defects.
7.2 ESB disclaims any liability for indirect damages and costs, including without limitation expenses for medicine, transport and travel expenses, accommodation, loss of profit, sales or income, loss of time and clientele, or ensuing costs or other indirect losses or expenses.
8 Distribution of donor sperm
8.1 You agree not to redistribute (directly or indirectly) donor sperm supplied by ESB to any other party than the physician or clinic treating you.
9 Choice of law and jurisdiction
9.1 These Terms and any orders under the Terms are governed and construed by and interpreted in accordance with the laws of the Kingdom of Denmark without regard to its choice of law principles and to the exclusion of the Convention on International Sale of Goods (CISG). Any dispute which may arise out of this Agreement, including in relation to its existence or validity, will be brought before the Danish Maritime and Commercial Court as the court of first instance or, if the Maritime and Commercial Court is not competent to handle the case, the Copenhagen City Court.
- Order overview
- Instructions/restrictions for use
- Donor profile, test results and other specifications
- Identification of the responsible person and/or medical director under whose supervision units were released
Annex A – Model withdrawal form
To European Sperm Bank ApS, Struenseegade 9, 2nd floor, 2200 Copenhagen N, Denmark, Business reg. no. 27506372, phone no.: +4538343600, email: email@example.com:
I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract of sale of the following goods (*)/for the provision of the following service (*),
Ordered on (*)/received on (*),
Name of consumer(s),
Address of consumer(s),
Signature of consumer(s) (only if this form is notified on paper),
(*) Delete as appropriate.