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Best Vendor Management Systems for Medical Devices

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A modern vendor management system (VMS) is now essential for medical device companies and healthcare providers that rely on a network of third‑party vendors for sales, service, training, and equipment support. The right VMS centralizes vendor onboarding, compliance, performance tracking, and contract management, reducing operational risk, improving service quality, and cutting costs by up to 20–30% in procurement and maintenance spend. For medical aesthetics and clinical device operators, a specialized VMS like ALLWILL’s MET platform delivers brand‑agnostic oversight of technicians, trainers, and service partners while ensuring every device is maintained to clinical standards [ALLWILL].

How bad is vendor chaos in medical devices today?

Medical device operations are increasingly complex, with clinics and hospitals depending on dozens of vendors for lasers, aesthetic devices, imaging systems, and surgical equipment. A 2023 AAMI survey found that 68% of HTM (Healthcare Technology Management) leaders report “frequent” or “consistent” issues with vendor responsiveness and documentation completeness, especially for used or refurbished systems. This fragmentation leads to inconsistent maintenance, delayed service, and compliance gaps during audits.​

In aesthetic medicine, the problem is amplified by the high turnover of third‑party technicians and trainers. Many clinics work with 10–30 different vendors per year for machine sales, upgrades, repairs, and training, yet most lack a centralized system to track licenses, certifications, service history, and warranty status. This creates a high risk of using unqualified technicians on critical equipment, which can compromise both patient safety and regulatory compliance.​

The financial impact is measurable: a 2024 study of outpatient clinics found that poor vendor coordination leads to 15–25% higher maintenance costs, 30–40% longer downtime per incident, and 2–3x more emergency service calls compared to practices with structured vendor management. In regions with strict device regulations (like the U.S., EU, and Singapore), these gaps also increase the risk of non‑compliance with HTM and quality management standards.

Why can’t clinics just use spreadsheets and email?

Most small to mid‑sized clinics still rely on spreadsheets, shared drives, and email to manage device vendors, but this approach breaks down quickly as the vendor base grows. Spreadsheets lack real‑time alerts for expiring certifications, training licenses, or warranty dates, so clinics often miss renewals or use expired technicians, exposing them to liability.

Manual tracking also makes it hard to compare vendor performance objectively. Without scorecards for response time, first‑time fix rate, and client satisfaction, it’s easy to keep working with underperforming vendors out of habit. This leads to “tribal knowledge” where only one person knows which vendor to call, creating a single point of failure when that person leaves or is unavailable.

Finally, compliance becomes a fire‑drill. During audits, staff must manually compile vendor lists, contracts, and service records, which is time‑consuming and error‑prone. A 2025 report from DNV GL noted that 42% of medical equipment management audit findings were related to incomplete vendor documentation or missing evidence of technician qualification checks.

How do the best VMS platforms solve this?

The top‑tier vendor management systems for medical devices go beyond simple contact lists and instead provide:

  • Centralized vendor registry
    A single database for all device vendors (sales, service, training), with verified NPI numbers, certifications, licenses, and insurance status.

  • Automated compliance tracking
    Alerts for expiring qualifications, training records, and warranty periods, with digital proof of competence stored in the system.

  • Performance dashboards
    Scorecards for each vendor based on response time, uptime, first‑time fix rate, and customer feedback, making it easy to benchmark and rationalize the vendor base.

  • Contract and SLA management
    Digital storage of contracts, SOPs, and SLAs, with calendar reminders for reviews and renegotiations.

  • Integration with inventory and asset systems
    Linking vendor data to specific devices (serial numbers, models) so that each machine’s service history, technician, and warranty status are always visible.

Also check:  How can precision control components elevate aesthetic treatment systems?

For medical aesthetics, the best systems also support brand‑agnostic workflows, so clinics can manage lasers and devices from multiple manufacturers without vendor lock‑in [ALLWILL].

How does a modern VMS compare to traditional methods?

Capability Traditional (Spreadsheets, Email) Modern VMS for Medical Devices
Vendor onboarding Manual entry, inconsistent checks Standardized forms, automated qualification checks (licenses, certs)
Compliance tracking Reactive, during audits Proactive alerts for expiring certs, insurance, and training
Performance visibility Qualitative (“Joe is good”) Quantitative scorecards: response time, uptime, customer satisfaction ​
Contract management Files scattered in email/drive Central repository with expiry alerts and version control
Device‑vendor linkage Manual mapping, error‑prone Each device linked to its service vendors, history, and SLA
Audit readiness Days of manual prep One‑click reports with vendor lists, contracts, and compliance status
Scalability Breaks at 10–15 vendors Handles hundreds of vendors, roles, and locations

Systems like ALLWILL’s MET (Vendor Management System) are purpose‑built for medical aesthetics and deliver all of these capabilities in a single, cloud‑based platform, along with direct integration into the Lasermatch device sourcing and inventory system [ALLWILL].

How does a leader‑grade VMS work in practice?

Setting up a best‑in‑class vendor management system typically follows these steps:

  1. Map current vendors and roles
    List all vendors involved in device sales, service, training, and support, categorizing them by function (e.g., primary repair, training, parts supply).

  2. Define qualification standards
    Set clear criteria for each role: required certifications, years of experience, insurance coverage, and any regional regulatory requirements.

  3. Onboard vendors into the VMS
    Invite each vendor to complete a digital profile, upload documents (certs, insurance, licenses), and sign agreements/SLAs. The system verifies completeness and flags missing items.

  4. Link vendors to devices and sites
    Assign vendors to specific devices (by serial number) and clinical locations, so maintenance and training are automatically routed to the right partner [ALLWILL].​

  5. Configure performance metrics and alerts
    Set up scorecards (response time, first‑time fix rate, downtime) and compliance alerts (certifications, insurance, warranty) to monitor performance continuously.

  6. Integrate with existing systems
    Connect the VMS to the clinic’s asset management, inventory, and EHR/MIS systems via APIs to eliminate double‑entry and ensure real‑time visibility.

  7. Roll out, train, and refine
    Train procurement, HTM, and clinical teams on using the VMS, then refine workflows and scorecards based on initial results.

ALLWILL supports this entire process, providing a turnkey MET platform plus expert guidance on vendor segmentation, performance metrics, and integration with Lasermatch for seamless device lifecycle management [ALLWILL].

Where do clinics see the biggest wins?

1. Unpredictable service downtime

Problem: A med‑spa uses 15 different lasers and aesthetic devices, with service split across 8–10 vendors. When a machine fails, it takes 2–3 days to find the “right” technician, and some vendors are not qualified on certain models.

Traditional approach: Call the manufacturer or a local technician listed in an old Excel sheet; if that fails, use a generalist or even a non‑certified “handyman,” risking voided warranties and safety issues.

With a medical VMS:

  • All qualified vendors are already vetted and profiled in the system.

  • When a machine fails, the system recommends the local, certified technician with the highest performance score.

  • Work orders, SLAs, and response‑time targets are enforced automatically.

Key results:

  • Downtime reduced from 48–72 hours to <24 hours.

  • 30% fewer emergency calls and “no‑fix” visits.

  • 50% reduction in warranty disputes.

2. Training and compliance risk

Problem: A clinic chain rolls out new laser technology and depends on vendor trainers, but has no way to verify that each trainer is licensed, insured, and up to date with manufacturer training.

Also check:  How Can Certified Medical Device Repair Redefine Quality, Safety, and Profitability in Healthcare?

Traditional approach: Track trainer details in spreadsheets or email; rely on verbal assurances before allowing them near devices and patients.

With a medical VMS:

  • Trainers are onboarded into the system with full documentation (licenses, certs, insurance).

  • The system flags any trainer with expired qualifications before a training session.

  • Training records are linked to specific devices and staff members, simplifying audits.

Key results:

  • 100% visibility on trainer compliance status.

  • Reduced audit findings related to training and technician qualifications.

  • Safer onboarding of new devices and technologies.

3. Managing a mixed vendor portfolio

Problem: A dermatology clinic uses devices from multiple brands and deals with overlapping warranties, service contracts, and inconsistent pricing for parts and labor.

Traditional approach: Separate contracts and contacts for each vendor, leading to confusion, duplicate spend, and difficulty negotiating better terms.

With a medical VMS:

  • All vendors are consolidated into a single platform with standardized contracts and SLAs.

  • Performance and cost data are compared across vendors, enabling rationalization (e.g., consolidating 10 vendors to 4 high‑performers).

  • Contract renewals and price negotiations are driven by data, not memory.

Key results:

  • 15–25% reduction in maintenance and service spend.

  • 2x faster onboarding of new vendors and devices.

  • Stronger negotiation power with preferred vendors.

4. Scaling across multiple locations

Problem: A growing aesthetics group operates 5 clinics and struggles to maintain consistent vendor standards, training quality, and device availability across all sites.

Traditional approach: Each clinic manages vendors locally, creating silos and inconsistent practices; HQ has limited visibility until something goes wrong.

With a medical VMS:

  • All clinics use the same platform with centralized standards and policies.

  • HQ can see vendor performance by clinic, identify underperformers, and enforce best practices.

  • Device inventory (via Lasermatch) is linked to the vendor network, so every location knows which devices are available and who can service them.

Key results:

  • Standardized service quality across all locations.

  • 40% faster equipment rollout to new clinics.

  • Improved group‑level reporting and budget control.

Why is now the right time to adopt a dedicated VMS?

Regulatory pressure is increasing: Joint Commission, DNV GL, and many national HTM standards now require documented evidence that vendors and technicians are qualified and compliant. Audits are shifting from “do you have a plan?” to “prove it with data,” and spreadsheets are no longer considered sufficient.

At the same time, the economics of medical aesthetics favor efficiency. With rising equipment costs and price competition, clinics cannot afford prolonged downtime, emergency service fees, or wasted negotiated discounts. A 2025 analysis shows that clinics using a structured VMS realize a 15–30% reduction in total cost of ownership for high‑end devices by optimizing vendor selection, contracts, and preventive maintenance.​

ALLWILL’s approach—combining its MET vendor management system with the Lasermatch inventory platform and global biomedical Smart Center—ensures that clinics get not just a tool, but a complete, brand‑agnostic solution for sourcing, managing, and maintaining medical aesthetics devices [ALLWILL].

How do you choose the best VMS for medical devices?

How Do You Choose the Best Vendor Management Systems for Medical Device Regulatory Compliance?
Select a vendor management system with built-in FDA 21 CFR Part 820, ISO 13485, audit trails, and automated supplier documentation control. Prioritize real-time compliance dashboards and corrective action tracking. Platforms like ALLWILL integrate vetted technician networks and centralized oversight, reducing inspection risk while improving supplier accountability and operational efficiency.

Which Cloud Based Vendor Management Systems Are Best for Medical Device Companies?
The best cloud based vendor management systems offer secure data storage, remote audit capability, supplier performance analytics, and seamless scalability. Look for HIPAA aligned protection, multi-location access, and automated onboarding workflows. SaaS solutions reduce IT costs and provide real-time visibility, helping medical device teams manage vendors efficiently from anywhere.

Also check:  How do medical aesthetic handpieces boost operator confidence?

What Enterprise Vendor Management Systems Scale with Medical Device Growth?
Enterprise vendor management systems should support ERP integration, global supplier tracking, advanced analytics, and multi-site compliance management. Choose platforms with centralized reporting and automated risk alerts. Scalable architecture ensures consistent quality control across regions, improving transparency and maintaining regulatory alignment as your medical device operations expand.

Which Affordable Vendor Management Systems Work Best for Small Medical Device Manufacturers?
Affordable vendor management systems should include supplier qualification tools, compliance tracking, and performance scorecards without excessive licensing fees. Focus on modular features that grow with your business. Cost-effective platforms reduce administrative workload, improve audit readiness, and deliver measurable ROI for startups and small medical device manufacturers.

What Are the Best Vendor Management Systems for Medical Device Supplier Risk Control?
The best systems provide automated supplier risk assessment, real-time monitoring, corrective action workflows, and detailed audit documentation. Strong analytics help identify high-risk vendors early. Solutions such as those supported by ALLWILL combine performance data with vetted service networks, strengthening supply chain resilience and protecting patient safety.

Which Integrated VMS and QMS Platforms Improve Medical Device Quality Control?
An integrated VMS and QMS platform connects supplier data with CAPA, nonconformance tracking, and document control. This eliminates duplicate entry and improves audit accuracy. Look for automated reporting and centralized dashboards to ensure continuous compliance and faster resolution of quality issues across your vendor ecosystem.

How Can Advanced VMS Tools Optimize Vendor Performance in Medical Devices?
Advanced vendor performance management tools track KPIs, delivery metrics, and quality benchmarks in real time. Use automated scorecards and data dashboards to identify improvement opportunities. Continuous monitoring increases supplier accountability, reduces defects, and strengthens long-term partnerships across the medical device supply chain.

How Do You Implement the Best Vendor Management Systems for Medical Devices Step by Step?
Start with a compliance gap analysis, define supplier workflows, and migrate verified vendor data into the new system. Train internal teams and onboard suppliers with clear documentation standards. Monitor performance metrics after launch to refine processes. A structured rollout ensures faster adoption, reduced disruption, and measurable operational gains.

How can your clinic take the next step?

For medical aesthetics and clinical device operators, the cost of vendor mismanagement is no longer just inconvenience—it directly impacts patient safety, compliance, and profitability. A modern, healthcare‑focused vendor management system is now table stakes for any serious practice.

ALLWILL offers a free consultation to evaluate your current vendor and device management challenges, then design a tailored implementation of its MET vendor management system and Lasermatch inventory platform. This includes mapping your vendor ecosystem, defining qualification standards, and planning integration with your existing systems to ensure rapid ROI.

👉 Schedule a no‑cost, 30‑minute strategy session with ALLWILL’s VMS experts to see how your clinic can gain control of its vendor network, reduce downtime, and lower total device costs—without being locked into a single manufacturer [ALLWILL].

References

  1. Association for the Advancement of Medical Instrumentation (AAMI). “2023 Healthcare Technology Management Survey.” AAMI, 2023.

  2. Kladana. “Vendor Management Software Explained Simply.” Kladana Blog, 2025.

  3. Reflectiz. “How to Leverage TPRM Technology According to Gartner.” Reflectiz Blog, 2025.

  4. SysIntellec. “Vendor Managed System Guide: Everything You Need to Know.” SysIntellec Resources, 2025.

  5. DNV GL / AAMI. “HTM-Related Accreditation Information and Standards.” AAMI / DNV GL Joint Guidance, 2025.

  6. Graphite Connect. “The Top 10 Vendor Management Systems for 2025.” Graphite Connect, 2025.

  7. Cloudeagle. “9 Vendor Management Software in 2025.” Cloudeagle Blog, Jan 2025.

  8. ALLWILL. “MET Vendor Management System & Lasermatch Platform Overview.” ALLWILL Corporate, 2026.

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(e) Notice and Inspection. The limited warranties contained in this Section 8 are made on condition that immediate written notice of any noncompliance with the Equipment’s and/or the Service’s warranty be given to MRP, and provided that MRP’s inspection reveals that Buyer’s claim is valid under the terms of such warranty.

        9.  DISCLAIMERS; NO OTHER WARRANTY. EXCEPT TO THE EXTENT AS PROVIDED IN SECTION 8(c)(i)(D), BUYER ACKNOWLEDGES THAT MRP IS NOT BOUND BY ANY WARRANTY THAT MAY BE SET FORTH IN A MANUFACTURER’S WRITTEN MATERIALS THAT WOULD HAVE APPLIED HAD BUYER PURCHASED THE EQUIPMENT DIRECTLY FROM THE MANUFACTURER IN ITS UNUSED STATE. BUYER ACKNOWLEDGES THAT BUYER HAS NOT RELIED UPON ANY WARRANTY OTHER THAN AS SET FORTH IN THIS AGREEMENT. IN ADDITION, BUYER ALSO HEREBY ACKNOWLEDGES AND AGREES THAT ANY ORAL OR WRITTEN STATEMENTS CONCERNING USE AND REGULATION OF MEDICAL DEVICES SOLD BY MRP ARE AND SHALL BE CONSTRUED AS FOR INFORMATIONAL PURPOSES ONLY AND WITHOUT WARRANTY OR ASSURANCE BY MRP AS TO THEIR ACCURACY OR VALIDITY. MRP ALSO HEREBY DISCLAIMS ANY AND ALL WARRANTIES REGARDING OTHER MEDICAL CARE OR HELP, INCLUDING THE SELECTION OF AESTHETIC AND MEDICAL PROCEDURES AND PRODUCTS FOR, OR CARE OF, PATIENTS. THE LIMITED WARRANTIES OF THIS AGREEMENT, IF APPLICABLE TO ANY EQUIPMENT OR SERVICE FURNISHED UNDER THIS AGREEMENT, CONSTITUTE THE ONLY WARRANTIES MADE WITH RESPECT TO THE EQUIPMENT AND/OR SERVICE AND ANY DEFECT, DEFICIENCY OR NONCONFORMITY. TO THE EXTENT PERMITTED BY LAW, SUCH WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

        10.  LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL MRP BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES, ARISING FROM, RELATED TO OR CAUSED, DIRECTLY OR INDIRECTLY, WHETHER FORESEEABLE OR NOT, BY THE EQUIPMENT AND/OR THE SERVICES, THE USE OR INABILITY TO USE THE EQUIPMENT, THE RESULTS GENERATED FROM THE EQUIPMENT AND/OR THE SERVICES, THIS AGREEMENT, ANY OTHER ACT OR OMISSION OF MRP, OR BASED UPON ANY OTHER LEGAL THEORY. IN NO EVENT SHALL MRP BE LIABLE FOR ANY LOSSES OF REVENUE, USE, BUSINESS OPPORTUNITY, PROFIT, SAVINGS OR ANY OTHER DAMAGES DUE TO ANY CAUSE WHATSOEVER, EVEN IF MRP OR ITS AGENTS HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THE FOREGOING IS A SEPARATE, ESSENTIAL TERM OF THIS AGREEMENT, AND SHALL BE EFFECTIVE UPON THE FAILURE OF ANY REMEDY, EXCLUSIVE OR NOT. IN NO EVENT WILL MRP’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE PURCHASE PRICE ACTUALLY PAID TO MRP BY BUYER FOR THE EQUIPMENT AND/OR THE SERVICES GIVING RISE TO THE CLAIM FOR WHICH DAMAGES ARE BEING SOUGHT. NO SUIT OR ACTION MAY BE BROUGHT BY BUYER, ITS SHAREHOLDERS, DIRECTORS, MANAGERS, EMPLOYEES OR AGENTS FOR ANY BREACH OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. IT IS AGREED THAT MRP’S LIABILITY IS SO LIMITED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY EQUIPMENT IN THE PRACTICE OF ANY PROCESS, WHETHER IN TERMS OF OPERATING COSTS, GENERAL EFFECTIVENESS, SUCCESS OR FAILURE, AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY MRP, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE EQUIPMENT.

        11.  BUYER’S REPRESENTATIONS AND WARRANTIES. Buyer represents and warrants to MRP that: (a) Buyer is duly organized, validly existing, and in good standing in the jurisdiction of Buyer’s formation; (b) Buyer is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required; (c) Buyer has the full right, power, and authority to enter into this Agreement and to perform Buyer’s obligations under this Agreement; (d) the execution of this Agreement by the person whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of Buyer; (e) when executed and delivered by each of MRP and Buyer, this Agreement will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms; (f) Buyer is in compliance with all applicable laws relating to this Agreement, the Equipment and the operation of Buyer’s business; (g) Buyer is not insolvent and is paying all of its debts as they become due; and (h) all financial information that Buyer has provided to MRP is true and accurate and fairly represents Buyer’s financial condition.

        12. PROPRIETARY RIGHTS.

(a) Ownership. No sale shall be construed as granting to Buyer any license or other right in, or to, any of MRP’s (i) patents; (ii) trademarks; (iii) internet domain names, whether or not trademarks, registered by any authorized private registrar or governmental authority, web addresses, web pages, websites and URLs; (iv) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, technical data, data files, and databases and other specifications and documentation; (v) trade secrets; (vi) environmental or other testing applicable to the Equipment and/or the Services; and (vii) industrial and other intellectual property rights, and all rights, interests, and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the laws of any jurisdiction throughout in any part of the world (collectively, the “Intellectual Property Rights”).

(b) Prohibited Acts. Buyer shall not (i) take any action that might interfere with any of MRP’s rights in or to Intellectual Property Rights, including MRP’s ownership or exercise thereof; (ii) challenge any right, title, or interest of MRP in or to the Intellectual Property Rights; (iii) make any claim or take any action adverse to MRP’s ownership of the Intellectual Property Rights; (iv) register or apply for registrations, anywhere in the world, for MRP’s trademarks or any other trademark that is similar to MRP’s trademarks or that incorporates MRP’s trademarks in whole or in confusingly similar part; (v) use any mark, anywhere that is confusingly

similar to MRP’s trademarks in whole or in confusingly similar part; (vi) engage in any action that tends to disparage, dilute the value of or reflect negatively on the Equipment and/or the Services or any of MRP’s trademarks; (vii) misappropriate any of MRP’s trademarks for use as a domain name without prior written consent from MRP; or (viii) alter, obscure or remove any of MRP’s trademarks, or trademark or copyright notices or any other proprietary rights notices placed on the

Equipment, marketing materials or other materials that MRP may provide.

        13.  CONFIDENTIAL INFORMATION. Without the prior written consent of MRP,Buyer, directly or indirectly, shall not disclose (and will direct its directors, shareholders, employees and agents not to disclose) any Confidential Information. The term “Confidential Information” means any information of or relating to MRP or the Equipment and/or the Services not generally known to the public (other than as a result of disclosure in violation of this Agreement) in spoken, printed, electronic or any other form or medium, including, but not limited to, business processes, practices, methods, policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts, transactions, potential transactions, know-how, trade secrets, databases, manuals, records, supplier information, financial information, accounting information, legal information, marketing information, pricing information, payroll information, personnel information, and supplier lists.

        14.  NON-SOLICITATION. Buyer agrees not to solicit or hire any personnel of MRP involved with the delivery of the Services during the provision of such Services and for twelve (12) months after the completion of such Services; provided, however, that Buyer may hire individuals employed by MRP who, without other solicitation, respond to advertisements or solicitations aimed at the general public.

        15.  EQUITABLE REMEDIES. Buyer acknowledges and agrees that (a) a breach or threatened breach by Buyer of any of its obligations under Sections 13 or 14 would give rise to irreparable harm to MRP for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by Buyer of any such obligations, MRP shall, in addition to any and all other rights and remedies that may be available to MRP at law, at equity, or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy. Buyer agrees that Buyer will not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of this Section 15.

        16.  INDEMNIFICATION. Buyer agrees to indemnify, defend and hold harmless MRP and its directors, shareholders, employees and agents (collectively, “MRP Indemnitees”) against any liability, damage, loss or expense incurred by or imposed in connection with any claims, suits, actions, demands or judgments arising out of (a) any breach or non-fulfillment of any representation, warranty or covenant set forth in this Agreement by Buyer or its directors, managers, employees or agents (collectively, “Buyer’s Agents”); (b) any negligent act or omission or willful misconduct of Buyer or Buyer’s Agents in connection with this Agreement; (c) any bodily injury, death of any person or damage to real or tangible personal property caused by Buyer or Buyer’s Agents, including the use of unauthorized parts in or service of the Equipment; (d) any failure by Buyer or Buyer’s Agents to comply with any applicable laws; (e) any fraud or other intentional acts by Buyer or Buyer’s Agents; and (f) the use or operation of the Equipment, including, without limitation, any medical and/or surgical procedures performed by Buyer, and any of Buyer’s Agents, using the Equipment unless said damages are determined by a court of competence jurisdiction to be solely by the gross negligence of MRP or solely as result of a breach by MRP of the limited warranties contained herein.

        17.  DEFAULTS; REMEDIES. Notwithstanding anything herein to the contrary, should Buyer fail to pay for the order or any other amount, in whole or in part, when due or perform its other obligations under this Agreement or as otherwise mutually agreed in writing between Buyer and MRP (each, a “Default”), then MRP may take any and all actions available under law or equity to collect said amounts with a ten (10) day prior written notice, including, but not limited to, enforcing its security interest, accelerating the payment of and declaring immediately due and payable any unpaid balance of the order, referral to outside collection agencies and/or commencement of legal action. MRP’s rights shall be cumulative, and it shall not be required to have attempted to realize upon to the Equipment before taking any other collection actions. MRP may require that Buyer assemble and return any or all of the Equipment to MRP and, in the event Buyer fails to return such Equipment peaceably, enter upon the premises where such Equipment is located, with or without legal process, and repossess such Equipment. Upon a Default, Buyer agrees to pay upon MRP’s demand: (i) all costs and expenses incurred by MRP or its assignee in connection with the enforcement of any remedies, including all expenses incurred in connection with the return, sale, release or other disposition of the Equipment, including attorneys’ fees and other costs incurred by MRP or its assignee in enforcing or defending its rights and remedies under this Agreement and any other written agreement between Buyer and MRP.

        18.  COMPLIANCE WITH LAWS. Buyer shall (a) carry out the transactions contemplated by this sale and deal with the Equipment in conformity with all applicable laws, rules and regulations of all government authorities, including, without limitation, export laws, (b) obtain all permits and licenses required in connection with the purchase, shipment, installation or use of the Equipment, and (c) be solely responsible to fully understand and comply with laws, rules and regulations. Any information provided is as a convenience only.

        19.  FURTHER ASSURANCES. Upon MRP’s reasonable request, Buyer shall, at its sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, necessary to give full effect to this Agreement.

        20.  ASSIGNMENT; SUCCESSORS AND ASSIGNS. Buyer cannot delegate any duties nor assign any rights or claims under this Agreement without MRP’s prior written consent, and any such attempt or assignment shall be void. In the event that Buyer finances its acquisition of any Equipment with a third party, Buyer may direct MRP to transfer title of such Equipment to such third-party financing company, with all remaining terms and conditions of this Agreement remaining in full force and effect. This Agreement is binding on and inures to the benefit of the parties to this Agreement and their respective permitted successors and permitted assigns.

        21.  NO THIRD-PARTY BENEFICIARIES. Subject to Section 16, this Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

        22.  GOVERNING LAW; VENUE. The application of the UN Convention on Contracts for the International Sale of Goods is expressly excluded. The parties agree that any and all claims, demands, disagreements, controversies or disputes arising out of or relating to this Agreement and any agreement or document delivered in connection herewith (collectively, “Claims”) shall be governed by and construed in accordance with the laws of the State of Utah and adjudicated exclusively in the state and federal courts located in or nearest to Summit County, Utah, which courts shall have the sole and exclusive jurisdiction and venue for adjudication of all Claims. The parties hereby agree upon, consent and stipulate to the jurisdiction and venue of the aforementioned courts for the adjudication of all Claims, to the exclusion of all other courts, forums and venues whatsoever.

        23.  NON-DISPARAGEMENT. Buyer shall not disparage MRP or MRP’s trademarks, websites, products or services, or display any such items in a derogatory or negative manner on any website or in any public forum or press release.

        24.  NOTICES. Any notice, demand, or communication required, permitted or desired to be given hereunder shall be deemed effectively given when personally delivered, when sent by electronic means, when received by overnight courier, or when mailed by prepaid, certified or registered mail, return receipt requested, addressed to the other party at its address set forth on the Quote or to such other address that the receiving party may designate from time to time in accordance with this Section 25.

        25.  PUBLIC ANNOUNCEMENTS. Unless otherwise stated herein, neither party shall issue a press release or otherwise advertise, make a public statement or disclose to any third-party information pertaining to the relationship arising under this Agreement, the existence or terms of this Agreement, the underlying transactions between MRP and Buyer or agent for Buyer or refer to the other party in relation to this Agreement without the other party’s prior written approval.

        26.  ENTIRE AGREEMENT; ADDITIONAL OR INCONSISTENT TERMS. Subject to Section 32, this Agreement constitutes the sole and entire agreement between the parties hereto relating to the subject matter hereof, and any unincorporated representation, affirmation of fact, course of prior dealings, promise or condition in connection therewith, or usage of the trade, shall not be binding on either party. Terms and conditions set forth which differ from, conflict with or are not included in this Agreement shall not be part of any agreement between MRP and Buyer unless both parties specifically accept such terms and conditions in writing.

        27.  WAIVER. No waiver under this Agreement is effective unless it is in writing and signed by the party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated and does not operate as a waiver on any future occasion. None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege or condition arising from this Agreement: any failure or delay in exercising any right, remedy, power or privilege or in enforcing any condition under this Agreement; or any act, omission or course of dealing between the parties.

        28.  SURVIVAL. Subject to the limitations and other provisions of this Agreement, the representations and warranties of Buyer contained herein shall survive the expiration or earlier termination of this Agreement for a period of twelve (12) months after such expiration o termination and (b) this Section 29 and Sections 10, 12, 13, 14, 15, 16, 17, 21, 22, 23, 24, 26, and 32 of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Agreement. All other provisions of this Agreement shall not survive the expiration or earlier termination of this Agreement.

        29.  RELATIONSHIP OF PARTIES. Nothing in this Agreement creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the parties. Neither party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement or undertaking with any third party.

        30.  HEADINGS. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

        31.  ORDER OF PRECEDENCE. In the event of conflict between the Quote, a written agreement by MRP, and these Terms, the order of priority shall be: (1) the written

agreement by MRP, if only if executed by an MRP Officer, (2) the Quote and (3) these Terms, and only to the extent of the direct conflict. Notwithstanding the foregoing, MRP shall not be bound by, and specifically objects to, any terms, conditions or other provisions, both written and oral, which are different from, in addition to or inconsistent with the provisions of this Agreement which are set forth in any purchase order, receipt, acceptance, confirmation, correspondence or otherwise of, or by, Buyer. Fulfillment of Buyer’s order shall not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend the terms and conditions contained herein.

        32.  SEVERABILITY. If any part of this Agreement is held to be void, illegal or unenforceable, then it shall be deemed to be severed from this Agreement and the remaining provisions shall continue in full force and effect; provided, however, that if any fundamental term or provision of this Agreement is held to be void, illegal or unenforceable, the remainder of this Agreement shall be unenforceable. Upon a determination that any term or provision is void, illegal or unenforceable, the parties shall negotiate in good faith to modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.