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How to Choose Device Inspection and Repair Services for Clinics

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Choosing device inspection and repair services for clinics is now a strategic decision that directly affects patient safety, regulatory compliance, operational costs, and brand reputation. With modern clinics relying on complex biomedical equipment, imaging systems, and aesthetic devices, the quality of your service partner determines uptime, revenue protection, and risk exposure.

Why Device Inspection and Repair Services Matter for Clinics

Medical device inspection and repair is no longer just about fixing broken equipment; it is about proactive clinical asset management, safety, and uptime assurance. Clinics that partner with the right biomedical equipment service provider reduce unplanned downtime, avoid canceled appointments, and protect patient trust. Reliable inspection programs help identify emerging issues early, extend device lifespan, and align with standards from regulators and accreditation bodies.

For outpatient clinics, surgery centers, and medical aesthetics practices, a structured equipment maintenance strategy is often the difference between smooth operations and constant crisis mode. A strong partner provides documentation, testing, and calibration that stand up during audits and inspections, ensuring that every device used in diagnosis or treatment performs within specification.

Market Trends in Medical Equipment Inspection and Repair

The global medical equipment repair and maintenance market continues to grow as healthcare providers operate larger installed bases of advanced devices and seek to control capital spending. Preventive maintenance has captured the largest share of the maintenance market because healthcare organizations increasingly recognize that planned service reduces failures and extends asset life. Demand for services covering electromedical equipment, imaging systems, surgical devices, and patient monitoring equipment remains especially strong.

Hospitals and ambulatory surgery centers represent the biggest end users, but clinics and medical spas are catching up as they adopt more sophisticated technology. Independent service organizations and third-party providers have grown in importance by offering flexible contracts, vendor-neutral expertise, and lower costs than many traditional manufacturer service plans. At the same time, original equipment manufacturers continue to promote bundled service contracts and remote monitoring solutions to protect their installed base.

Emerging Technologies in Device Inspection and Repair

Modern device inspection and repair services for clinics increasingly rely on predictive maintenance, remote diagnostics, and Internet-of-Things connectivity. Providers are deploying sensors and data analytics to monitor device performance in real time, detect anomalies, and schedule maintenance before failures occur. Artificial intelligence tools can analyze historical service records, alarm data, and usage patterns to recommend optimal maintenance intervals and parts replacement strategies.

Cloud-based maintenance platforms now give clinics a unified view of their device inventory, service history, upcoming inspections, and compliance-related documentation. Advanced providers also use digital twin approaches and detailed performance models for complex imaging and surgical equipment to simulate wear and optimize lifecycle decisions. These tools help clinics decide whether to repair, refurbish, or replace a device based on actual performance and projected costs rather than guesses.

Core Safety and Compliance Requirements for Clinic Devices

Safety inspections and regulatory compliance are foundational when choosing device inspection and repair services for clinics. Most clinics must demonstrate that critical devices undergo regular inspections, electrical safety testing, and performance verification according to manufacturer guidelines and recognized standards. Well-designed service programs ensure that maintenance plans align with regulations, accreditation bodies, and local authorities.

A qualified service partner will provide documentation that stands up during health department inspections, liability claims, or external audits. This includes detailed records of preventive maintenance, calibration results, repairs, parts replacement, and post-repair testing. For clinics using networked devices and connected equipment, cybersecurity practices and secure handling of device software also become part of the compliance conversation.

Key Criteria for Selecting a Device Inspection Partner

When clinics evaluate device inspection and repair providers, they should start with clinical expertise and scope of service. It is essential to confirm which modalities and device categories the provider covers, such as diagnostic equipment, aesthetic lasers, electrosurgical units, patient monitoring, infusion pumps, sterilization systems, and rehabilitation equipment. Clinics should ask about training, certifications, and experience with specific brands and models used in their practice.

Another critical factor is response time and service coverage. Clinics need to know how quickly the provider responds to urgent issues, whether they offer on-site support, depot repair, or both, and how they prioritize high-risk equipment. Clear service level agreements for response times, uptime targets, and escalation procedures help align expectations. In addition, providers should be able to share sample service reports so clinics can assess documentation quality and level of detail.

Understanding Service Contracts, SLAs, and Total Cost

Service contracts and the financial model are central to choosing device inspection and repair services for clinics. Clinics should compare full-service contracts, time-and-materials options, hybrid models, and block-hour arrangements to see what best matches their utilization and risk tolerance. Independent service organizations often negotiate lower service costs compared to manufacturer contracts while maintaining similar uptime levels, especially for clinics that manage diverse brands.

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Service level agreements must clearly define uptime targets, response times, coverage hours, included parts, exclusions, and performance penalties if obligations are not met. Transparent pricing, predictable monthly costs, and clear terms for preventive maintenance, emergency calls, and loaner units make budgeting easier. Clinics also need visibility into total cost of ownership, including the cumulative impact of repairs, parts, consumables, and potential revenue lost during downtime.

OEM vs Third-Party vs In-House Service Models

Clinics typically choose between three overarching service strategies: relying on original equipment manufacturer service plans, partnering with independent service organizations, or building an in-house biomedical team. Manufacturer service plans may provide direct access to proprietary parts, latest software, and specialized expertise, but often come with higher pricing and limited flexibility. Independent service organizations bring cross-vendor capabilities, competitive pricing, and unified management of devices from multiple brands.

In-house teams can be attractive for larger health systems but are often impractical for smaller clinics due to the cost of hiring, training, and retaining technicians. Many clinics adopt a blended approach, using OEM plans for a few critical or proprietary devices while working with independent providers for the rest of their equipment. The right mix depends on device complexity, risk classification, and the clinic’s growth strategy.

Risk Management, Uptime, and Patient Safety

Selecting device inspection and repair services for clinics is essentially a risk management exercise. Equipment failures during procedures can lead to canceled appointments, patient dissatisfaction, reputational damage, and even clinical harm. A provider with strong risk management practices conducts equipment risk rankings, prioritizes high-criticality devices, and ensures that life-supporting or safety-critical equipment receives more frequent inspections and faster response.

Service partners should be able to demonstrate how their work improves uptime, reduces repeat failures, and supports patient safety. Uptime reporting, root-cause analysis for recurring issues, and trend analysis on failure types give clinics confidence that the provider is not just reacting to breakdowns but actively improving device reliability. Well-designed programs also incorporate staff training on basic checks, correct device usage, and early issue reporting.

Documentation, Traceability, and Audit Readiness

High-quality documentation is non-negotiable when evaluating device inspection and repair services for clinics. Service reports should clearly state what was done, which parts were replaced, test results, and whether the device passed verification before being returned to service. Clinics should insist that providers deliver documentation quickly after each visit so records are available for internal reviews and external regulators.

Providers with mature systems often offer online portals where clinics can access service history, compliance dashboards, and upcoming inspection schedules. These tools simplify audit preparation and support safety committee reporting. Clinics should review sample inspection checklists, preventive maintenance protocols, and regulatory reports to ensure that the provider’s documentation supports their compliance strategy.

Comparing Top Types of Clinic Device Service Providers

Below is a high-level view of common types of partners offering device inspection and repair services for clinics.

| Provider Type | Key Advantages | Typical Ratings Context | Typical Use Cases |
| OEM Service Providers | Deep product knowledge, access to proprietary parts, integrated software updates | High satisfaction on complex imaging and brand-specific systems | High-end imaging, specialized surgical devices, critical proprietary platforms |
| Independent Service Organizations | Multi-brand expertise, competitive pricing, flexible contracts | Strong ratings for cost control and responsiveness in mid-size clinics and ASCs | Mixed-vendor environments, multi-location clinics, cost-sensitive practices |
| Regional Biomedical Service Firms | Local presence, fast on-site response, personalized support | Strong feedback on responsiveness and technician rapport | Community clinics, medical spas, regional healthcare networks |
| In-House Biomed Teams | Full control over priorities, intimate knowledge of local device fleet | Variable outcomes depending on staffing and investment | Large health systems, academic centers, integrated networks |

Competitor Comparison Matrix for Clinic Service Needs

When choosing among specific providers, clinics can evaluate options using a structured comparison like the matrix below.

| Evaluation Dimension | OEM Service | Third-Party ISO | Local Biomed Vendor | In-House Team |
| Coverage Across Brands | Limited to own brand or a few lines | Broad across many manufacturers | Moderate, depends on training | Broad for installed base |
| Cost Level | Typically highest | Generally lower than OEM | Moderate | High fixed cost, lower marginal |
| Response Time | Strong for high-value sites | Strong with regional networks | Very strong locally | Depends on staffing |
| Access to Parts | Excellent for own devices | Mix of OEM and compatible parts | Varies by vendor relationships | Depends on procurement |
| Data and Portals | Increasingly robust | Often provide asset dashboards | Basic to moderate | Depends on internal systems |
| Best Fit | High-end tech-heavy settings | Multi-brand clinics seeking savings | Regional clinics and practices | Large integrated organizations |

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Real-World Clinic Scenarios and ROI from Better Service

Many clinics discover that improving device inspection and repair services leads directly to better financial performance. For example, a busy dermatology and aesthetics clinic that upgrades from ad-hoc service calls to a structured preventive maintenance and inspection program can reduce unplanned downtime of lasers and energy-based devices. Fewer breakdowns mean fewer canceled high-value procedures and higher annual revenue.

Another scenario involves a multi-specialty clinic that consolidates multiple vendor contracts into a single managed-service agreement covering patient monitors, infusion pumps, sterilizers, and ultrasound systems. By standardizing inspection intervals, calibration processes, and documentation formats, the clinic gains a clear view of asset utilization and cost per device. Over time, they use data from service reports and downtime logs to retire underperforming assets, refurbish high-value devices, and negotiate better terms, improving return on investment.

Evaluating Inspection Scope, Calibration, and Testing

The technical scope of device inspection services is just as important as contract terms. Clinics should confirm that preventive maintenance includes not only basic visual checks but also functional testing, safety testing, calibration, firmware updates, and performance verification against manufacturer specifications. For devices used in diagnosis, such as imaging, monitoring, and laboratory equipment, calibration is critical to avoid inaccurate results and misdiagnosis.

For therapeutic and aesthetic devices, power output, energy delivery, and safety interlocks must be validated to protect both patients and operators. Service providers should use calibrated test equipment, follow standardized procedures, and document test results. Clinics should also confirm whether provider technicians can perform required post-repair validation and acceptance testing before returning devices to clinical use.

Spare Parts Management, Refurbishment, and Lifecycle Strategy

Effective device inspection and repair services include thoughtful spare parts management and lifecycle planning. Providers that maintain access to high-quality parts, whether original or certified compatible, can shorten repair times and reduce the risk of premature failures. Clinics should ask whether parts come with warranties, how quickly they can be sourced, and whether critical components are stocked regionally or locally.

Refurbishment capabilities are particularly relevant for clinics that want to extend the life of expensive equipment without committing to new capital purchases. Providers with depot refurbishment facilities can overhaul devices, replace high-wear components, and perform complete functional testing. This enables clinics to combine repairs, upgrades, and cosmetic restoration into one intervention, improving device resale value and performance.

Integration with Asset Management and Inventory Systems

Modern clinics benefit when device inspection and repair services connect seamlessly with asset management and inventory platforms. Centralized asset systems track each device’s location, age, service history, and risk classification. When service providers integrate their work orders and maintenance schedules into these systems, clinics gain real-time visibility into their equipment ecosystem.

Integration supports better decisions about asset redistribution between locations, retirement of obsolete devices, and planning of future purchases. It also streamlines internal workflows by triggering reminders for upcoming inspections, calibrations, and required documentation reviews. Clinics should assess whether potential partners offer APIs, data exports, or direct integration with common healthcare asset management tools.

How ALLWILL Fits into the Device Service Ecosystem

ALLWILL is redefining B2B medical aesthetics by focusing on innovation, trust, and efficiency, with a Smart Center dedicated to device inspection, repair, and refurbishment. By combining a vendor management system that connects clinics to vetted technicians with an inventory platform that simplifies sourcing, ALLWILL positions itself as a comprehensive partner for practitioners seeking both equipment and reliable service support.

Questions to Ask Before Signing a Service Agreement

Before committing to a device inspection and repair contract, clinics should ask providers for sample service reports, templates, and documentation. Reviewing real examples helps determine whether the provider’s records are detailed enough to support regulatory inspections and internal audits. Clinics should also ask about reporting capabilities for uptime, mean time between failures, and service response performance.

Another important question is how the provider handles regulatory and standards compliance. Clinics should verify that the provider’s processes and technician training align with applicable requirements and that their documentation can be used during accreditation surveys. Asking for references and case studies from similar clinics helps validate performance claims. Finally, clinics should clarify how the provider handles end-of-life devices, data sanitization, and environmentally responsible disposal.

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Future Trends in Clinic Device Inspection and Repair

Over the next decade, device inspection and repair services for clinics will become more predictive, data-driven, and integrated. AI-powered analytics will play a larger role in predicting failures and optimizing maintenance schedules based on real usage patterns. Remote diagnostics will expand, allowing technicians to resolve some issues without visiting the clinic and shortening time to resolution for others.

Cybersecurity will increasingly intersect with physical maintenance as more devices become networked and software-centric. Service providers will need to support secure configurations, patching, and risk assessments as part of their offerings. Clinics that embrace these trends, invest in robust asset data, and choose partners that innovate in predictive maintenance and remote support will gain an operational advantage and deliver more reliable care.

Practical Steps Clinics Can Take Today

Clinics that want to improve their device inspection and repair services can begin by creating a comprehensive inventory of all equipment, including age, criticality, and current maintenance arrangements. With this baseline, they can identify high-risk devices, gaps in inspection coverage, and pain points such as frequent failures or long repair times. This information becomes the foundation for discussions with potential service partners.

Next, clinics can issue structured requests for proposal that specify service expectations, documentation requirements, response times, and compliance needs. Comparing providers against these criteria helps separate marketing claims from real capabilities. Finally, clinics should choose a partner that is willing to review performance regularly, adjust service plans as the clinic grows, and collaborate on long-term lifecycle strategy instead of just delivering reactive repairs.

Frequently Asked Questions About Device Inspection and Repair for Clinics

How to Choose Device Inspection and Repair Services for Clinics?
Prioritize certified technicians with factory-trained expertise and ISO accreditation to ensure medical equipment meets safety standards. Check experience with your specific devices and request detailed compliance documentation for audits. Fast turnaround times minimize clinic downtime.​

What certifications matter for device inspection services?
Look for ISO 13485, FDA compliance, and manufacturer certifications in device inspection and repair services. These verify rigorous electrical safety inspections and calibration to regulatory standards like JCAHO. Vetted providers deliver reliable, audit-ready results.

Why is experience crucial in clinic equipment repair?
Experienced providers excel in diagnosing medical aesthetics devices, reducing errors and downtime. They handle brand-specific models efficiently through years in B2B medical aesthetics. ALLWILL’s Smart Center exemplifies this with proven refurbishment expertise.

How do I evaluate turnaround time for repair services?
Choose services offering same-day or next-day repair with on-hand parts inventory. Quick response prevents patient care disruptions in clinics. Assess via service contracts including emergency support and adjustable scheduling.

What should clinics check in customer reviews for repair providers?
Seek reviews praising reliability, minimal downtime, and quality repairs on platforms like Google. References from similar clinics highlight consistent performance and compliance. Positive feedback signals trustworthy device inspection partners.

How to ensure regulatory compliance in device repairs?
Demand full documentation post-repair for medical equipment regulatory compliance, including calibration certificates. Providers must adhere to CLIA, Medicare, and Joint Commission standards. This safeguards your clinic during inspections.

What scope of services is best for clinic device maintenance?
Opt for full-service options covering inspection, repair, calibration, and performance testing. Comprehensive plans like ALLWILL’s MET system connect you to vetted technicians for all medical equipment needs, streamlining operations.

How can clinics reduce costs on device inspection and repair?
Select providers with refurbished device programs, trade-ups, and no recertification fees. Transparent pricing and bulk part sourcing cut expenses while maintaining quality. Data-driven platforms optimize budgets without sacrificing performance.

Conversion-Focused Next Steps for Clinics

Clinics that are serious about improving device reliability and reducing downtime should start by mapping their current equipment landscape and identifying the most critical devices for patient care and revenue. With this clarity, they can approach service providers with precise questions about coverage, response times, and inspection protocols, rather than accepting generic offerings. This proactive approach ensures that any new service relationship is grounded in measurable outcomes.

Once a partner is selected, clinics should set clear performance metrics for uptime, documentation quality, and inspection completion rates, then review them regularly to keep the relationship focused on results. Over time, clinics can use insights from service reports and asset data to refine their maintenance strategy, plan upgrades, and build a resilient, future-ready device ecosystem that supports high-quality care and sustainable growth.

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        7.  CANCELLATION CHARGES AND RETURNED EQUIPMENT POLICY. Returns and cancellations are not permitted without written approval by an MRP Officer, which shall be made in such MRP Officer’s sole discretion. If approved, MRP will issue a return merchandise authorization number, which Buyer must include in the returned packaging, and Buyer must pay MRP either a (a) twenty percent (20%) restocking charge on the purchase price of the item if Buyer’s written request for return or cancellation is received by MRP’s headquarters after MRP’s original shipment of the Equipment or (b) a ten percent (10%) cancellation damages charge if Buyer’s request was received before said shipment. The foregoing charges are agreed upon, not as a penalty, but because of the difficulty of computing actual damages, and until the applicable charge is paid and the Equipment has been received back by MRP in new condition, no refund will be given. This document or copies hereof may be filed with the appropriate authorities as a financing statement to pursue such charges. In no case will shipping and freight costs be refunded. Removed, replaced or substituted equipment and parts (collectively, “Returned Equipment”) shall become MRP’s property, with title and ownership transferring to MRP upon the earlier of its return or replacement, with MRP owing no other obligations on the Returned Equipment. Buyer hereby agrees to indemnify, defend and hold harmless MRP Indemnitees from any claims, costs, losses, attorneys’ fees and expenses related to any third-party attempts to claim ownership of the Returned Equipment or dispute any trade-in, removal, substitution or replacement, and the remaining provisions shall continue in full force and effect.

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(a) Equipment Sold “As Is.” UNLESS OTHERWISE STATED ON THE QUOTE OR IN A WRITING SIGNED BY AN MRP OFFICER, BUYER AGREES THAT THE EQUIPMENT SOLD IN THIS AGREEMENT IS BEING SOLD ON AN “AS IS,” “AS AVAILABLE” BASIS, SUBJECT TO SECTIONS 8(c) AND 9, AND HAVE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER IMPLIED OR ARISING BY LAW, STATUTE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, NON-INFRINGEMENT, WORKMANLIKE MANNER, QUALITY, ACCURACY, TITLE, AND/OR IMPLIED FROM A COURSE OF DEALING OR PERFORMANCE USAGE IN TRADE.

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(i) If the Quote expressly states that the Equipment has a warranty for a certain time (a “Warranty Period”), then MRP warrants that the Equipment shall be in good working order under normal use for the Warranty Period, which Warranty Period shall commence from the date of delivery to Buyer (the “Delivery Date”), unless otherwise approved by an MRP Officer in writing, except for the following: (A) New (not used or pre-owned) Equipment that is to be serviced by MRP: if the Quote is silent, warranted to be in good working order under normal use for one hundred eighty (180) days from the Delivery Date; (B) Used Equipment sold refurbished by MRP: if the Quote is silent, warranted to be in good working order under normal use for thirty (30) days from the Delivery Date; (C) Consumable/disposable Equipment: if the Quote is silent, warranted to have been shipped from MRP in functional condition, and no additional warranty shall apply; no service shall be provided either. These items should be inspected for obvious damage, subject to Section 6 and 8(e), and MRP’s obligation under this warranty and this Section 8(c)(i)(C) is limited to replacement of the Equipment; and (D) New (not used or pre-owned) Equipment that is to be serviced by the manufacturer: if the Quote is silent, MRP makes no warranty for any such Equipment. Buyer’s sole warranty for any such Equipment, if any, shall be the original manufacturer’s warranty, which MRP agrees to pass on to Buyer, as applicable. (ii) For the limited warranties of Section 8(c)(i), including exceptions (A) and (B), but not (C) or this (D), Buyer is entitled to telephone, e-mail and video technical assistance and, subject to Sections 8(d) and 8(e), repair or replacement of such Equipment, in MRP’s sole discretion, should the Equipment become inoperative through normal use during the Warranty Period. Loaner equipment is not provided, but if so arranged by MRP, Buyer shall pay MRP the cash list price of any unreturned loaner equipment provided by MRP within seven (7) days of a written demand from MRP. (iii) Repair or replacement under any limited warranty of Equipment may be with parts or products that are new, used or refurbished, carrying the same limited warranty for the remaining term of the original item. Repairs or replacements shall not interrupt, extend or prolong the term of the warranty. (iv) For Services purchased under this Agreement, MRP warrants that the Services shall be performed using competent personnel in a professional manner in accordance with generally recognized industry standards for similar services. Subject to Sections 6 and 8(e) herein, if any Service was not performed in accordance with the aforementioned warranty, then MRP shall, in its sole discretion, either (A) repair or re-perform the applicable Service, or (B) credit or refund the price of such Service at the pro rata contract rate.

(d) Exclusions. MRP reserves the right, without liability, to void all warranties and remedies, including any obligation to service, repair, replace or otherwise remedy defects, errors or failures of the Equipment due to the occurrence of any of these events, and MRP shall be in no way responsible for: (i) handling, maintenance or use in a manner that is inconsistent with and/or contrary to the original manufacturer’s or MRP’s recommended procedures and/or instructions, including, without limitation, use of or with an unauthorized third-party good or part; (ii) any failure or damage resulting from negligence, alteration, modification or relocation of the Equipment by Buyer, its employees, agents or representatives; (iii) attempted or actual unauthorized dismantling, disassembling, service, repair, addition or change of the Equipment, including, without limitation, changing the serial number or shot count; (iv) abnormal wear and tear, including, without limitation, use under abnormal conditions (e.g., unclean, dusty, or exposure to extreme electromagnetic radiation, temperature or humidity); or (v) damage or failure of the Equipment due to a Force Majeure Event or a problem in the premises of the Equipment. In any of the above situations, or for any Equipment that has no warranty, MRP has sole discretion to service the Equipment, at Buyer’s expense, at MRP’s then-in-effect rates for service, labor, travel, shipping and materials.

(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.