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Medical Device Resale: Complete Guide to Buying, Selling, and Scaling Safely

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Medical device resale has evolved into a strategic lever for hospitals, clinics, surgery centers, and aesthetic practices that want to access advanced technology without overspending. As healthcare budgets tighten and innovation cycles accelerate, the secondary market for used and refurbished medical equipment now shapes how providers plan capital investments, manage risk, and stay competitive.

What Is Medical Device Resale and Why It Matters

Medical device resale refers to the buying, selling, trading, and refurbishing of used medical equipment across hospitals, clinics, diagnostic centers, and private practices. In practical terms, it covers everything from a single ultrasound unit sold by a small clinic to large lots of imaging systems moving through global remarketing channels.

This secondary market fills a critical gap between the high cost of new equipment and the operational reality of providers who must deliver high-quality care at sustainable margins. Reselling medical devices extends asset life, improves equipment utilization, and supports environmental sustainability by reducing electronic waste and avoiding premature disposal of still-capable systems.

Global Market Trends in Medical Device Resale

The market for refurbished and pre-owned medical devices is expanding quickly as health systems look for cost-effective alternatives to new capital equipment. Industry research has projected the worldwide refurbished medical equipment market at roughly the mid–teens billions of dollars in the mid‑2020s, with expectations to exceed twenty billion dollars over the coming years on the back of strong compound annual growth rates. Much of this growth is driven by demand from cost-constrained providers and emerging markets that seek access to high-end technologies at lower price points.

Hospitals remain the largest buyers in the refurbished segment, but ambulatory surgery centers, specialty clinics, and diagnostic imaging chains also contribute heavily to demand. In markets such as the United States, remanufactured and refurbished devices represent a substantial portion of the installed base, supported by a mature ecosystem of independent remanufacturers, certified service organizations, and OEM-led refurbishment programs.

Key Drivers of the Medical Device Resale Market

Several structural trends are powering the rise of medical device resale and the refurbished equipment industry:

Cost containment and value-based care
Providers are under pressure to lower capital expenditures while maintaining clinical quality. Resale pricing for pre-owned devices can be 30–70 percent below new list prices, allowing facilities to upgrade technology while preserving cash flow and meeting value-based reimbursement targets.

Rapid technology cycles and frequent upgrades
New diagnostic and therapeutic technologies emerge quickly, shortening the perceived life of first-owner devices. As hospitals and large systems upgrade, their earlier-generation units enter the secondary market, where they can still provide strong clinical performance for smaller or resource-constrained providers.

Sustainability and circular economy goals
Refurbishing and reselling medical devices significantly reduces electronic waste and embodied carbon. Many health systems now include circular economy principles in their procurement policies, prioritizing high-quality refurbished options to meet environmental, social, and governance objectives.

Expanding access in emerging markets
In many countries with limited healthcare budgets, pre-owned and refurbished devices are often the only practical avenue to introduce advanced imaging, monitoring, and therapeutic technologies. This dynamic supports a robust export market for used medical equipment from mature healthcare systems to emerging regions.

Core Categories in Medical Device Resale

Not all product categories behave the same in the resale market. Some device types have highly liquid demand and predictable resale value, while others are more sensitive to regulatory, safety, or obsolescence risks.

Imaging systems
Diagnostic imaging equipment such as CT scanners, MRI systems, ultrasound machines, C‑arm fluoroscopy units, mammography systems, and X‑ray rooms are among the most active in the resale and refurbishment market. These systems typically have long mechanical life, and software or detector upgrades can keep them clinically relevant for many years.

Patient monitoring and anesthesia
Multiparameter monitors, anesthesia workstations, ventilators, and ICU equipment are widely traded, especially when major hospitals standardize on newer models. Refurbished monitoring systems are attractive to smaller hospitals, step-down units, and outpatient clinics needing reliable core monitoring functions.

Aesthetic and laser devices
Energy-based aesthetic platforms, including cosmetic lasers, IPL systems, RF body-contouring units, and skin resurfacing devices, see especially high turnover as practices chase newer modalities and marketing claims. This creates a robust resale channel for second owners who value performance over cutting-edge branding.

Surgical and orthopedic equipment
Endoscopy towers, surgical lights, power tools, OR tables, and some robotic accessory components circulate regularly in the secondary market. Their resale value depends heavily on service history, sterilization documentation, and compatibility with current surgical workflows.

Laboratory and diagnostic analyzers
Hematology analyzers, chemistry analyzers, immunoassay systems, and point-of-care devices can be resold when labs upgrade or consolidate. However, reagent contracts, software licensing, and interface compatibility with lab information systems need to be evaluated carefully.

Top Product Types and Use Cases in Medical Device Resale

Product Category Key Advantages Typical Ratings Perspective Common Use Cases
Ultrasound systems Lower acquisition cost, portable, versatile across specialties High satisfaction when probes and software are recent OB/GYN imaging, vascular studies, point-of-care diagnostics
Cosmetic lasers and IPL Fast ROI, strong patient demand, recurring procedure revenue Dependent on uptime, training, and marketing effectiveness Hair removal, skin rejuvenation, vascular lesion treatment
Multiparameter monitors Essential in almost every care setting, scalable networks Valued for reliability and integration with EMR ICUs, step-down units, outpatient surgery centers
Anesthesia machines and ventilators Core life-support equipment, long hardware lifecycle Rated on safety, serviceability, and compliance Operating rooms, critical care, emergency preparedness
CT and MRI systems High-impact diagnostic capability at lower capital cost Evaluated on image quality, dose management, uptime Community hospitals, imaging centers, teleradiology networks

From a buyer’s perspective, ratings often depend more on uptime, service responsiveness, and clinical performance than on whether the device was originally purchased new or refurbished. A well-refurbished CT scanner with strong service support can outperform a poorly supported new unit in real-world productivity.

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How Medical Device Resale Differs by Segment

Different clinical segments approach medical device resale with distinct priorities and constraints. Understanding these nuances helps both buyers and sellers structure better deals and manage risk.

Hospitals and health systems
Large organizations often leverage resale to standardize fleets, remove legacy platforms, and monetize surplus equipment after mergers, closures, or technology refreshes. They may prefer dealing with established remarketers and refurbishment partners who can handle deinstallation, logistics, data wiping, and asset documentation at scale.

Independent clinics and physician groups
These buyers are usually highly price sensitive and look for used or refurbished devices that enable new service lines such as imaging, pain management, or aesthetic treatments. They focus on financing options, warranty coverage, and access to independent technicians for ongoing service.

Aesthetic and med spa sector
Medical aesthetic practices often prioritize marketing appeal and patient experience, but many cannot justify the full cost of brand-new premium devices. The resale market allows them to access well-known laser and body-contouring brands at a fraction of the original price and to rotate technology as trends change.

Diagnostic imaging centers
Imaging networks use resale to balance capacity across sites, manage redundancy for downtime backup, and enter new markets with lower upfront capital. They also frequently sell outgoing systems to fund upgrades to higher-slice CTs, higher-field MRIs, or advanced post-processing platforms.

Regulatory and Compliance Framework for Medical Device Resale

Any organization planning to buy or resell medical devices must understand the regulatory frameworks that govern safety, labeling, and accountability. In the United States, the Food and Drug Administration regulates medical devices under the Federal Food, Drug, and Cosmetic Act, and these requirements apply not only to new devices but also to many refurbished or reprocessed systems.

Key compliance elements include:

Device classification and clearance
High-risk Class II and Class III devices often carry stricter controls and may require specific documentation or recertification as part of resale. Devices originally cleared through 510(k) or other FDA pathways must maintain their intended use and remain within the scope of their original clearance.

Labeling and instructions for use
For certain device categories, regulators require that original labeling, user manuals, and safety instructions accompany the device when it is sold to a new owner. Missing labels or incomplete instructions can expose both sellers and buyers to regulatory and liability risk.

Recall and alert status
Before selling or buying used equipment, stakeholders must verify that the device is not subject to active recalls or field safety notices. Selling recalled equipment without proper remediation can have serious legal consequences and may compromise patient safety.

Data privacy and cybersecurity
Devices that store, process, or transmit patient data must be handled in accordance with privacy regulations. In the United States, this includes compliance with HIPAA, and in other regions with frameworks like GDPR. Thorough, verifiable, and irreversible data erasure is essential before transferring ownership.

Decontamination and infection control
Sellers must provide proof of proper cleaning, disinfection, or sterilization, especially for devices that contact mucous membranes, sterile fields, or internal tissues. Buyers should request detailed decontamination certificates to protect staff and patients.

Legal Risk Management for Sellers and Buyers

Legal risk in medical device resale revolves around safety, traceability, and contractual clarity. Providers and brokers should implement structured processes that mitigate these risks on both sides of the transaction.

For sellers, documenting the equipment’s service history, calibration schedule, software version, and decontamination procedures is essential. Clear as-is clauses alone are rarely sufficient; buyers increasingly expect detailed condition reports, functional testing, and transparent disclosure of repairs or modifications.

For buyers, due diligence should extend beyond the purchase invoice. Procurement teams should validate regulatory status, verify serial numbers against recall databases, confirm access to parts and technical support, and review warranty terms and return policies. Engaging legal counsel or compliance officers can be prudent when dealing with high-risk devices or cross-border transactions.

Core Technology Considerations in Medical Device Resale

Understanding the underlying technology of a device is critical to evaluating its suitability on the secondary market. Not all platforms age equally, and some technologies remain clinically relevant far longer than others.

Hardware longevity versus software obsolescence
Many imaging and diagnostic systems have robust mechanical components that can last more than a decade. However, their utility depends heavily on software capabilities, operating systems, and compatibility with current cybersecurity standards and hospital networks.

Connectivity and interoperability
Devices that integrate smoothly with electronic medical records, PACS, RIS, LIS, and other information systems maintain value better on resale. Buyers should assess supported communication standards, interface options, and vendor roadmaps for ongoing updates or security patches.

Energy-based and aesthetic technologies
For lasers, RF devices, and other energy-based platforms, key technical elements include energy output stability, handpiece integrity, shot counts, cooling systems, and safety interlocks. Resellers must test energy delivery and verify that performance parameters remain within manufacturer tolerances.

Consumables and accessories
Some platforms depend on proprietary disposables, single-use tips, or subscription-based software. Buyers should calculate total cost of ownership by factoring in consumables pricing, availability of alternative suppliers, and long-term vendor support.

Real-World User Cases and ROI from Medical Device Resale

When executed strategically, medical device resale can deliver compelling financial and clinical returns. Quantifying these outcomes helps justify decisions to boards, investors, and clinical leadership.

A community hospital upgrading imaging
A mid-size hospital seeking to expand its CT capacity may choose a late-model refurbished 64-slice scanner instead of a brand-new flagship system. By paying substantially less upfront while still achieving diagnostic-quality imaging, the hospital can reallocate capital to other priorities such as surgical upgrades or oncology service lines, while maintaining throughput and revenue from imaging studies.

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An aesthetic clinic adding new services
A growing medical spa might acquire a pre-owned multi-platform aesthetic workstation offering hair removal, photorejuvenation, and vascular treatments. With patient packages and membership plans, the clinic can recoup its equipment investment in a relatively short time window while advertising results comparable to those provided by new devices.

A surgery center standardizing equipment
An ambulatory surgery center could resell its mix of older anesthesia machines and monitors and replace them with refurbished units of a single model family. This improves staff familiarity, reduces training time, simplifies maintenance contracts, and improves uptime, which directly impacts case volume and operating margin.

From a B2B perspective, companies like ALLWILL are redefining how medical device resale and refurbishment is managed at scale. ALLWILL focuses on solving the real-world sourcing, maintenance, and upgrade challenges that practitioners face, using its Smart Center for inspection and refurbishment, its MET vendor management system for connecting to vetted technicians and trainers, and its Lasermatch inventory platform to streamline device sourcing. With brand-agnostic consultations and trade-up programs, ALLWILL helps practices modernize their fleets without locking into inflexible service contracts or unpredictable recertification costs.

Price Factors and Valuation in Medical Device Resale

Accurate pricing is one of the most important levers in successful medical device resale. Both underpricing and overpricing can harm financial outcomes or slow down transactions.

The main price determinants include:

Age and usage
The production year, total usage hours, and procedure counts critically influence residual value. Some imaging modalities or aesthetic platforms maintain strong resale prices if their feature set remains competitive with more recent releases.

Brand perception and model reputation
Well-known manufacturers and widely adopted models tend to command higher resale prices because buyers associate them with reliability, support availability, and ease of finding spare parts and service.

Service history and documentation
A fully documented service record, with routine preventive maintenance and prompt repairs, signals lower risk and supports stronger pricing. Missing documentation, irregular servicing, or unresolved error histories will reduce perceived value.

Configuration and options
Higher detector counts, premium software packages, advanced imaging sequences, multi-application handpieces, and extra accessories can make a system more attractive in the secondary market. However, some buyers may prefer simpler configurations that are easier to maintain.

Regulatory status and geography
Export restrictions, import regulations, and local device registration requirements all shape resale value. In some countries, older devices cannot be registered for new installations, while in others they face no such restriction, creating arbitrage opportunities for international brokers.

Buyer’s Guide: How to Evaluate Used and Refurbished Medical Devices

Healthcare organizations that want to build a high-performing asset base through medical device resale should adopt a structured evaluation framework. Several practical steps can dramatically improve purchase outcomes and mitigate risk.

First, define clinical and operational requirements before contacting sellers. Clarify the modalities, throughput needs, patient volumes, workflow integration expectations, and required features. This avoids being swayed by low prices on devices that do not actually fit the care model.

Second, insist on standardized inspection reports and test protocols. These should cover visual inspection, functional testing, safety checks, calibration status, and any identified defects. Ideally, testing should be performed by qualified biomedical engineers or technicians following recognized standards.

Third, evaluate the refurbishment process itself. High-quality refurbishment goes beyond cosmetic cleaning; it includes replacing worn components, updating software as permitted, performing full safety checks, and validating performance against manufacturer specifications. Buyers should understand whether a device has been simply cleaned and resold or processed through a rigorous refurbishment workflow.

Fourth, scrutinize warranty and service options. Strong resale partners provide warranty coverage, access to loaner equipment during downtime, clear service-level agreements, and transparent parts availability. In the absence of OEM support, the quality of third-party service providers becomes a decisive factor.

Finally, integrate total cost of ownership modeling into the decision. This includes purchase price, installation, training, service contracts, consumables, software updates, regulatory compliance, and eventual resale or disposal value. A device that is slightly more expensive upfront may offer better lifetime economics if it has lower failure rates and stronger support.

Competitor Landscape and Comparison Matrix in Medical Device Resale

The medical device resale ecosystem features several types of players: OEM refurbishment divisions, independent refurbishers, asset management firms, brokers, and online marketplaces. Each category brings different strengths and limitations.

Provider Type Typical Strengths Potential Limitations
OEM refurbishment programs Access to original parts, strong branding, deep technical knowledge Often higher prices, limited flexibility on mixed fleets or multi-brand portfolios
Independent refurbishers Competitive pricing, multi-brand expertise, flexible configurations Quality processes vary by provider, may lack direct OEM support
Asset management and remarketing firms End-to-end logistics, fleet optimization, deinstallation and buyback programs May not perform refurbishment themselves, relying on partners
Brokers and marketplaces Wide inventory visibility, quick matches between buyers and sellers Highly variable quality control, limited responsibility for after-sale support
Integrated solutions providers Combination of inspection, repair, resale, and lifecycle planning Require careful due diligence to verify claims and processes

Healthcare organizations often benefit from working with more than one type of provider, for example using OEM-refurbished solutions for complex high-risk technologies and leveraging independent refurbishers or integrators for less complex or multi-brand environments.

Aesthetic Medical Device Resale: Special Considerations

The resale of aesthetic and cosmetic medical devices has its own dynamics, driven by patient demand, marketing trends, and rapid innovation cycles. Practices offering aesthetic services in dermatology, plastic surgery, and medical spas often rely heavily on devices such as hair removal lasers, tattoo removal systems, skin resurfacing platforms, body-contouring devices, and RF microneedling units.

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In this segment, uptime and patient experience translate directly into revenue. Buyers must pay close attention to handpiece condition, spot-size options, cooling systems, tip or pulse counts, and the availability of replacement parts. Training and protocol guidance are also critical, as poor technique can lead to suboptimal results, complications, or reputational damage.

Because many aesthetic platforms are marketed aggressively, providers can feel pressure to upgrade frequently. The medical device resale market offers a way to keep technology offerings current without overextending financially. However, clinics should focus less on hype and more on proven technologies, patient-reported outcomes, and reliable support partnerships.

Data, Documentation, and Quality Assurance in Resale Transactions

Quality assurance in medical device resale hinges on robust documentation. Both buyers and sellers should treat documentation as a core part of the asset itself, not an afterthought to be reconstructed later.

Important documentation elements include:

Service and maintenance records
These records provide a timeline of preventive maintenance, repairs, component replacements, and any noted performance issues. Consistent service documentation supports regulatory compliance and builds buyer confidence.

Calibration and performance test reports
Before transfer, devices should undergo calibration and performance verification according to manufacturer recommendations or applicable standards. The resulting reports should be shared with the buyer as evidence of fitness for use.

Decontamination and sterilization certificates
These certificates verify that the device has been properly cleaned, disinfected, or sterilized according to material compatibility and infection control guidelines. They are especially important for devices used in surgery, endoscopy, or other invasive procedures.

Configuration, options, and software versions
A clear record of installed software, options, licenses, and configuration helps buyers understand what they are getting and facilitates future troubleshooting or upgrades. For networked devices, this includes security patch levels and supported protocols.

Operational Strategies for Sellers Optimizing Medical Device Resale

Healthcare organizations with significant equipment fleets can derive substantial value from a structured resale strategy. Rather than treating surplus equipment as a one-off problem, they can integrate resale planning into their broader capital and operational budget processes.

One proven approach is to build an internal equipment lifecycle policy defining when and under what conditions devices should be evaluated for sale, redeployment, trade-in, or retirement. Triggers might include major technology transitions, service contract milestones, rising failure rates, or changes in clinical service lines.

Engaging with specialized asset management partners can further streamline the process. These partners can inventory existing equipment, estimate market value, advise on optimal timing for sale, and coordinate deinstallation and logistics. They may also offer guaranteed buyback programs tied to new purchases, providing budget predictability.

Additionally, aligning biomedical engineering, finance, and clinical leadership around a shared view of asset performance helps identify which devices can safely and profitably move into the resale channel. This cross-functional collaboration reduces the risk of discarding valuable assets or retaining equipment that is no longer clinically appropriate.

Three-Level Conversion Funnel: From Research to Long-Term Partnership

First level: Awareness and education
Organizations often begin by researching medical device resale to solve immediate problems such as outdated technology, limited capital, or rapid growth in patient volumes. At this stage, they benefit from educational resources that explain the secondary market, regulatory obligations, and typical ROI scenarios in straightforward language.

Second level: Evaluation and trial transactions
The next step involves running pilot projects such as purchasing one refurbished device for a specific department or selling a small lot of surplus equipment. These transactions serve as proof-of-concept and help internal stakeholders build confidence in resale as a legitimate strategic tool rather than a risky last resort.

Third level: Integrated lifecycle strategy
Once organizations have positive experiences with resale, they can embed it into their ongoing capital planning. This might include standardized workflows for evaluating equipment at end of lease, structured buyback and trade-up options, and recurring reviews of installed fleets to identify upgrade and resale candidates. Over time, trusted partners become an extension of the organization’s internal team, helping manage the full lifecycle from acquisition to disposal.

Future Outlook and Trends in Medical Device Resale

The future of medical device resale is defined by increasing digitalization, advanced data analytics, sustainability imperatives, and closer integration with original manufacturers and service providers. Several trends stand out as especially important.

Digitally tracked device histories
As more devices connect to cloud platforms and remote monitoring systems, their performance data, error logs, and usage statistics can be aggregated to create detailed digital twins and service histories. This will make it easier to evaluate devices objectively and price them accurately in the resale market.

AI-driven asset optimization
Artificial intelligence and predictive analytics will play a growing role in determining the optimal time to upgrade, refurbish, or resell equipment. By analyzing failure trends, utilization rates, and clinical outcomes, health systems can align their asset strategies with clinical and financial goals.

Formalization of circular economy models
Regulators, payers, and health systems are increasingly supportive of circular approaches that extend asset life and reduce waste. Expect clearer guidelines and more structured programs around remanufacturing, refurbishment, and reuse, including standardized definitions and quality benchmarks.

Greater transparency and standardization
As the secondary market matures, buyers will demand greater transparency about refurbishment processes, quality controls, and performance metrics. This will likely lead to industry standards, certifications, and possibly third-party auditing frameworks for refurbishers and remarketers.

In this evolving environment, medical device resale will continue to move from the margins of procurement to the center of strategic planning. Healthcare organizations that learn to navigate resale intelligently, align it with regulatory and clinical requirements, and partner with trustworthy providers will gain a durable advantage in cost control, technology access, and sustainability, while still delivering safe, high-quality patient care.

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TERMS AND CONDITIONS 

These Terms and Conditions (these “Terms”), together with the attached or accompanying quote page (the “Quote,” collectively, this “Agreement”), exclusively govern the sale by Healthcare Markets, Inc., a Delaware corporation doing business as “Powered by MRP” (“MRP”), and the purchase and use by the buyer set forth on the Quote (“Buyer”), of the equipment (the“Equipment”) and/or services (the “Services”).

        1.  EQUIPMENT AVAILABILITY. Equipment offered for sale by MRP is subject to availability. MRP shall not be liable to Buyer in case of stock outage or unavailability of the Equipment. MRP reserves the right to change the equipment offered for sale at any time and without notice to Buyer. Availability of equipment may be determined when an order is placed, and, if unavailable, MRP will inform Buyer of such unavailability, offer other available equipment as substitution or cancel the order. Such cancelled order will be refunded by MRP to Buyer, except for an order for a Special Order Product, which cannot be cancelled once the order is placed.

        2.  PRICES. Written price quotations on the Quote shall last for ten (10) days from the date issued and then automatically expire, and quoted prices do not include taxes, freight, handling, duty, insurance or other similar charges, which Buyer must pay unless waived in writing by MRP or a valid tax exemption certificate is provided to MRP. Notwithstanding the foregoing, all published prices may be changed by MRP at any time without notice to Buyer.

        3.  TERMS OF PAYMENT. Unless otherwise agreed to on the Quote or in writing by MRP, prepayment in full is required, by bank transfer, cash, credit card or certified check, and where partial pre-payment is permitted, such payment shall be nonrefundable with the balance due net thirty (30) days from the date of invoice. MRP reserves the right to modify or revoke any credit previously extended. Past due balances shall be subject to a service charge of one and one-half percent (1.5%) per month, not to exceed the maximum amount permitted by applicable law. Buyer agrees to pay all fees, charges or other sums payable hereunder, including collection fees incurred, with no right of set-off or reduction of any nature unless approved in writing by an MRP corporate officer (an “MRP Officer”). Buyer hereby grants, and MRP reserves, a purchase money security interest in the Equipment purchased, and in any proceeds thereof, to secure Buyer’s payment obligations hereunder. Buyer shall cooperate fully with MRP to execute such documents and accomplish such filings and/or recordings as MRP may deem necessary for the protection of its interests in the Equipment furnished to Buyer, and in the event Buyer does not aid within a reasonable time after MRP asks Buyer to do so, Buyer hereby authorizes and appoints MRP as Buyer’s attorney-in-fact to execute, deliver and file at any time, any financing statement and/or take any other action permitted by applicable law to perfect, enforce, continue and amend MRP’s security interest in any jurisdiction deemed appropriate by MRP. Buyer agrees that upon nonpayment of any charges due to MRP, MRP may cancel or delay delivery of the Equipment and/or suspend any applicable service coverage, which may resume only when MRP receives payment in full, and the warranty period will continue to run during such time of nonpayment although warranty service will not be available.

        4.  SHIPMENT AND DELIVERY. Delivery dates are estimated, and partial deliveries are allowed. MRP shall not be liable for or in respect of any loss or damage arising from any delay in filling any order, failure to deliver or delay in delivery. No delay in the shipment or delivery of any Equipment relieves Buyer of its obligations under this Agreement, including, without limitation, accepting delivery of any remaining installment(s) of the Equipment, if applicable. Buyer must pay for, and hold MRP harmless from, all shipping, delivery, and insurance expenses unless otherwise agreed in writing by an MRP Officer or otherwise indicated on the Quote. MRP will not assume any liability if MRP selects the shipping methods nor will any carrier be deemed to be MRP’s agent. “Time is of the essence” terms will not apply to orders accepted by MRP. Title and risk of loss of the Equipment shall pass to Buyer, and delivery shall be deemed completed, when the Equipment is delivered to Buyer’s address. Should loss or damage in transit occur, Buyer’s payment obligations will not be affected. Buyer is liable for all costs for MRP’s holding or storing of the Equipment if delivery is delayed by Buyer or at Buyer’s request. If delivery is delayed over thirty (30) days, MRP may, at its option and upon notice to Buyer, cancel that and all future deliveries without further liability or obligation of any kind.

        5.  FORCE MAJEURE. MRP shall not be responsible for delays or failure to render or service any Equipment and/or perform any Service due to any cause beyond MRP’s control, including, but not limited to: (a) acts of God; (b) flood, fire, earthquake, epidemic, pandemic or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or act, riot or other civil unrest; (d) government order, law or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; and (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services or inability or delay in obtaining supplies of adequate or suitable material (each, a “Force Majeure Event”). Any delivery date may be extended, at MRP’s sole discretion, to the extent of any delay resulting from any Force Majeure Event.

        6.  ACCEPTANCE; INSPECTION. Except for Special Order Products, Buyer shall inspect all Equipment upon delivery and within forty-eight (48) hours of delivery to Buyer shall give written notice to MRP of any error or claim that any Equipment does not conform to the terms of this Agreement; any claims not made within such period shall be deemed waived and released, with the Equipment being accepted by Buyer. Except as provided under this Section 6 and Section 7 hereof, all sales of Equipment to Buyer are made on a one-way basis, and Buyer has no right to return Equipment purchased under this Agreement to MRP. Subject to the warranty set forth in Section 8(c)(iv), Services are deemed to be accepted by Buyer upon completion of their performance by MRP.

        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.

        8.  MRP’S WARRANTIES, IF ANY.

(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.

(b) Special Order Product. If this Agreement includes the sale of a product that MRP does not currently have or typically keep in stock, in MRP’s sole determination, but is acquired from a third party specifically for Buyer (a “Special Order Product”), then Buyer agrees that (i) Buyer, at its sole discretion, has made the selection of such Special Order Product, (ii) such Special Order Product is being acquired by MRP solely at the request of Buyer, (iii) no representation, warranty or guarantee has been made by MRP with respect to such Special Order Product, (iv) the obligation of Buyer to pay MRP for the Special Order Product is absolute and unconditional, and (v) Buyer waives and releases MRP from all claims, damages and losses arising out of such Special Order Product. Special Order Products carry no right to inspection before or after delivery, and MRP is not responsible for examining or evaluating such Special Order Products. MRP makes no warranty about Special Order Products and offerings of the third party (including description of the Special Order Product). MRP does not assume any responsibility or liability for the actions, product and content of all these and any other third parties. If there are any problems with any Special Order Product, Buyer must contact the manufacturer of such Special Order Product for assistance.

(c) Limited Warranties, If Any.

(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.