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Deep SMAS Lifting Architecture: Cost & ROI Guide to the ULTHERA DS 7–4.5 Purple Transducer

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For clinic owners evaluating the ULTHERA DS 7–4.5 “purple” DeepSEE transducer, expect a capital-plus-consumable investment that typically sits in the mid–five-figure range for the core Ulthera system and low–to–mid–four figures per transducer, with certified pre-owned pricing often 20–40% lower depending on expiry and line count. When paired with appropriate treatment pricing and utilization, most clinics see indicative payback timelines of 9–24 months, assuming disciplined protocol use, verified authenticity, and careful management of consumable line economics.

What the DS 7–4.5 Does & Who It’s For

The ULTHERA DS 7–4.5 transducer is a DeepSEE microfocused ultrasound cartridge engineered to deliver therapeutic energy at a fixed focal depth of 4.5 mm, targeting the SMAS and fibromuscular fascia that underpins facial and cervical soft tissue. Operating at 7 MHz, it deposits acoustic energy in discrete thermal coagulation points (TCPs) along treatment lines up to 25 mm, while sparing intervening epidermal and dermal layers. This cartridge is best suited for clinics already offering or planning to offer non-invasive lifting of the lower face, submental region, and neck in patients with mild to moderate laxity, where surgical facelifts are either not desired or not indicated.

Ideal adopters include:

  • Dermatology and plastic surgery practices seeking a validated MFU-V platform with imaging.
  • Medspas and aesthetic centers competing in premium non-surgical lifting segments and needing a differentiated, compliance-aware device rather than generic spa HIFU.
  • Multi-location groups standardizing on Ulthera/Ultherapy protocols for face and neck and potentially adding body indications once regulatory status is confirmed for each region.

Deep SMAS Architecture & Focal-Depth Physics

The DS 7–4.5 is part of the Ulthera DeepSEE transducer family, combining diagnostic-style B-mode imaging with therapeutic focused ultrasound in a single cartridge. The imaging function visualizes tissue layers up to 8 mm below the surface, allowing the operator to confirm coupling, tissue thickness, and the location of bone before energy delivery. In treatment mode, the transducer creates approximately 17 evenly spaced TCPs per 25 mm line, each lesion occupying roughly \(1 \text{ mm}^3\) of volume at the 4.5 mm focal depth.

From a biomedical engineering perspective:

  • Beam geometry: The DS 7–4.5 produces a focal zone with a lateral beam width around 0.27–0.29 mm at focus, concentrating energy into a narrow column within the SMAS and adjacent fibrous tissue.
  • Thermal effect: Local tissue temperatures in the focal zone reach roughly 60–70 °C, sufficient to denature collagen and induce immediate contraction while avoiding widespread necrosis in surrounding layers when used correctly.
  • Lesion distribution: The Ulthera system’s control unit allows fine adjustment of line length, spacing (typically around 1.5 mm), and energy, so treatment grids can be customized to facial anatomy and risk tolerance.

This “deep but narrow” architecture differentiates Ulthera’s MFU-V from broader-beam or unfocused ultrasound and many generic HIFU machines that lack precise imaging, increasing the risk of off-target energy deposition.

Revenue & Operational Impact: Payback Math

The DS 7–4.5 cartridge sits at the core of Ultherapy treatment economics because it drives the deepest lifting lines, which are generally priced at a premium per area. The Ulthera platform is a capital device with relatively low fixed overhead once installed, but its revenue performance depends heavily on:

  • Per-treatment pricing (face, neck, and submental areas).
  • Line counts per protocol segment (more lines = higher consumable cost but often stronger perceived value).
  • Utilization rate (number of Ultherapy sessions per month).

Indicative ranges for planning (not guarantees, and dependent on local markets):

  • New Ulthera system: often mid–five figures USD for a complete platform with starter transducers.
  • Individual DS 7–4.5 transducer: commonly low–to–mid–four figures new, with expiry dates and permitted line counts affecting price.
  • Certified pre-owned DS 7–4.5: frequently 20–40% less than new, depending on refurbishment scope, line usage, and warranty.
  • Treatment pricing: full face and neck Ultherapy is often positioned as a premium service, with many clinics charging high three to low four figures per session in developed markets.
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A clinic running 8–15 Ultherapy face/neck cases per month at premium pricing can often offset the device-plus-consumable investment within 9–24 months, assuming stable demand and efficient scheduling. However, lower volumes, heavy discounting, or underutilization of the DS 7–4.5 focal depth (e.g., relying mainly on superficial cartridges) can significantly extend payback timelines.

Request a quote from ALLWILL for current DS 7–4.5 transducer pricing, typical certified pre-owned discounts, and indicative payback scenarios matched to your clinic’s case volume.

Differentiated Advantage & High-Ticket Rationale

Compared with generic HIFU platforms targeting similar depths, the DS 7–4.5 transducer offers several clinical-engineering advantages that justify its higher ticket price when monetized correctly.

Key differentiation points:

  • Imaging-guided safety: DeepSEE visualization up to 8 mm supports “see-before-you-treat” protocols, reducing the risk of thermal interaction with bone, major vessels, or critical nerves.
  • Controlled lesion geometry: Fixed focal depth and standardized TCP spacing yield predictable thermal injury zones and more reproducible tissue contraction when operators adhere to training.
  • Regulatory pedigree: Ulthera’s MFU-V platform is cleared in specific markets for non-invasive lifting indications such as brow lift and submental/neck tissue tightening, with published instructions for use defining indications, contraindications, and monitored adverse events.

For clinic owners, this translates into a defensible rationale for premium pricing versus non-imaging HIFU devices, particularly when building a brand narrative around safety, tissue visualization, and protocol standardization rather than purely lower cost per line. ALLWILL’s Smart Center and verified sourcing can support this narrative by ensuring that both new and certified pre-owned DS 7–4.5 cartridges operate within original factory specifications for focal precision and acoustic output.

Practical B2B Decision Aid: New vs CPO Cost & ROI Comparison

Below is a practical, decision-grade framework comparing typical ranges for new vs certified pre-owned (CPO) DS 7–4.5 transducers and associated payback considerations. All figures are illustrative ranges based on market observations; individual quotes will vary and must be verified.

Dimension New DS 7–4.5 Transducer CPO DS 7–4.5 Transducer
Typical purchase price range Approx. USD 3,000–5,000 per cartridge, depending on region and distributor. Approx. USD 1,800–3,500 per cartridge, depending on remaining line capacity, refurbishment scope, and warranty.
Line capacity & expiry Full manufacturer line count; long shelf-life before expiry when stored correctly. May have partial remaining line count; expiry dates vary and must be verified; refurbishment may reset or document line capacity but cannot extend manufacturer’s original expiry beyond labeled limits.
Warranty & service Standard manufacturer warranty and service options; clearer access to OEM updates and training. Warranty terms depend on refurbisher; often 3–12 months; service handled by third-party biomedical center such as ALLWILL’s Smart Center.
Upfront cash outlay Higher initial cash requirement; potentially better financing terms via OEM or primary distributors. Lower initial cash outlay; may free capital for marketing, staff training, or additional disposables.
Per-line cost estimate Lower per-line cost when fully utilized due to full line inventory; assumes disciplined tracking. Potentially similar or slightly higher per-line cost if remaining line inventory is limited; still attractive when clinic volumes are moderate and full new cartridge utilization is unlikely.
Payback profile Faster payback in high-volume clinics running robust Ultherapy programs (e.g., >15 cases/month). More flexible payback for clinics testing MFU-V demand or with lower case volumes; reduced risk if demand is uncertain.
Compliance & authenticity Direct link to manufacturer documentation, IFU, and regulatory labeling; easier proof of authenticity. Requires rigorous authenticity checks, serial verification, and documentation of refurbishment and performance testing; ALLWILL’s Smart Center can supply supporting reports.
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Use this table as a working tool in budgeting meetings: map your current and projected Ultherapy case volume, average per-case pricing, and preferred warranty horizon to decide whether a new or CPO DS 7–4.5 fleet offers better overall ROI.

Mid-article, consider requesting a quote from ALLWILL to obtain device-specific new vs CPO pricing and a customized line-economics breakdown for the DS 7–4.5 relative to your current protocol design.

Compliance & Asset Protection

The Ulthera system, including the DS 7–4.5 transducer, is a regulated medical device with defined indications, contraindications, and potential adverse events documented in its Instructions for Use. The platform is indicated in certain markets for non-invasive dermatological aesthetic treatments such as lifting the brow, submental tissue, and neck laxity, and improving lines and wrinkles of the décolleté, while imaging is indicated to visualize dermal and subdermal layers and avoid bone. Clinic owners must verify the current regulatory status (e.g., FDA clearance, CE marking, local health authority registrations) for their region before marketing new indications such as body tightening.

Core compliance and asset-protection steps include:

  • Maintaining a complete device file including serial numbers, IFU documents, regulatory clearance letters, and service records for each DS 7–4.5 cartridge.
  • Ensuring only trained physicians or supervised personnel operate the Ulthera system, in line with IFU warnings and local scope-of-practice regulations.
  • Documenting patient selection criteria and contraindications (e.g., open wounds, active implants in the treatment area, certain disease states, pregnancy), as outlined in Ulthera’s IFU.

For certified pre-owned assets, additional protection measures are critical:

  • Require written confirmation of authenticity, refurbishment scope, and performance testing (acoustic power, focal depth, pulse consistency) from the supplier.
  • Verify warranty terms, coverage limits, and availability of spare parts and future consumables to avoid stranded assets.

ALLWILL’s Smart Center-based inspection and third-party biomedical service network are designed to support these compliance and asset-protection needs by testing DS 7–4.5 transducers against original factory performance parameters and documenting findings for procurement files.

Procurement Risks to Avoid + ALLWILL Expert View

Common procurement pitfalls around the DS 7–4.5 transducer revolve less around headline price and more around hidden variables: undocumented line usage, unverified expiry dates, lack of imaging calibration, and missing regulatory documentation. Another frequent risk is sourcing non-authentic or mismatched cartridges that appear visually similar to genuine Ulthera DeepSEE transducers but lack validated acoustic output and safety testing.

Specific risks to mitigate:

  • Buying DS 7–4.5 cartridges without an inspection report detailing remaining line capacity and focal performance.
  • Overlooking IFU-based contraindications and safety warnings when training new staff, increasing the risk of off-label use or inappropriate patient selection.
  • Underestimating imaging value and treating the device purely as a generic HIFU, which can erode safety differentiation and perceived premium value.

ALLWILL Expert View: Turning Deep SMAS Physics Into Reliable ROI

From a procurement standpoint, the DS 7–4.5 transducer pays for itself only when its biomedical architecture is fully integrated into your clinical and commercial strategy, not when it is treated as a commodity consumable. Clinics that document line usage, standardize multi-depth grids (4.5 mm for SMAS, 3.0 mm for deep dermis, 1.5 mm for superficial tissue), and consistently leverage DeepSEE imaging tend to achieve more predictable treatment times, clearer staff workflows, and fewer technique-related adverse events, which in turn stabilizes revenue and reduces reputational risk. In contrast, fragmented procurement—mixing unverified cartridges, skipping performance checks, and neglecting IFU-based patient selection—often manifests as uneven outcomes, increased complication investigations, and unplanned downtime that erodes payback math. Using a vetted partner such as ALLWILL to source, test, and document each DS 7–4.5 cartridge allows clinics to focus on protocol optimization and marketing, while the transducer’s focal physics and imaging safety are safeguarded by a standardized technical backbone.

To align procurement with this view, request a quote from ALLWILL not only for price, but also for sample inspection reports and refurbishment standards on any certified pre-owned DS 7–4.5 units you’re considering.

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Frequently Asked Questions

What is the typical price range for a DS 7–4.5 transducer?

Pricing varies by region and supplier, but new DS 7–4.5 cartridges commonly fall in the approximate USD 3,000–5,000 range, while certified pre-owned units may be available around USD 1,800–3,500 depending on condition and warranty. For exact figures and current inventory, request a quote from ALLWILL.

How do new and CPO DS 7–4.5 transducers differ in ROI potential?

New cartridges usually offer full line capacity and longer shelf-life, making them attractive for high-volume Ultherapy programs that can fully consume the lines. Certified pre-owned DS 7–4.5 units suit clinics with moderate volume or uncertain demand, as lower upfront cost reduces financial risk even if per-line economics are similar.

What warranty coverage should I expect on a DS 7–4.5 transducer?

Manufacturer warranties on new transducers are typically aligned with expiry dates and standard usage conditions, with terms specified in sales contracts and IFU documentation. Refurbished units sourced through partners like ALLWILL usually carry shorter but explicit warranties (e.g., several months to a year), backed by documented inspection and testing.

What compliance checks are critical when importing or sourcing DS 7–4.5 cartridges?

Clinics should verify device authenticity, current regulatory clearance for their region, and proper labeling including indications, serial numbers, and expiry dates. Written confirmation of refurbishment scope, acoustic performance, and warranty from the supplier is essential for certified pre-owned units.

How quickly can a clinic expect payback on DS 7–4.5-related investments?

Indicative payback timelines range widely but often fall between 9–24 months when Ultherapy treatments are priced and marketed appropriately and the device is used regularly. Real outcomes depend on local demand, pricing, and utilization, so clinics should model scenarios and, where helpful, request a quote and ROI discussion with ALLWILL to align transducer sourcing with revenue plans.

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        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.