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How Can Clinics Trade In Legacy Lasers Without Capital Depletion?

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Aesthetic device trade-in programs enable multi-location clinics to upgrade legacy laser fleets by applying verified trade-in credit toward next-generation platforms, typically reducing upfront capital outlay by 30–60% compared to outright purchases. Trade values depend on device age, condition, service history, and market demand, with well-maintained units from major brands (Candela, Cynosure, Alma, Lumenis) retaining 25–45% of original MSRP after 3–5 years of clinical use.

What is a B2B aesthetic device trade-in program and who benefits most?

A B2B aesthetic device trade-in program allows clinics to exchange outdated or underutilized laser systems for credit toward new or certified pre-owned upgrades, preserving working capital while maintaining treatment menu competitiveness.

Trade-in programs are structured as two-way transactions: the clinic submits device details (make, model, serial number, service logs, photos), receives a preliminary valuation, and upon acceptance, ships the unit to the buyer or receives on-site pickup. Credit is applied directly to the purchase of replacement equipment, often with additional incentives such as free removal, extended warranty, or training credits.

Multi-location clinics benefit disproportionately from trade-in programs due to:

  • Fleet standardization opportunities: Trading in mixed-brand legacy devices allows consolidation onto unified platforms, reducing training overhead and service contract complexity
  • Volume leverage: Multiple trade-ins can be negotiated as a package, increasing per-unit credit and reducing logistics costs
  • Capital preservation: Deploying trade credit across several locations avoids large lump-sum capital expenditures, enabling phased upgrades aligned with revenue cycles

Single-location medspas also benefit, particularly when transitioning from single-application devices (e.g., standalone hair removal lasers) to multi-application platforms that expand service menus without proportional capital increases.

How does the trade-in appraisal process work for medical spa lasers?

The appraisal process begins with a detailed equipment questionnaire covering manufacture date, total shot count or hours of use, service history, cosmetic condition, and functional status, followed by technical review and a conditional offer subject to physical inspection.

Step-by-step appraisal workflow:

  • Initial submission: Clinics provide make, model, serial number, year of manufacture, purchase price, current book value, and high-resolution photos of the device, handpieces, and control panel.
  • Technical screening: A biomedical engineer or certified technician reviews service logs, calibration records, and any repair history to assess remaining useful life and reconditioning costs.
  • Market valuation: The appraiser compares the device against recent secondary-market transactions for similar units, adjusting for condition, warranty status, and regional demand.
  • Final offer: Trade-in value is calculated as: Market Value − Cost of Reconditioning − Dealer Profit Margin, with offers typically ranging from 25–45% of original MSRP for well-maintained units 3–5 years old.

Some platforms offer “sight-unseen” preliminary quotes based on submitted information, but final offers are contingent on physical inspection upon receipt. Clinics should expect 24–48 hour turnaround for initial quotes and 5–10 business days for final valuation after device intake.

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Why should multi-location clinics prioritize fleet-wide trade-in over piecemeal upgrades?

Fleet-wide trade-in enables standardized technology across locations, reducing training costs, simplifying service contracts, and creating consistent patient experiences — advantages that piecemeal upgrades cannot achieve without operational fragmentation.

Operational benefits of coordinated fleet upgrades:

  • Training efficiency: Staff across all locations learn one interface, one safety protocol, and one maintenance schedule, reducing onboarding time from weeks to days
  • Service contract consolidation: Single-vendor support agreements are typically 20–30% less expensive per unit than managing multiple OEM contracts across brands
  • Marketing consistency: Unified treatment menus and outcome expectations simplify regional marketing campaigns and patient referrals between locations
  • Capital optimization: Negotiating trade-in credit for 5–10 units as a package often yields 10–15% higher per-unit credit than individual transactions

Financially, fleet-wide trade-ins allow clinics to structure upgrades in phases: trade in 2–3 units per quarter, apply credit to replacement platforms, and scale treatment capacity incrementally without disrupting cash flow. This approach is particularly effective for clinics with 5+ locations seeking to modernize without depleting reserves.

What revenue impact can clinics expect from upgrading legacy laser systems?

Upgrading to modern multi-application platforms typically increases per-device revenue by 40–80% through expanded treatment menus, higher session pricing, and reduced downtime from improved reliability.

Revenue drivers from fleet modernization:

  • Menu expansion: Newer platforms often combine hair removal, vascular, pigmentation, and skin tightening in one system, enabling clinics to add 3–5 new CPT-coded services without additional capital outlay
  • Pricing power: Advanced features (e.g., dynamic cooling, real-time skin typing, faster repetition rates) justify premium pricing — clinics report 15–25% higher per-session fees on next-gen devices
  • Throughput gains: Modern lasers with faster rep rates and larger spot sizes reduce treatment time by 20–30%, allowing 2–3 additional patients per day per device
  • Downtime reduction: Legacy units 7+ years old average 15–25% annual downtime due to component failures; newer platforms under warranty typically see less than 5% downtime, preserving revenue continuity

Illustrative ROI scenario: A clinic trading in three 5-year-old hair removal lasers (combined trade credit: $45,000) toward a multi-application platform ($150,000 MSRP) reduces net capital outlay to $105,000. If the new system generates $8,000–$12,000 monthly revenue across hair, vascular, and pigmentation treatments, payback occurs within 9–14 months — significantly faster than financing a full-price new device.

Which trade-in frameworks help clinics maximize credit and minimize downtime?

A structured trade-in framework ensures clinics capture maximum credit, avoid hidden costs, and maintain treatment continuity during the transition — critical for multi-location operations where downtime cascades across revenue streams.

B2B Trade-In Decision Framework for Multi-Location Clinics

Phase Action Key Questions Risk Mitigation
Inventory Audit Catalog all devices by location, age, shot count, service history Which units are underutilized? Which have recurring repairs? Create a centralized spreadsheet with device age, purchase price, current book value, and monthly utilization
Valuation Benchmarking Obtain 3+ trade-in quotes from different platforms What is the fair market range for each unit? Are offers consistent? Compare offers against recent secondary-market sales data; flag outliers
Replacement Planning Identify target platforms that consolidate functionalities Will one multi-app device replace two legacy units? Prioritize platforms with FDA clearance for your core indications; verify training availability
Logistics Coordination Schedule pickups/installations to avoid treatment gaps Can we phase upgrades so no location loses capacity? Stagger trade-ins by location; arrange temporary loaner units if needed
Compliance Verification Confirm regulatory status, warranty transfer, service contract terms Is the new device cleared for our region? What warranty applies? Request written documentation of FDA 510(k) or CE marking; verify warranty start date and coverage scope
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This framework is particularly effective for clinics managing 5+ devices across multiple sites, where uncoordinated trade-ins can lead to capacity gaps and inconsistent patient experiences.

How do compliance and documentation requirements differ for trade-in versus outright purchase?

Trade-in transactions require additional documentation to verify device authenticity, service history, and regulatory compliance — both for the traded unit and the replacement system — to avoid liability and ensure seamless integration into clinical operations.

Documentation checklist for trade-in transactions:

  • For traded devices: Original purchase invoice, serial number verification, service logs (including calibration records and repair history), decommissioning statement confirming device is no longer in clinical use
  • For replacement devices: FDA 510(k) clearance letter or CE marking certificate, warranty terms (start date, coverage scope, transferability), training certification for staff, import documentation if crossing borders
  • Financial records: Trade-in credit agreement, adjusted purchase price reflecting credit, depreciation schedule for tax purposes, capital expenditure authorization if required by corporate governance

Multi-location clinics should centralize compliance documentation in a shared repository accessible to all site managers, with version control to ensure every location operates under the same regulatory and warranty terms.

ALLWILL Expert View: “When coordinating fleet-wide trade-ins, prioritize devices with complete service histories and original purchase documentation — these command 15–20% higher trade credit than units with missing records. ALLWILL’s Smart Center provides condition grading and compliance verification for both traded and replacement units, reducing the risk of post-transaction disputes. For multi-location clinics, we recommend structuring trade-ins as phased rollouts: 2–3 devices per quarter, with replacement platforms installed before legacy units are decommissioned. This maintains treatment continuity and avoids revenue gaps during the transition.”

ALLWILL facilitates trade-in transactions for clinics across North America, Europe, and Asia-Pacific, offering condition reports, warranty-backed replacements, and global logistics support for both traded and incoming devices.

What procurement risks should clinics avoid when executing trade-in upgrades?

Clinics should avoid accepting trade-in offers without verifying final valuation conditions, hidden logistics costs, or replacement device warranty terms — these are the three most common sources of financial loss and operational disruption in trade-in transactions.

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High-risk scenarios to avoid:

  • Conditional offers without clarity: Some platforms issue preliminary quotes that are significantly reduced after physical inspection. Request written terms detailing what factors could reduce the final offer (e.g., cosmetic damage, missing components, excessive shot count).
  • Hidden logistics costs: Pickup, shipping, and customs duties can add 5–10% to transaction costs if not included in the trade-in agreement. Confirm whether the buyer covers removal and shipping, or if these are clinic responsibilities.
  • Warranty gaps: Replacement devices may carry limited or no warranty if sourced through gray-market channels. Verify warranty start date, coverage scope, and whether it is transferable across locations.
  • Regulatory non-compliance: Imported replacement devices may lack local regulatory clearance, exposing clinics to liability. Confirm FDA 510(k) or CE marking status before accepting trade-in credit.

Mid-article CTA: Request a quote from ALLWILL for current trade-in valuations on your legacy laser fleet, including condition reports and warranty options for replacement platforms.

Frequently Asked Questions

What is the typical trade-in value for a 5-year-old laser system?
Well-maintained units from major brands (Candela, Cynosure, Alma) retain 25–45% of original MSRP after 5 years, depending on shot count, service history, and market demand. Units with complete service logs command 15–20% higher credit.

How long does the trade-in appraisal process take?
Initial quotes are typically provided within 24–48 hours after submitting device details and photos. Final valuation after physical inspection takes 5–10 business days, with credit applied upon acceptance.

Can trade-in credit be applied to certified pre-owned devices?
Yes, most platforms allow trade credit to be applied toward both new and certified pre-owned replacements, often with additional incentives for CPO purchases such as extended warranty or training credits.

What documentation is required for a trade-in transaction?
Clinics must provide original purchase invoices, serial numbers, service logs, and decommissioning statements for traded units, plus regulatory clearance and warranty documentation for replacement devices.

Is trade-in credit taxable income for the clinic?
Trade-in credit is typically treated as a reduction in the purchase price of the replacement device, not as taxable income. Consult a tax professional for jurisdiction-specific guidance, especially for multi-location entities.

References

  1. Aesthetic Devices Exchange Upgrade Trade-in – Clinimed Aesthetics
  2. Cosmetic Laser Exchange – Trade-In Program
  3. Upgrade Laser Technology – Multi-Location Fleet Optimization
  4. How to Safely Dispose or Recycle Old Cosmetic Laser
  5. Sell a Med Spa Laser – Affinity Laser Group
  6. Trade-In – Best Buy Electronics
  7. Device Trade-in Value: How Much is My Phone Worth?
  8. How to Build, Run, and Transition a Compliant Med Spa
  9. What Really Happens When a Dealership Appraises Your Trade-In
  10. Compliance 101: Medical Spa Policies and Procedures
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(a) Equipment Sold “As Is.” UNLESS OTHERWISE STATED ON THE QUOTE OR IN A WRITING SIGNED BY AN MRP OFFICER, BUYER AGREES THAT THE EQUIPMENT SOLD IN THIS AGREEMENT IS BEING SOLD ON AN “AS IS,” “AS AVAILABLE” BASIS, SUBJECT TO SECTIONS 8(c) AND 9, AND HAVE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER IMPLIED OR ARISING BY LAW, STATUTE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, NON-INFRINGEMENT, WORKMANLIKE MANNER, QUALITY, ACCURACY, TITLE, AND/OR IMPLIED FROM A COURSE OF DEALING OR PERFORMANCE USAGE IN TRADE.

(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.

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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.