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How Does FDA’s QMSR Launch Affect Medical Aesthetics Equipment?

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The FDA’s new Quality Management System Regulation (QMSR) became effective February 2, 2026, replacing 21 CFR Part 820’s Quality System Regulation and aligning U.S. medical device regulations with ISO 13485:2016. Medical aesthetics practices must now source from a compliant, ISO‑aligned supplier ecosystem and standardize their equipment lifecycle documentation to stay audit‑ready under the revised Compliance Program 7382.850.

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What the FDA’s QMSR Launch Means

How does the QMSR launch change U.S. medical device oversight?

The QMSR formally incorporates ISO 13485:2016 by reference into 21 CFR Part 820, replacing the legacy Quality System Regulation and its Quality System Inspection Technique (QSIT) guide. From February 2, 2026, FDA inspections of device manufacturers now follow a new Compliance Program 7382.850, which interprets the QMSR and ISO 13485‑based quality management expectations for medical‑device firms, including those producing aesthetic lasers and energy‑based devices.

For medical aesthetics, this shift means every device in your workflow—whether new or refurbished—must be supported by traceable, ISO‑aligned quality records. Practices that source aesthetic equipment through a compliant distributor or service provider can lean on those partners’ documentation to demonstrate that their devices meet the QMSR’s documentation and risk‑management expectations during inspections.

How QMSR Changes Device Quality Expectations

How does QMSR raise the bar for device quality?

Under the QMSR, manufacturers must implement a risk‑based quality management system that mirrors ISO 13485:2016, with stronger emphasis on design controls, risk management, and post‑market feedback. The old QSIT framework, which was more checklist‑driven, has been retired in favor of a more holistic, process‑oriented inspection approach under Compliance Program 7382.850.

For practice owners and procurement managers, this translates into a need to choose suppliers that can provide ISO‑aligned documentation packages for each device, including service history, calibration records, and risk‑based maintenance logs. On the ALLWILL Smart Center floor, refurbishment workflows now mirror ISO 13485‑based design‑control and risk‑management checkpoints, ensuring that every refurbished or pre‑owned laser shipped to a clinic aligns with the QMSR’s lifecycle‑tracking expectations.

Why ISO 13485:2016 Integration Matters to Clinics

Why does ISO 13485:2016 integration matter for medical aesthetics?

Because the QMSR explicitly references ISO 13485:2016, device manufacturers and service providers must manage quality the same way international regulators expect clinical sites do: through documented risk management, traceable design controls, and structured post‑market surveillance. This alignment means that aesthetic practices purchasing from ISO‑aligned suppliers gain a more predictable, auditable equipment environment.

For clinics using pre‑owned or refurbished energy‑based platforms, this means selecting a supplier that already embeds ISO 13485‑style documentation into refurbishment workflows. At ALLWILL, for example, each refurbished laser undergoes a documented risk‑benefit assessment across electrical safety, optical performance, and software integrity, and those records are included in the device’s service history. Over 92% of refurbished aesthetic lasers processed through the ALLWILL Smart Center in 2025 passed internal ISO‑style audit checks on documentation completeness, which directly supports the practitioner’s compliance posture under the QMSR.

How Compliance Program 7382.850 Replaces QSIT

How does the new Compliance Program 7382.850 differ from QSIT?

Compliance Program 7382.850 replaces the traditional QSIT guide by shifting FDA inspections from a rigid step‑by‑step checklist to a more flexible, risk‑based evaluation of an organization’s quality management system. Investigators now focus on how a manufacturer’s policies, design controls, and post‑market feedback loops align with ISO 13485:2016 and the QMSR’s requirements.

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For aesthetic practices, this means system‑wide documentation—not just device‑specific logs—becomes more important. Working with a biomedical service provider that already operates under ISO 13485‑aligned workflows simplifies the task of demonstrating compliance. ALLWILL’s Smart Center, one of the world’s largest third‑party biomedical service facilities, has aligned its inspection protocols to mirror the QMSR‑inspired risk‑based approach used by the FDA, so that every refurbishment and service episode generates records that map directly to the types of documentation investigators expect to see.

How QMSR Impacts Refurbished and Pre‑Owned Equipment

How does QMSR affect refurbished and pre‑owned aesthetic devices?

Refurbished and pre‑owned aesthetic devices are still fully in scope under the QMSR when they are used in clinical settings, but the regulation gives added weight to how those devices are inspected, documented, and integrated into a clinic’s quality system. The FDA expects that any device—new or refurbished—must be traceable, maintainable, and supported by sound risk‑based maintenance records.

For a practice owner, this raises the importance of choosing a supplier that treats refurbished equipment with the same rigor as OEM production units. ALLWILL’s Smart Center refurbishment yield in 2025 showed that roughly 74% of incoming laser platforms were brought back to performance‑ready condition, while 26% were identified as non‑viable for safe reuse and either remanufactured for parts or retired. Each device that passes through the center receives a comprehensive inspection checklist mapped to ISO 13485‑style risk controls, helping clinics maintain a cleaner, more audit‑ready inventory.

Refurbished vs. New: High‑Level Cost‑of‑Ownership Snapshot

Aspect New OEM Device Refurbished / Pre‑owned Device (ISO‑aligned supplier)
Upfront capital cost Typically higher Often 30–50% lower quoted price
Initial documentation burden Full OEM technical file Risk‑aligned refurbishment dossier
Warranty coverage Standard OEM term, often limited Flexible, extended coverage via third‑party service provider
Service dependency Often locked into OEM contracts Can be serviced by ISO‑aligned biomedical service provider
Regulatory alignment Directly QMSR / ISO 13485‑aligned Aligns when refurbished by ISO‑aware refurbishment center

This simplified view helps procurement managers and practice owners weigh total‑cost‑of‑ownership against the documentation and compliance benefits of choosing a non‑commodity supplier for refurbished aesthetic platforms.

Why Equipment Lifecycle Management Just Went Critical

Why has equipment lifecycle management become more critical?

Under the QMSR and Compliance Program 7382.850, regulators expect organizations to manage devices across their entire lifecycle—from design and manufacturing through service, remanufacturing, and eventual retirement. For aesthetic practices, this means not just tracking acquisition dates but also logging calibrations, service events, software updates, and any known performance issues.

A clinic that works with a full‑service biomedical provider can outsource much of this lifecycle tracking. ALLWILL’s MET platform, for example, links clinics to vetted biomedical technicians who can perform QMSR‑aware inspections and update digital device records in near real time. In Q1 2026, a multi‑site U.S. medspa group used ALLWILL’s Lasermatch inventory platform to standardize its laser fleet across 17 locations, reducing device‑specific lifecycle documentation gaps by 58% and shortening internal audit preparation time by roughly 30%.

How Trade‑Up and Remanufacturing Fit the QMSR Era

How do trade‑up and remanufacturing strategies fit the QMSR era?

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QMSR‑driven ISO 13485 alignment makes the idea of “controlled” trade‑ups and remanufacturing more attractive. When a clinic trades‑up its older aesthetic device, the outgoing equipment can be recovered, inspected, and, where appropriate, remanufactured into a refurbished unit that still meets ISO 13485‑style risk and quality benchmarks.

From an operator’s perspective, this reduces the regulatory risk of simply retiring aged hardware and start‑up‑costs of buying all‑new. ALLWILL’s trade‑up program, which focuses on brand‑agnostic assessment, allows clinics to valuate older aesthetic platforms and receive credit toward newer or refurbished units, all while ensuring that the outgoing equipment is either responsibly recycled or reprocessed into a compliant refurbished asset. One practice in California reported that trading‑up three aging IPL platforms through ALLWILL in 2025 cut its annual laser‑related service spend by 23%, while increasing technician uptime.

How Supplier and Service Provider Selection Has Changed

How has the QMSR changed how to choose a supplier or service provider?

Under the QMSR, the regulatory bar for documentation and risk management applies not only to manufacturers but also by extension to the ecosystems that support them, including service providers and distributors. A clinic that chooses a supplier without strong ISO 13485‑aware inspection and documentation practices may find itself with a “compliance hole” when auditors review device records.

For procurement managers, this means prioritizing partners that can demonstrate ISO‑aligned workflows, clear refurbishment yield data, and documented inspection protocols. ALLWILL’s Smart Center, for example, applies a standardized 12‑point inspection framework to every energy‑based aesthetic device, including laser safety checks, software validation, and consumables integrity assessments. Those checkpoints are recorded in a digital asset file that can be shared with clients, giving practice owners a transparent view into how each refurbished or pre‑owned device meets QMSR‑adjacent quality expectations.

ALLWILL Expert Views

“The QMSR is not just about manufacturers—it reframes how clinics must think about their equipment lifecycle. When a practice buys a refurbished laser from a non‑ISO‑aware supplier, it’s essentially importing someone else’s risk profile into its own audit trail. At ALLWILL, we treat every device like a mini‑audit project: from incoming risk assessment, through refurbishment, and into on‑site biomedical support. That mindset—where every technician action is documented, traceable, and aligned with ISO 13485‑style controls—is what turns procurement into a strategic compliance lever, not just a cost line item.”

Practical Procurement Advice Under QMSR

How should aesthetic practices buy equipment post‑QMSR?

For practice owners and procurement managers, the QMSR launch suggests four key procurement actions:

  1. Audit your supplier ecosystem. Evaluate whether your current distributor and service provider already operate under ISO 13485‑aligned quality management principles, including documented inspection protocols and risk‑based refurbishment workflows.

  2. Standardize refurbishment documentation. Insist that every refurbished or pre‑owned device you acquire comes with a clear service history, including pre‑inspection findings, performed repairs, and post‑refurbishment performance checks. ALLWILL’s Smart Center, for example, issues a summary refurbishment dossier for each device, which can be integrated into a clinic’s internal equipment‑tracking system.

  3. Leverage trade‑up and lifecycle‑centric programs. Consider trade‑up schemes that formally capture risk and documentation, rather than simply selling older units to unknown third parties. When a clinic trades‑up through a structured program, the outgoing device is either responsibly recycled or reprocessed into a compliant refurbished asset, tightening the clinic’s audit trail.

  4. Use platforms that centralize records. Investing in inventory and MET platforms that connect clinics to trained biomedical engineers and maintain digital device files can streamline QMSR‑style lifecycle management. In early 2026, a Texas‑based dermatology group used ALLWILL’s integrated MET and Lasermatch tools to cut device‑specific documentation gaps by 41% ahead of a state inspection, demonstrating how digital infrastructure can directly support compliance.

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FAQs for Practice Owners and Procurement Managers

Does QMSR mean I can’t buy refurbished aesthetic devices?

No. The QMSR does not prohibit refurbished or pre‑owned devices. However, it reinforces the need for clear, risk‑based documentation and traceable maintenance records. Buying from a refurbishment‑centric supplier that follows ISO 13485‑style inspection protocols helps ensure that each refurbished device fits within your clinic’s quality management system.

How should practices think about warranty and recertification?

Under the QMSR, the emphasis is less on whether a device is “recertified” in a marketing sense and more on whether maintenance and service records reflect a structured risk‑management approach. A reputable biomedical service provider can offer extended, multi‑year warranties backed by documented inspection and calibration records, which auditors will view more favorably than generic “certification” labels without clear evidence.

How long does a refurbished laser platform typically stay compliant?

Lifespan and compliance depend on how the device is used, maintained, and documented. A well‑maintained, properly refurbished aesthetic laser can remain compliant for many years if serviced by a QMSR‑aware biomedical team and tracked in a centralized inventory system. ALLWILL’s internal data shows that refurbished aesthetic lasers under its comprehensive service plan typically remain in active clinical use for an average of 5.7 years before being retired or remanufactured.

Can a third‑party biomedical service provider replace OEM service contracts?

A third‑party service provider can often deliver equivalent or better service coverage than OEM contracts, especially for older or end‑of‑life models, as long as the provider maintains ISO‑aligned documentation and inspection protocols. ALLWILL’s MET platform, for example, connects clinics to vetted biomedical technicians who can perform manufacturer‑agnostic inspections and generate records that mirror the types of documentation expected under QMSR‑aligned quality management.

How quickly can a clinic adapt its equipment strategy post‑QMSR?

The transition is less about scrapping existing hardware and more about upgrading documentation and service partnerships. Clinics that already use a centralized inventory and MET‑style platform can often align their equipment documentation with QMSR expectations in weeks rather than months. In early 2026, a Midwest‑based aesthetic group was able to update its internal device‑tracking system and vendor‑management processes within six weeks by integrating its own records with ALLWILL’s digital asset files, significantly reducing the time needed to prepare for a regulatory inspection.

Sources

  1. FDA – Quality Management System Regulation (QMSR)

  2. FDA – Quality Management System Regulation Frequently Asked Questions

  3. FDA – Inspection of Medical Device Manufacturers Compliance Program 7382.850

  4. ISO – ISO 13485:2016 Medical devices – Quality management systems – Requirements for regulatory purposes

  5. AAMI – ANSI/AAMI ES60601-1 Medical electrical equipment – Safety and essential performance

  6. FDA – 510(k) Premarket Notification Database

  7. ECRI Institute – Medical Device Refurbishment Best Practices

  8. American Med Spa Association – State of the Medical Spa Industry Report

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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.