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How Is the Global Medical Equipment Online Platform Reshaping Healthcare Procurement?

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The global medical equipment online platform is transforming how hospitals, clinics, and healthcare systems discover, compare, purchase, and manage devices and supplies, shifting procurement from fragmented, paper-based processes to unified digital ecosystems that prioritize transparency, speed, and value. As B2B healthcare e‑commerce accelerates, these platforms are redefining vendor relationships, supply chain resilience, and long-term total cost of ownership for medical technology.

Global Market Trends In Medical Equipment Online Platforms

The medical devices market is climbing toward well over one trillion dollars by the mid‑2030s, and within it, online sales are one of the fastest-growing segments with double‑digit compound annual growth projected over the coming decade. Industry research shows that the e‑commerce medical devices segment alone was valued in the low‑teens billions of dollars in the mid‑2020s and is expected to more than double by 2030, driven by rising demand for home healthcare, telemedicine, and direct‑to‑provider digital purchasing. In parallel, the global B2B healthcare e‑commerce market surpassed tens of billions of dollars in 2022 and is forecast to grow above 18 percent annually, with medical devices representing the largest and fastest‑growing segment in that digital landscape.

Hospitals and integrated delivery networks are actively shifting procurement volumes to digital channels as they seek to standardize products, leverage scale, and reduce administrative overhead. Online medical equipment marketplaces, procurement clouds, and B2B e‑commerce platforms enable healthcare providers to access broader catalogs, compare pricing and specifications in real time, and run competitive tenders without lengthy manual processes. This move toward digital procurement is particularly pronounced in regions with high internet penetration and mature health systems, but emerging Asia‑Pacific markets are catching up quickly as infrastructure, regulatory frameworks, and digital literacy expand.

The COVID‑19 pandemic created a structural break in healthcare supply chains that accelerated the adoption of online platforms for PPE, diagnostic equipment, ventilators, and patient monitoring devices. Since then, health systems have institutionalized many of these practices, using digital tools to build strategic stockpiles, monitor supplier risk, and ensure continuity of supply during disruptions. As a result, medical equipment online platforms have shifted from being an optional convenience to a strategic necessity for resilient healthcare procurement.

How Online Platforms Reshape Healthcare Procurement Workflows

Global medical equipment online platforms reshape procurement by consolidating supplier catalogs, automating approval workflows, and embedding compliance into every transaction. Instead of dealing with dozens or hundreds of vendors via fax, email, and siloed ordering portals, buyers can manage requests for quotation, purchase orders, and contract renewals within one digital environment that is fully auditable and integrated with finance and inventory systems. This reduces the time spent on manual data entry, reconciliations, and chasing approvals, freeing clinical and administrative teams to focus more on patient care.

These platforms also transform how healthcare organizations set and enforce purchasing standards. Central supply chain and value analysis teams can configure approved product formularies, preferred vendor lists, and contract pricing directly in the platform so frontline stakeholders see only compliant options when placing orders. Built‑in rule engines can automatically route non‑standard or high‑value requests for additional scrutiny, while analytics dashboards reveal maverick spend, off‑contract purchases, and opportunities for standardization. This ensures that purchases align with clinical quality standards, safety regulations, and budget targets.

For suppliers and manufacturers, global medical equipment online platforms provide a more efficient B2B sales channel with lower acquisition costs and richer customer insights. Vendors can update product data, regulatory documentation, and inventory status in real time, enabling buyers to access accurate information without back‑and‑forth communication. E‑catalog management, punchout integrations, and digital contracting tools allow manufacturers to participate in multiple health systems and group purchasing organizations simultaneously, expanding their global reach and facilitating cross‑border commerce in a compliant and traceable way.

Core Technologies Powering Medical Equipment Online Platforms

Modern medical equipment online platforms are built on cloud infrastructure that enables high availability, scalability, and secure access for dispersed provider organizations, suppliers, and third‑party partners. A centralized cloud‑based procurement system makes it easier for health systems to unify purchasing across multiple hospitals, ambulatory centers, and specialized clinics, improving visibility into the entire enterprise supply chain. When all purchasing, contracting, and invoice data lives in a single cloud environment, leaders can apply advanced analytics and predictive models to forecast demand and optimize inventory.

Artificial intelligence increasingly underpins the intelligence and efficiency of these platforms. Machine learning algorithms can recommend alternative products when preferred items are out of stock, flag potential contract leakage, identify duplicate or redundant SKUs, and highlight price discrepancies across suppliers. Natural language search helps clinicians quickly find devices using clinical terminology, while AI‑assisted classification ensures that items are mapped consistently to spend categories, regulatory codes, and value analysis frameworks. Over time, these engines learn from user behavior, improving relevance and accuracy.

The integration of Internet of Medical Things and connected devices is also reshaping procurement. As smart infusion pumps, patient monitors, imaging systems, and diagnostic analyzers become networked, usage data can feed directly into the procurement platform. This enables automated reordering of consumables, data‑driven replacement planning based on uptime and failure rates, and dynamic service contract management. For example, a hospital could prioritize capital investment in devices with high utilization but rising maintenance costs, informed by real‑time equipment performance data rather than static replacement schedules.

Market Data: Growth, Segmentation, And Regional Dynamics

Market analysis of e‑commerce medical devices indicates that the global online segment has grown from the mid‑teens billions at the start of the decade to a projected tens of billions by 2030, reflecting double‑digit annual growth. Medical device online sales within the broader medical devices market are expected to grow faster than traditional channels, with some studies projecting online sales to expand at rates of 10 percent or more annually, outpacing overall device market growth. This reflects a structural shift toward digital procurement rather than a temporary spike.

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Segmented by product type, online medical device sales span diagnostics, patient monitoring, surgical instruments, mobility aids, therapeutic equipment, and consumables, with diagnostics and home‑use products showing particularly strong online traction. For B2B healthcare e‑commerce, medical devices account for more than 60 percent of total market value and are expected to be the fastest‑growing category, thanks to higher ticket sizes, recurring consumables, and the need for ongoing service and upgrades. Pharmaceuticals and supplies remain important, but devices drive much of the strategic focus in digital platforms.

Regionally, North America and Europe currently account for the largest share of online medical equipment procurement, supported by advanced hospital systems, robust digital infrastructure, and established procurement regulations. However, Asia‑Pacific is forecast to be the fastest‑growing region over the next decade, driven by expanding health coverage, rising middle‑class healthcare expectations, and investments in digital health ecosystems. Latin America, the Middle East, and Africa are also seeing momentum as governments and private providers adopt cloud‑based procurement technology to improve transparency and combat corruption in public tenders.

How Global Platforms Improve Transparency, Compliance, And Risk Management

One of the strongest benefits of global medical equipment online platforms is enhanced transparency across the entire procurement lifecycle. Digital platforms log every action, from initial request and vendor selection to shipment, receipt, and payment, creating a complete audit trail that supports regulatory compliance and internal controls. This is crucial in a highly regulated sector where product traceability, device history, and adherence to standards like ISO, FDA, or CE marking are non‑negotiable.

Centralized supplier qualification modules allow health systems to manage vendor risk more systematically. Procurement teams can maintain digital records of certifications, quality audits, financial stability assessments, and compliance questionnaires within the platform, automatically flagging expiring documents or high‑risk vendors. Some platforms incorporate vendor rating systems that capture performance metrics such as on‑time delivery, defect rates, service responsiveness, and incident reporting, helping buyers make more informed decisions and diversify away from underperforming suppliers.

Furthermore, these platforms support robust recall management and patient safety programs. When a manufacturer issues a device recall or field safety notice, the platform can rapidly identify affected products, purchasing locations, and potentially impacted patients based on serial numbers and lot tracking. Automated workflows help coordinate device retrieval, replacement, and documentation, reducing the time needed to respond and minimizing clinical disruption. This capability is especially valuable in large, multi‑site health systems with complex inventories and extended supplier networks.

Cost Optimization, Total Cost Of Ownership, And Value-Based Purchasing

Global online procurement platforms for medical equipment are central to achieving cost optimization and value‑based purchasing. Instead of focusing solely on unit price, these systems enable healthcare organizations to evaluate total cost of ownership, including maintenance, consumables, downtime risk, and service contract terms. By aggregating historical data on device performance, consumable usage, and repair frequency, platforms can highlight which products deliver the best clinical and financial outcomes over time.

Dynamic pricing tools and competitive bidding modules allow buyers to run structured negotiations and reverse auctions within the platform, driving down acquisition costs while maintaining quality standards. Smart contract management ensures that negotiated discounts, rebates, and volume tiers are correctly applied at the transaction level, reducing the risk of overpayment. Spend analytics can identify opportunities to consolidate vendors, reduce SKU proliferation, and migrate to standardized product families that deliver economies of scale and simplified training.

In a value‑based care environment, medical equipment decisions must align with reimbursement models and quality metrics. Online platforms help procurement teams collaborate with clinicians, finance professionals, and quality departments by providing shared dashboards that connect device choices to outcomes, readmissions, and procedural efficiency. For example, a hospital might use platform data to justify investment in premium surgical staplers or advanced imaging systems if evidence shows they reduce complications, shorten length of stay, or increase throughput in high‑value service lines.

Impact On Small Clinics, Private Practices, And Emerging Markets

While large health systems are often the first adopters of complex procurement platforms, global medical equipment online marketplaces are increasingly accessible to small clinics, private practices, and ambulatory centers. These providers benefit from simplified onboarding, curated catalogs, and instant price visibility that level the playing field with larger organizations. Instead of negotiating individually with suppliers, smaller buyers can access negotiated pricing through platform‑based group purchasing structures or regional networks.

In emerging markets, online platforms help bridge gaps in access to quality medical devices and supplies. Providers in smaller cities or rural areas can tap into global supply chains, compare local distributors and international brands, and procure equipment that might previously have been limited to major urban hospitals. Digital tools also enable better planning for public health programs, allowing ministries of health to aggregate demand for essential diagnostic devices, maternal health equipment, vaccines, and cold chain infrastructure.

At the same time, these platforms must adapt to local regulatory requirements, import restrictions, and reimbursement systems. Successful global platforms are building localized interfaces, language support, and region‑specific regulatory content so that buyers can easily understand which devices are approved for use in their jurisdiction. Payment flexibility, including support for local currencies and financing arrangements, further enhances adoption among smaller providers and those operating in resource‑constrained settings.

Company Spotlight: ALLWILL’s Approach To B2B Medical Aesthetic Procurement

Within this broader transformation, ALLWILL is redefining B2B medical aesthetics by aligning innovation, trust, and efficiency around the full lifecycle of devices rather than just the initial sale. The company’s Smart Center focuses on rigorous inspection, repair, and refurbishment, ensuring that both new and pre‑owned equipment meet high performance standards for safety and reliability before reaching practitioners.

ALLWILL’s MET vendor management system connects clinics with vetted technicians and trainers, while the Lasermatch inventory platform streamlines sourcing, trade‑ups, and fleet management across multiple brands and device generations. By offering brand‑agnostic consultations and flexible upgrade paths without heavy service contract burdens, ALLWILL illustrates how specialized online platforms can remove friction from healthcare B2B purchases and support sustainable technology strategies in medical aesthetics.

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Top Medical Equipment Online Platform Features And Services

Healthcare procurement teams evaluating global medical equipment online platforms typically focus on several key capabilities that drive real‑world value. Below is a structured view of important platform features, their advantages, perceived quality, and common use cases across hospitals, clinics, and diagnostic centers.

Platform Feature Or Service Key Advantages Typical User Ratings (1–5) Primary Use Cases
Centralized e‑catalog and product data Single source of truth, consistent specifications, faster search 4.5–4.8 System‑wide standardization, clinical product evaluation, formulary management
Automated purchase‑to‑pay workflow Reduces manual work, accelerates approvals, improves auditability 4.3–4.7 PO creation, multi‑level approvals, invoice matching, accrual management
Supplier qualification and risk management Better compliance, lower vendor risk, easier audits 4.2–4.6 Vendor onboarding, credential tracking, performance scoring
Integrated contract and price management Prevents contract leakage, enforces negotiated terms 4.4–4.8 GPO contracts, local deals, rebate tracking, price benchmarking
Analytics and spend intelligence Identifies savings, highlights maverick spend, supports budgeting 4.3–4.7 Strategic sourcing, category management, value analysis committees
Demand forecasting and inventory optimization Minimizes stockouts and waste, improves working capital 4.1–4.6 High‑volume consumables, implants, emergency and critical care inventories
Recall and incident management Faster safety response, better traceability 4.2–4.6 Device recalls, adverse event investigations, regulatory reporting
Service and maintenance management Extends asset life, reduces downtime, optimizes service contracts 4.0–4.5 Biomedical engineering coordination, SLA tracking, preventive maintenance plans
Integration with ERP and EHR Seamless data flow, fewer errors, better clinical‑supply chain alignment 4.2–4.6 Linking orders to cost centers, procedures, and patient encounters

These features, when combined on a single digital platform, create a robust foundation for a more agile, data‑driven, and clinically aligned procurement function, particularly for complex medical equipment portfolios.

Competitor Comparison Matrix For Global Medical Equipment Online Platforms

There is a diverse landscape of global medical equipment online platforms, ranging from full‑suite healthcare supply chain networks to specialized medical device marketplaces. The table below offers an illustrative comparison of typical platform archetypes and feature sets that influence procurement performance.

Platform Archetype Primary Focus Technology Breadth Supplier Network Depth Analytics And AI Capabilities Ideal Customer Segment
Full‑suite healthcare supply chain network End‑to‑end P2P and supply chain High (cloud, AI, integrations) Very high (global manufacturers) Advanced (predictive, benchmarking) Large IDNs, academic medical centers, GPOs
Specialized medical equipment marketplace Capital equipment and devices Moderate High (device‑focused) Moderate (search, pricing insights) Mid‑size hospitals, outpatient centers
Regional B2B healthcare e‑commerce platform Local devices and supplies Moderate Medium (regional distributors) Basic to moderate Regional hospital groups, private clinics
OEM‑owned digital direct platform Single‑brand devices and consumables Moderate Low (single manufacturer) Basic (usage dashboards, warranty) Brand‑loyal systems, specialized clinics
Niche category platform (e.g., aesthetics) Specific discipline or device class Moderate to high Focused but deep within niche Moderate (lifecycle and service insights) Specialty clinics, private practices, chains

Health systems often use a combination of these platform types, integrating a core supply chain network with specialized marketplaces that offer richer content and service options for specific clinical domains such as imaging, cardiology, or medical aesthetics.

Real User Cases: ROI And Operational Impact

Real‑world implementations show that global medical equipment online platforms can drive significant financial and operational returns. Hospitals that have moved to cloud‑based procurement and integrated digital supply chain solutions report measurable reductions in process cycle times, with purchase‑to‑pay workflows often shortened from weeks to days. Automation of requisitions, approvals, and invoice matching can cut administrative labor tied to procurement by double‑digit percentages, allowing staff to refocus on supplier strategy and clinical collaboration rather than data entry.

One academic medical center that migrated to an integrated procurement platform added hundreds of suppliers to its digital transaction network within a year, significantly increasing electronic order and invoice penetration. This shift reduced paper handling, improved on‑time payment performance, and generated richer data for negotiating future contracts. By consolidating purchasing processes across campuses into a single system, the organization achieved better price harmonization and reduced unwarranted variation in device selection.

Another health system leveraged its online platform’s analytics to identify overlapping SKUs and vendor fragmentation in specific product categories such as surgical instruments and patient monitoring equipment. By rationalizing vendors and standardizing on preferred devices, the system captured millions of dollars in savings over several years, while reducing training complexity and service overhead. The same platform helped the organization manage critical device recalls more effectively, rapidly flagging affected lots and coordinating removal across multiple facilities.

Core Technology Analysis: Interoperability, Data Standards, And Cybersecurity

The success of global medical equipment online platforms hinges on interoperability with existing hospital systems and adherence to robust data standards. Integrations with enterprise resource planning, electronic health records, asset management, and warehouse systems ensure that procurement workflows are tightly connected to clinical operations and financial reporting. Standardized item master data, using recognized coding schemes and classification systems, reduces confusion and supports consistent analytics across sites and time periods.

Cybersecurity is a central consideration as sensitive supplier, pricing, and operational data traverse cloud environments. Leading platforms employ strong encryption, multi‑factor authentication, role‑based access controls, and continuous monitoring to mitigate threats. Regular penetration testing and adherence to healthcare cybersecurity frameworks help assure customers that procurement data is safeguarded, especially when integrated with clinical systems or when remote access is provided to suppliers and third‑party service partners.

Data governance and master data management disciplines are essential to maximize the value of the platform. Clear ownership of product records, vendor information, and contract data ensures that the system remains accurate and trustworthy as catalogs change and new devices are introduced. Many organizations establish joint clinical‑supply chain governance committees to review new product requests, manage formulary updates, and oversee the integrity of the digital item master, ensuring that technology and process are aligned.

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Real User Value In Medical Aesthetic And Specialty Equipment Procurement

Specialty areas such as medical aesthetics, dermatology, and outpatient surgery present unique procurement challenges due to rapid technology cycles, diverse device portfolios, and a mix of capital and consumable purchases. Online platforms tailored to these disciplines enable practitioners to compare lasers, energy‑based devices, injectables, and ancillary equipment across multiple brands with full visibility into clinical indications, safety profiles, financing options, and maintenance requirements. This supports more informed decision‑making and reduces the risk of investing in equipment that becomes obsolete quickly.

By combining digital catalogs with lifecycle tracking and service coordination, specialty platforms help clinics understand how their devices perform over time in real‑world practice. Usage analytics can reveal which devices generate the highest revenue per procedure, which require more frequent service, and which drive the greatest patient satisfaction. This information allows practitioners to align their equipment portfolios with their strategic goals, whether that is expanding into new treatment categories, increasing throughput, or optimizing the mix between new and refurbished equipment.

Digital procurement also supports compliance with aesthetic practice regulations, including documentation of device certifications, operator training records, and preventive maintenance schedules. When all of this information is centralized, clinics can respond quickly to inspections, audits, or manufacturer updates, while protecting patient safety and reputation. For multi‑site aesthetic chains, standardized digital procurement across locations ensures consistent brand experience and pricing, reducing variability and enabling coordinated marketing and service offerings.

Future Trends: AI‑Driven, Outcome‑Linked, And Sustainable Procurement

Looking ahead, global medical equipment online platforms are likely to evolve from transactional systems into strategic, outcome‑linked decision engines. Artificial intelligence will increasingly correlate device choices with patient outcomes, procedure efficiency, and risk profiles, guiding hospitals toward equipment portfolios that optimize both clinical and financial metrics. Recommendation engines could suggest the best combination of equipment, consumables, and service plans for specific service lines, informed by peer benchmarks and evidence‑based practice.

Outcome‑linked procurement models, where device pricing or service terms are tied to achieving certain performance or clinical targets, will become more feasible as platforms incorporate richer data from electronic health records and patient monitoring systems. For example, a contract for orthopedic implants or advanced imaging solutions could be negotiated around measurable improvements in recovery times or reduced readmissions, with the platform tracking results over time and adjusting financial terms accordingly.

Sustainability is another emerging dimension that online platforms can help address. Procurement teams are increasingly tasked with reducing environmental impact across the device lifecycle, including manufacturing, packaging, shipping, and end‑of‑life disposal. Digital platforms can surface environmental attributes such as energy efficiency, reusable components, refurbishment options, and take‑back programs, enabling buyers to incorporate sustainability into selection criteria. Over time, this may lead to greener device portfolios and closer collaboration with manufacturers on circular economy models.

FAQs About Global Medical Equipment Online Platforms And Healthcare Procurement

1) How is the global medical equipment online platform reshaping healthcare procurement
A global online platform accelerates sourcing, standardizes quality, and reduces costs by connecting buyers with vetted suppliers and refurbishment partners, enabling faster decision making and broader access to certified devices.

2) What value does ALLWILL bring to medical aesthetics procurement
ALLWILL delivers transparency, device refurbishment, brand-agnostic consultations, and a robust service network to lower total cost of ownership and improve uptime for practitioners.

3) How does the MET vendor management system benefit buyers
MET automates vetting, scheduling, and trainer connections, ensuring qualified technicians and streamlined maintenance, which minimizes downtime and procurement risk.

4) Why choose refurbished devices in medical aesthetics
Refurbished devices offer substantial cost savings, tested performance, and warranty options, without compromising safety or efficacy, allowing practitioners to upgrade more often.

5) What role does Lasermatch play in device management
Lasermatch centralizes sourcing, tracking, and lifecycle management of devices, simplifying inventory control and ensuring devices meet standards across locations.

6) How can trade-up programs affect equipment strategy
Trade-up programs let clinics access newer tech with lower upfront costs, reducing depreciation risk and enabling periodic upgrades aligned with clinical goals.

7) What makes a trustworthy global service network important
A broad service network provides timely maintenance, parts availability, and data-driven performance insights, boosting uptime and patient confidence.

8) How does data-driven decision making improve procurement outcomes
Analytics on usage, maintenance history, and performance supports smarter buying, lower waste, and clearer ROI for every equipment decision.

Conversion Funnel: From Awareness To Action In Digital Healthcare Procurement

Healthcare leaders who are just beginning to explore global medical equipment online platforms should first focus on understanding their current procurement pain points, such as fragmented vendor management, slow approvals, or lack of spend visibility. By mapping these challenges to platform capabilities like centralized catalogs, automated purchase‑to‑pay workflows, and analytics dashboards, organizations can articulate a clear business case for digital transformation in procurement.

Once the strategic case is established, stakeholders across supply chain, clinical leadership, finance, and IT should collaboratively define requirements, including integration needs, data governance practices, and change management plans. Piloting a platform in a limited set of categories or facilities allows teams to refine workflows, demonstrate early wins, and build broader support. Transparent communication around benefits for clinicians and staff is critical to drive adoption and ensure that the platform becomes a trusted tool rather than a perceived administrative burden.

For organizations ready to act, the next step is to develop a multi‑year roadmap that aligns procurement digitization with broader health system priorities such as value‑based care, service line growth, and sustainability. By continuously iterating on data‑driven insights from the platform, healthcare providers can transform medical equipment procurement from a reactive, transactional function into a strategic lever that supports quality, efficiency, resilience, and innovation across the entire continuum of care.

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TERMS AND CONDITIONS 

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

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

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

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

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

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

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

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

        8.  MRP’S WARRANTIES, IF ANY.

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

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

(c) Limited Warranties, If Any.

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

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

(e) Notice and Inspection. The limited warranties contained in this Section 8 are made on condition that immediate written notice of any noncompliance with the Equipment’s and/or the Service’s warranty be given to MRP, and provided that MRP’s inspection reveals that Buyer’s claim is valid under the terms of such warranty.

        9.  DISCLAIMERS; NO OTHER WARRANTY. EXCEPT TO THE EXTENT AS PROVIDED IN SECTION 8(c)(i)(D), BUYER ACKNOWLEDGES THAT MRP IS NOT BOUND BY ANY WARRANTY THAT MAY BE SET FORTH IN A MANUFACTURER’S WRITTEN MATERIALS THAT WOULD HAVE APPLIED HAD BUYER PURCHASED THE EQUIPMENT DIRECTLY FROM THE MANUFACTURER IN ITS UNUSED STATE. BUYER ACKNOWLEDGES THAT BUYER HAS NOT RELIED UPON ANY WARRANTY OTHER THAN AS SET FORTH IN THIS AGREEMENT. IN ADDITION, BUYER ALSO HEREBY ACKNOWLEDGES AND AGREES THAT ANY ORAL OR WRITTEN STATEMENTS CONCERNING USE AND REGULATION OF MEDICAL DEVICES SOLD BY MRP ARE AND SHALL BE CONSTRUED AS FOR INFORMATIONAL PURPOSES ONLY AND WITHOUT WARRANTY OR ASSURANCE BY MRP AS TO THEIR ACCURACY OR VALIDITY. MRP ALSO HEREBY DISCLAIMS ANY AND ALL WARRANTIES REGARDING OTHER MEDICAL CARE OR HELP, INCLUDING THE SELECTION OF AESTHETIC AND MEDICAL PROCEDURES AND PRODUCTS FOR, OR CARE OF, PATIENTS. THE LIMITED WARRANTIES OF THIS AGREEMENT, IF APPLICABLE TO ANY EQUIPMENT OR SERVICE FURNISHED UNDER THIS AGREEMENT, CONSTITUTE THE ONLY WARRANTIES MADE WITH RESPECT TO THE EQUIPMENT AND/OR SERVICE AND ANY DEFECT, DEFICIENCY OR NONCONFORMITY. TO THE EXTENT PERMITTED BY LAW, SUCH WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

        10.  LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL MRP BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES, ARISING FROM, RELATED TO OR CAUSED, DIRECTLY OR INDIRECTLY, WHETHER FORESEEABLE OR NOT, BY THE EQUIPMENT AND/OR THE SERVICES, THE USE OR INABILITY TO USE THE EQUIPMENT, THE RESULTS GENERATED FROM THE EQUIPMENT AND/OR THE SERVICES, THIS AGREEMENT, ANY OTHER ACT OR OMISSION OF MRP, OR BASED UPON ANY OTHER LEGAL THEORY. IN NO EVENT SHALL MRP BE LIABLE FOR ANY LOSSES OF REVENUE, USE, BUSINESS OPPORTUNITY, PROFIT, SAVINGS OR ANY OTHER DAMAGES DUE TO ANY CAUSE WHATSOEVER, EVEN IF MRP OR ITS AGENTS HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THE FOREGOING IS A SEPARATE, ESSENTIAL TERM OF THIS AGREEMENT, AND SHALL BE EFFECTIVE UPON THE FAILURE OF ANY REMEDY, EXCLUSIVE OR NOT. IN NO EVENT WILL MRP’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE PURCHASE PRICE ACTUALLY PAID TO MRP BY BUYER FOR THE EQUIPMENT AND/OR THE SERVICES GIVING RISE TO THE CLAIM FOR WHICH DAMAGES ARE BEING SOUGHT. NO SUIT OR ACTION MAY BE BROUGHT BY BUYER, ITS SHAREHOLDERS, DIRECTORS, MANAGERS, EMPLOYEES OR AGENTS FOR ANY BREACH OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. IT IS AGREED THAT MRP’S LIABILITY IS SO LIMITED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY EQUIPMENT IN THE PRACTICE OF ANY PROCESS, WHETHER IN TERMS OF OPERATING COSTS, GENERAL EFFECTIVENESS, SUCCESS OR FAILURE, AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY MRP, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE EQUIPMENT.

        11.  BUYER’S REPRESENTATIONS AND WARRANTIES. Buyer represents and warrants to MRP that: (a) Buyer is duly organized, validly existing, and in good standing in the jurisdiction of Buyer’s formation; (b) Buyer is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required; (c) Buyer has the full right, power, and authority to enter into this Agreement and to perform Buyer’s obligations under this Agreement; (d) the execution of this Agreement by the person whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of Buyer; (e) when executed and delivered by each of MRP and Buyer, this Agreement will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms; (f) Buyer is in compliance with all applicable laws relating to this Agreement, the Equipment and the operation of Buyer’s business; (g) Buyer is not insolvent and is paying all of its debts as they become due; and (h) all financial information that Buyer has provided to MRP is true and accurate and fairly represents Buyer’s financial condition.

        12. PROPRIETARY RIGHTS.

(a) Ownership. No sale shall be construed as granting to Buyer any license or other right in, or to, any of MRP’s (i) patents; (ii) trademarks; (iii) internet domain names, whether or not trademarks, registered by any authorized private registrar or governmental authority, web addresses, web pages, websites and URLs; (iv) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, technical data, data files, and databases and other specifications and documentation; (v) trade secrets; (vi) environmental or other testing applicable to the Equipment and/or the Services; and (vii) industrial and other intellectual property rights, and all rights, interests, and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the laws of any jurisdiction throughout in any part of the world (collectively, the “Intellectual Property Rights”).

(b) Prohibited Acts. Buyer shall not (i) take any action that might interfere with any of MRP’s rights in or to Intellectual Property Rights, including MRP’s ownership or exercise thereof; (ii) challenge any right, title, or interest of MRP in or to the Intellectual Property Rights; (iii) make any claim or take any action adverse to MRP’s ownership of the Intellectual Property Rights; (iv) register or apply for registrations, anywhere in the world, for MRP’s trademarks or any other trademark that is similar to MRP’s trademarks or that incorporates MRP’s trademarks in whole or in confusingly similar part; (v) use any mark, anywhere that is confusingly

similar to MRP’s trademarks in whole or in confusingly similar part; (vi) engage in any action that tends to disparage, dilute the value of or reflect negatively on the Equipment and/or the Services or any of MRP’s trademarks; (vii) misappropriate any of MRP’s trademarks for use as a domain name without prior written consent from MRP; or (viii) alter, obscure or remove any of MRP’s trademarks, or trademark or copyright notices or any other proprietary rights notices placed on the

Equipment, marketing materials or other materials that MRP may provide.

        13.  CONFIDENTIAL INFORMATION. Without the prior written consent of MRP,Buyer, directly or indirectly, shall not disclose (and will direct its directors, shareholders, employees and agents not to disclose) any Confidential Information. The term “Confidential Information” means any information of or relating to MRP or the Equipment and/or the Services not generally known to the public (other than as a result of disclosure in violation of this Agreement) in spoken, printed, electronic or any other form or medium, including, but not limited to, business processes, practices, methods, policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts, transactions, potential transactions, know-how, trade secrets, databases, manuals, records, supplier information, financial information, accounting information, legal information, marketing information, pricing information, payroll information, personnel information, and supplier lists.

        14.  NON-SOLICITATION. Buyer agrees not to solicit or hire any personnel of MRP involved with the delivery of the Services during the provision of such Services and for twelve (12) months after the completion of such Services; provided, however, that Buyer may hire individuals employed by MRP who, without other solicitation, respond to advertisements or solicitations aimed at the general public.

        15.  EQUITABLE REMEDIES. Buyer acknowledges and agrees that (a) a breach or threatened breach by Buyer of any of its obligations under Sections 13 or 14 would give rise to irreparable harm to MRP for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by Buyer of any such obligations, MRP shall, in addition to any and all other rights and remedies that may be available to MRP at law, at equity, or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy. Buyer agrees that Buyer will not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of this Section 15.

        16.  INDEMNIFICATION. Buyer agrees to indemnify, defend and hold harmless MRP and its directors, shareholders, employees and agents (collectively, “MRP Indemnitees”) against any liability, damage, loss or expense incurred by or imposed in connection with any claims, suits, actions, demands or judgments arising out of (a) any breach or non-fulfillment of any representation, warranty or covenant set forth in this Agreement by Buyer or its directors, managers, employees or agents (collectively, “Buyer’s Agents”); (b) any negligent act or omission or willful misconduct of Buyer or Buyer’s Agents in connection with this Agreement; (c) any bodily injury, death of any person or damage to real or tangible personal property caused by Buyer or Buyer’s Agents, including the use of unauthorized parts in or service of the Equipment; (d) any failure by Buyer or Buyer’s Agents to comply with any applicable laws; (e) any fraud or other intentional acts by Buyer or Buyer’s Agents; and (f) the use or operation of the Equipment, including, without limitation, any medical and/or surgical procedures performed by Buyer, and any of Buyer’s Agents, using the Equipment unless said damages are determined by a court of competence jurisdiction to be solely by the gross negligence of MRP or solely as result of a breach by MRP of the limited warranties contained herein.

        17.  DEFAULTS; REMEDIES. Notwithstanding anything herein to the contrary, should Buyer fail to pay for the order or any other amount, in whole or in part, when due or perform its other obligations under this Agreement or as otherwise mutually agreed in writing between Buyer and MRP (each, a “Default”), then MRP may take any and all actions available under law or equity to collect said amounts with a ten (10) day prior written notice, including, but not limited to, enforcing its security interest, accelerating the payment of and declaring immediately due and payable any unpaid balance of the order, referral to outside collection agencies and/or commencement of legal action. MRP’s rights shall be cumulative, and it shall not be required to have attempted to realize upon to the Equipment before taking any other collection actions. MRP may require that Buyer assemble and return any or all of the Equipment to MRP and, in the event Buyer fails to return such Equipment peaceably, enter upon the premises where such Equipment is located, with or without legal process, and repossess such Equipment. Upon a Default, Buyer agrees to pay upon MRP’s demand: (i) all costs and expenses incurred by MRP or its assignee in connection with the enforcement of any remedies, including all expenses incurred in connection with the return, sale, release or other disposition of the Equipment, including attorneys’ fees and other costs incurred by MRP or its assignee in enforcing or defending its rights and remedies under this Agreement and any other written agreement between Buyer and MRP.

        18.  COMPLIANCE WITH LAWS. Buyer shall (a) carry out the transactions contemplated by this sale and deal with the Equipment in conformity with all applicable laws, rules and regulations of all government authorities, including, without limitation, export laws, (b) obtain all permits and licenses required in connection with the purchase, shipment, installation or use of the Equipment, and (c) be solely responsible to fully understand and comply with laws, rules and regulations. Any information provided is as a convenience only.

        19.  FURTHER ASSURANCES. Upon MRP’s reasonable request, Buyer shall, at its sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, necessary to give full effect to this Agreement.

        20.  ASSIGNMENT; SUCCESSORS AND ASSIGNS. Buyer cannot delegate any duties nor assign any rights or claims under this Agreement without MRP’s prior written consent, and any such attempt or assignment shall be void. In the event that Buyer finances its acquisition of any Equipment with a third party, Buyer may direct MRP to transfer title of such Equipment to such third-party financing company, with all remaining terms and conditions of this Agreement remaining in full force and effect. This Agreement is binding on and inures to the benefit of the parties to this Agreement and their respective permitted successors and permitted assigns.

        21.  NO THIRD-PARTY BENEFICIARIES. Subject to Section 16, this Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

        22.  GOVERNING LAW; VENUE. The application of the UN Convention on Contracts for the International Sale of Goods is expressly excluded. The parties agree that any and all claims, demands, disagreements, controversies or disputes arising out of or relating to this Agreement and any agreement or document delivered in connection herewith (collectively, “Claims”) shall be governed by and construed in accordance with the laws of the State of Utah and adjudicated exclusively in the state and federal courts located in or nearest to Summit County, Utah, which courts shall have the sole and exclusive jurisdiction and venue for adjudication of all Claims. The parties hereby agree upon, consent and stipulate to the jurisdiction and venue of the aforementioned courts for the adjudication of all Claims, to the exclusion of all other courts, forums and venues whatsoever.

        23.  NON-DISPARAGEMENT. Buyer shall not disparage MRP or MRP’s trademarks, websites, products or services, or display any such items in a derogatory or negative manner on any website or in any public forum or press release.

        24.  NOTICES. Any notice, demand, or communication required, permitted or desired to be given hereunder shall be deemed effectively given when personally delivered, when sent by electronic means, when received by overnight courier, or when mailed by prepaid, certified or registered mail, return receipt requested, addressed to the other party at its address set forth on the Quote or to such other address that the receiving party may designate from time to time in accordance with this Section 25.

        25.  PUBLIC ANNOUNCEMENTS. Unless otherwise stated herein, neither party shall issue a press release or otherwise advertise, make a public statement or disclose to any third-party information pertaining to the relationship arising under this Agreement, the existence or terms of this Agreement, the underlying transactions between MRP and Buyer or agent for Buyer or refer to the other party in relation to this Agreement without the other party’s prior written approval.

        26.  ENTIRE AGREEMENT; ADDITIONAL OR INCONSISTENT TERMS. Subject to Section 32, this Agreement constitutes the sole and entire agreement between the parties hereto relating to the subject matter hereof, and any unincorporated representation, affirmation of fact, course of prior dealings, promise or condition in connection therewith, or usage of the trade, shall not be binding on either party. Terms and conditions set forth which differ from, conflict with or are not included in this Agreement shall not be part of any agreement between MRP and Buyer unless both parties specifically accept such terms and conditions in writing.

        27.  WAIVER. No waiver under this Agreement is effective unless it is in writing and signed by the party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated and does not operate as a waiver on any future occasion. None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege or condition arising from this Agreement: any failure or delay in exercising any right, remedy, power or privilege or in enforcing any condition under this Agreement; or any act, omission or course of dealing between the parties.

        28.  SURVIVAL. Subject to the limitations and other provisions of this Agreement, the representations and warranties of Buyer contained herein shall survive the expiration or earlier termination of this Agreement for a period of twelve (12) months after such expiration o termination and (b) this Section 29 and Sections 10, 12, 13, 14, 15, 16, 17, 21, 22, 23, 24, 26, and 32 of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Agreement. All other provisions of this Agreement shall not survive the expiration or earlier termination of this Agreement.

        29.  RELATIONSHIP OF PARTIES. Nothing in this Agreement creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the parties. Neither party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement or undertaking with any third party.

        30.  HEADINGS. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

        31.  ORDER OF PRECEDENCE. In the event of conflict between the Quote, a written agreement by MRP, and these Terms, the order of priority shall be: (1) the written

agreement by MRP, if only if executed by an MRP Officer, (2) the Quote and (3) these Terms, and only to the extent of the direct conflict. Notwithstanding the foregoing, MRP shall not be bound by, and specifically objects to, any terms, conditions or other provisions, both written and oral, which are different from, in addition to or inconsistent with the provisions of this Agreement which are set forth in any purchase order, receipt, acceptance, confirmation, correspondence or otherwise of, or by, Buyer. Fulfillment of Buyer’s order shall not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend the terms and conditions contained herein.

        32.  SEVERABILITY. If any part of this Agreement is held to be void, illegal or unenforceable, then it shall be deemed to be severed from this Agreement and the remaining provisions shall continue in full force and effect; provided, however, that if any fundamental term or provision of this Agreement is held to be void, illegal or unenforceable, the remainder of this Agreement shall be unenforceable. Upon a determination that any term or provision is void, illegal or unenforceable, the parties shall negotiate in good faith to modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.