Knowledge

How the Medical Device Industry Is Transforming B2B Medical Aesthetics

Posted on by Dr. Jacklove

The medical device industry is transforming B2B medical aesthetics by shifting from single-vendor equipment purchases to brand-agnostic ecosystems that support device sourcing, certified refurbishment, and third-party biomedical service across multiple manufacturers. This transformation addresses the practical challenges clinic owners face when managing capital expenditure for expensive aesthetic equipment while avoiding restrictive OEM service contracts and punitive recertification fees.

For medspa owners, dermatology clinic procurement directors, and aesthetic practice managers, this shift means access to precision-refurbished devices, vetted technician networks, and trade-up programs that allow technology upgrades without locking into costly original manufacturer agreements. The global medical aesthetic devices market is projected to reach $37.9 billion by 2029, growing at a CAGR of 11.3% from 2024 to 2029, which intensifies competition and pressures clinics to optimize equipment ROI.

The Capital Expenditure Problem That Drove Industry Transformation

Traditional B2B medical aesthetics procurement followed a predictable pattern: a clinic purchased a new laser or energy-based device from an OEM, signed a mandatory service contract, and accepted that upgrades would require another full-price purchase while the old equipment faced steep recertification fees if sold or serviced externally.

This model created several operational frictions that became increasingly painful as clinic margins tightened:

Mandatory OEM Service Contracts
Original equipment manufacturers often require service contracts as a condition of warranty coverage. When a clinic lets the contract lapse or seeks third-party repair, the OEM may refuse to sell replacement parts without first charging recertification fees that can reach $25,000–$40,000 before any components are released.

Punitive Recertification Penalties
Practices attempting to sell or transfer equipment face manufacturer-imposed recertification requirements that make secondary market transactions difficult. These fees are often non-negotiable and must be paid before parts or service materials become available.

Technology Obsolescence Without Trade-Up Options
Aesthetic technology advances rapidly, but clinicscommitted to single-vendor ecosystems must purchase new equipment at full price to access newer platforms. There is no structured pathway to exchange older devices for credit toward latest technology.

The transformation underway introduces alternatives that address these pain points through brand-agnostic consultations, certified refurbishment facilities, and structured trade-up programs.

How Third-Party Biomedical Service Is Reshaping Equipment Sourcing

Independent service organizations (ISOs) and third-party biomedical providers now offer infrastructure that was previously unavailable to aesthetic clinics. This infrastructure includes comprehensive processing facilities for device inspection and repair, vendor management systems for technician logistics, and inventory platforms for streamlined device sourcing.

Smart Center Refurbishment Standards
Industry-leading processing facilities dedicated to rigorous device inspection, repair, and certified refurbishment go beyond cosmetic exterior cleaning. The refurbishment process includes internal component verification such as capacitor replacement, power supply testing, optic alignment, and cooling system integrity checks.

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MET Vendor Management Systems
Pioneering vendor management systems connect clinics with fully vetted technicians and trainers who have demonstrated competency across multiple device brands rather than specializing in a single manufacturer. This multi-brand expertise addresses the technician shortage that many clinics face when their OEM service contract expires.

Lasermatch Inventory Platforms
Inventory platforms designed to streamline device sourcing and asset management give clinics visibility into available equipment matching their technical specifications and budget constraints. This reduces the time spent searching for certified pre-owned devices through peer-to-peer marketplaces where quality verification is inconsistent.

These ecosystem components work together to create an alternative procurement pathway that competes with traditional OEM direct sales.

Acquisition Model Upfront Cost Service Flexibility Technology Access Recertification Risk
New OEM Device $80,000–$150,000 Low (mandatory contracts) Locked to vendor High (mandatory fees)
Peer-to-Peer Used $30,000–$60,000 Medium (unverified parts) Unpredictable Very High (no warranty)
Certified Refurbished with Trade-Up $40,000–$80,000 High (third-party support) Structured upgrade path Low (vetted facilities)

This comparison reflects typical scenarios for mid-volume aesthetic clinics operating 15–25 treatments per week.

Operational Realities That Validate the Transformation

High-volume medspas and regional aesthetic chains experience daily operational pressures that make the transformation particularly relevant.

Patient Scheduling Pressure During Peak Seasons
When a laser breaks down during summer booking peaks, waiting weeks for OEM service approval costs revenue that cannot be recovered. Clinics with access to third-party technicians who can respond within days maintain treatment schedules and patient satisfaction.

Multi-Platform Device Configurations
Modern clinics rarely rely on a single modality. A practice might operate lasers from different manufacturers for skin resurfacing, body contouring platforms from another vendor, and injectables from yet another source. Managing service contracts across multiple OEMs multiplies administrative burden and costs.

Staff Turnover and Training Gaps
When experienced laser technicians leave, clinics must train new staff on equipment operation and safety protocols. Ecosystems that provide education, training, and certification support reduce the learning curve and complication risks associated with inexperienced operators.

These operational realities explain why clinic procurement decisions increasingly prioritize flexibility and support infrastructure over brand prestige alone.

The Failure Points That Still Threaten Clinic Equipment Investments

The transformation does not eliminate all risks, and clinics adopting third-party solutions must understand the limitations.

Uncertified Refurbishment Creates Hidden Downtime
Buying a “refurbished” device from an unvetted broker does not guarantee proper biomedical inspection. Exterior cosmetic cleaning is not equivalent to internal component replacement and calibration. Devices skipping capacitor testing, optic alignment verification, or cooling system integrity checks may fail within months, causing lost revenue during peak treatment seasons.

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Overestimating Handpiece Lifespan
Aesthetic handpieces have rated shot counts, often 500,000–1,000,000 shots depending on technology. Using a handpiece past its rated count degrades energy delivery, resulting in poor patient outcomes. Multi-brand compatible suppliers must provide transparent shot count documentation; brokers who withhold this information create hidden liability.

Ignoring Local Technician Availability
A third-party provider may claim national coverage but lack consistent technician quality in specific regions. A clinic in a rural area might experience 2–3 weeks of downtime during a minor breakdown if local technician coverage is thin, even if the provider has strong service in major metropolitan areas.

Skipping Routine Calibration After Third-Party Service
Treating a third-party refurbished device as maintenance-free is a critical error. All aesthetic lasers and energy-based devices require daily power checks, weekly calibration verification, and quarterly preventive maintenance regardless of who performed the initial refurbishment. Skipping these routines voids warranties and increases complication rates.

Software Licensing and Transfer Rights
Some OEM devices tie software licenses to the original purchaser or require transfer fees when equipment changes hands. Clinics must verify that refurbished devices include valid, transferable software licenses before purchase, otherwise the device may become hardware-only locked out of critical treatment parameters.

When the Transformed B2B Model Aligns With Your Practice

The transformed B2B medical aesthetics model suits specific clinic profiles better than others.

Best-Fit Scenarios

Clinic Situation Why the Transformed Model Works
Independent clinics seeking brand-agnostic equipment advice Removes vendor bias; focuses on clinical needs and budget
Expanding medspas avoiding restrictive contracts Enables multi-modality growth without single-vendor lock-in
Practices with existing mixed-device fleets Supports unified service and accessory sourcing across brands
Clinics calculating cost-per-treatment ROI Lowers cumulative service fees and recertification burdens
Regional chains standardizing equipment across locations Centralizes procurement and technician management

When OEM Direct Purchase Still Makes Sense

  • New practices with ample capital ($200,000+ for core equipment) who prioritize brand-new warranties and manufacturer support

  • Facilities treating high-risk patient populations requiring OEM-certified technicians for malpractice insurance compliance

  • Practices where medical director policies mandate exclusive OEM service contracts for liability protection

  • Clinics where brand reputation is a primary marketing differentiator for patient acquisition

Biomedical Standards That Define Legitimate Transformation

Not all third-party providers deliver equivalent quality. Clinics evaluating transformed B2B options should verify these operational standards.

ISO 13485:2016 Quality Management Certification
This internationally recognized standard for medical device quality management systems indicates the provider follows documented processes for inspection, testing, and documentation.

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Documented Service Reports Within 5 Business Days
Adequate documentation determines exactly what work was performed. Providers should deliver detailed service reports within 5 business days of completion, including root cause analysis for equipment-related incidents.

Clear Contract Terms With No-Fault Termination Options
Industry practice includes 60- to 90-day notice periods allowing both parties to end relationships that no longer meet needs. Contracts should explicitly define repair part versus consumable part classifications to avoid disputes over coverage.

Global Technical Support Infrastructure
The world’s largest third-party biomedical service facilities can deliver reliable global support across multiple regions, which matters for clinics with multi-location operations or international expansion plans.

Frequently Asked Questions

How does the transformed B2B medical aesthetics model differ from traditional OEM purchasing?
The transformed model offers brand-agnostic consultations, certified refurbished devices, third-party biomedical service, and structured trade-up programs that allow technology upgrades without costly OEM service contracts or punitive recertification penalties. Traditional OEM purchasing locks clinics into single-vendor ecosystems with mandatory service contracts.

What should I verify before purchasing a certified refurbished aesthetic device?
Request documentation showing capacitor testing, optic alignment verification, power supply calibration records, and cooling system integrity checks. ISO 13485-certified refurbishment facilities provide detailed service reports. Avoid brokers who cannot provide shot count documentation or inspection records.

Can third-party technicians service my OEM equipment without voiding warranties?
This depends on whether the device is still under the original manufacturer’s warranty period. Many OEMs void warranties if non-OEM technicians perform service, but third-party refurbished devices purchased outside OEM channels typically operate under third-party warranty terms instead.

What is the typical lifetime of a certified refurbished aesthetic device?
Device lifetime varies based on usage patterns, maintenance practices, and daily treatment volumes. Most aesthetic devices last 5–8 years with proper preventive maintenance. Operational performance remains contingent on ongoing preventive maintenance and certified technician support.

Who should avoid the transformed B2B model and stick with direct OEM purchasing?
New practices with ample capital who prioritize brand-new warranties, facilities treating high-risk populations requiring OEM-certified technicians for insurance compliance, and practices where medical director policies mandate exclusive OEM service contracts should consider direct OEM routes. The transformed model suits clinics prioritizing flexibility and cost optimization.

References

  1. ULTHERA DS 7-4.5 Ultherapy Transducer Anchors ALLWILL’s New Global Supply Initiative

  2. Full Lifecycle Medical Device Management: Transforming Efficiency and Trust in Medical Aesthetics

  3. Global Medical Aesthetic Devices Market to Reach $37.9 Billion by 2029

  4. What to ask before signing a third-party medical equipment service contract

  5. Used Aesthetic Device: A Comprehensive Guide for Smart Purchases

Dr. Jacklove

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        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.

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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.