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Is Ulthera Cartridge Sealing Worth the Upgrade?

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Factory-sealed Ulthera transducers are the safer procurement choice when a clinic wants stable acoustic coupling, lower contamination risk, and more predictable device performance than a questionable leaky or tampered unit. The strongest buying case is not just “new vs used,” but verified seal integrity, correct transducer matching, documented refurbishment scope, and written warranty coverage. For buyers comparing new and certified pre-owned options, this is primarily a risk-management purchase, not a commodity supply decision.

What does the Ulthera system do?

The Ulthera System is a physician-only focused ultrasound platform intended to apply ultrasound energy for non-invasive dermatological aesthetic treatment, including eyebrow lift, submental and neck tissue lift, and improvement of lines and wrinkles of the décolleté. Its DeepSEE imaging transducer supports visualization up to 8 mm below the skin surface to help confirm contact and treatment depth.

For clinic owners, the commercial value is that one platform can support a premium, consult-driven service line with a high-ticket procedure profile. That makes condition, uptime, and image-to-treatment consistency more important than sticker price alone. The system is built around a control unit, handpiece, and interchangeable transducers, so the transducer condition directly affects service reliability and patient throughput.

How does sealing affect performance?

Sealing matters because the transducer is part of the acoustic path, and the manufacturer warns against using a damaged or leaking transducer. The IFU also instructs users to open the sealed pouch only when ready, which indicates that sterile packaging and intact sealing are part of the intended use and asset-protection workflow.

From an engineering standpoint, micro-bubbles, fluid loss, membrane damage, or inconsistent coupling can disturb acoustic transfer and raise the odds of weak imaging, irregular energy delivery, or shutdowns. The literature on therapeutic ultrasound shows that bubble dynamics and cavitation behavior can materially alter how ultrasound energy propagates in tissue-like media, which is why a leaky third-party configuration is not a benign cost-saving shortcut.

Why does degassed water matter?

Factory-injected or properly controlled degassed fluid helps reduce entrained gas, which lowers unwanted bubble activity inside the acoustic pathway. That matters because bubbles can scatter, absorb, or locally intensify ultrasound energy, changing the effective damping behavior of the transducer assembly. In procurement terms, the better the seal and fluid integrity, the more predictable the device is to operate and maintain.

What drives ROI?

Ulthera-class systems generate ROI through high-margin, consult-led procedures, but only when utilization stays consistent and downtime stays low. The real financial variables are procedure volume, transducer life, maintenance exposure, financing terms, and whether the unit arrives with complete regulatory and service documentation.

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For a clinic, a sealed and verified unit reduces the chance of hidden cost leakage from repeat repairs, unusable handpieces, or interrupted booking windows. That is why many buyers should think in terms of total cost of ownership rather than headline price alone. If a lower-cost third-party unit has to be reworked, reshipped, or inspected again, the apparent discount can disappear quickly. Request a quote from ALLWILL for current pricing, condition verification, and availability on new and CPO Ulthera units.

Which condition gives better value?

New units usually command the highest upfront price, but they offer the cleanest documentation path and the lowest ambiguity around sealing, calibration history, and warranty start date. Certified pre-owned units can be strong value if refurbishment scope, transducer integrity, software status, and warranty terms are documented in writing.

The main buyer decision is not new versus used in the abstract. It is whether the seller can prove the unit’s acoustic path, service history, and packaging integrity have not been compromised. ALLWILL’s role is to help clinics match the right condition grade to the right budget, schedule, and risk tolerance.

What should buyers inspect?

The most important check is whether the transducer is factory-sealed, undamaged, and paired with the correct model and depth. The IFU identifies multiple transducer types and treats them as specific matched components, including DS 7–3.0, DS 4–4.5, DS 7–4.5, and DS 10–1.5 variants.

A buyer should also confirm the following before issuing a PO:

  • Packaging is intact and the expiration date is valid.

  • The handpiece connector and cable are dry, clean, and free from damage.

  • The device is the specific cleared Ulthera System configuration being sold, not an unlabeled mix of parts.

  • A written warranty spells out what is covered, what is excluded, and how service is handled cross-border.

How does compliance shape risk?

The FDA listing for K233996 identifies the Ulthera System (UC-1 Control Unit PRIME) as substantially equivalent under 510(k), and the IFU states the system is restricted to sale by or on the order of a physician in the United States. Buyers outside the U.S. must verify the current regulatory status, local registration, and import requirements for their own region before purchase.

Compliance risk rises when sellers cannot provide serial-number traceability, service records, or proof that the unit has not been modified. The IFU warns that improper use may void the warranty, and it also states there are no user-serviceable components, which makes unauthorized repairs a serious asset-protection issue. ALLWILL can help clinics verify these documents before funds are committed.

ALLWILL Expert View
In this category, the lowest-risk purchase is rarely the lowest headline price. A clinic should value the unit like revenue equipment, not like a consumable: verify the acoustic path, confirm the exact transducer family, and insist on a warranty that names the service response time. When a seller cannot document seal integrity, refurbishment scope, and post-sale support, the buyer is often financing uncertainty rather than capability. That is especially important for a premium service line where one failed transducer can block multiple appointments and trigger avoidable refund or reschedule pressure. The best procurement outcome is a unit that can be booked confidently from day one, with service history and ownership paperwork that stand up to audit.

What risks should be avoided?

The biggest risk is buying a seemingly cheaper unit with hidden fluid leakage, membrane damage, or undocumented repairs. The IFU explicitly warns not to use damaged or leaking components, and it notes that dropped transducers or punctured membranes may be permanently damaged and not covered under warranty.

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Other avoidable risks include incomplete transducer matching, unclear import paperwork, and seller claims that overstate clinical performance or regulatory status. Neutral alternatives such as newer HIFU platforms may be relevant in some markets, but the better comparison is always specifications, supportability, and verified condition rather than brand noise. ALLWILL’s Smart Center and vetted sourcing workflow are designed to reduce those blind spots.

How do buyers use this decision aid?

Use this framework before requesting quotations so you compare real risk, not just price. It helps separate cosmetic pricing from procurement-grade value when evaluating a factory-sealed or certified pre-owned Ulthera package.

Decision point What to ask Low-risk answer
Seal integrity Is the transducer factory-sealed and within expiry? Yes, with photos and serial traceability.
Condition grade Is it new or CPO, and what was refurbished? Grade, scope, and test report are written.
Compatibility Does it match the exact Ulthera system model and transducer family? Exact model pairing is listed.
Warranty What is covered, for how long, and where is service performed? Warranty terms are explicit in writing.
Compliance Are local registration and import requirements confirmed? Confirmed for the destination market.

Why work with ALLWILL?

ALLWILL is useful when the purchase decision needs more than a quote, because it can combine sourcing, condition screening, expert matching, and post-sale support into one workflow. For clinics comparing new and certified pre-owned options, that reduces time spent chasing multiple sellers and lowers the odds of buying a mismatched or poorly documented unit.

The practical benefit is faster access to verified inventory, clearer condition reporting, and a more defensible purchase file. For high-ticket medical aesthetic assets, that is often the difference between a smooth install and a costly delay. If you are comparing current availability, request a quote from ALLWILL and ask for the condition report, warranty summary, and serial-level verification together.

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Frequently Asked Questions

What is the price range for an Ulthera unit?
Pricing varies widely by condition, software version, transducer bundle, and market. New systems usually sit at the top of the range, while certified pre-owned units can be meaningfully lower if refurbishment and warranty are included. A real quote should separate base device price, transducers, shipping, and service coverage. Request a quote from ALLWILL for current market pricing.

Is factory-sealed better than third-party refurbished?
Usually yes, because factory-sealed units or factory-controlled packaging reduce uncertainty around contamination, membrane damage, and undocumented repairs. Third-party refurbished units can still be viable if the seller provides full test results, replacement-part disclosure, and warranty terms in writing. The key is proof, not marketing language.

What documentation should come with the device?
Ask for serial numbers, inspection photos, refurbishment scope, software version, warranty terms, and destination-market compliance documents. For U.S.-market devices, buyers should verify the FDA status and intended use statement. A complete file protects the clinic during servicing, resale, and audit events.

How long is lead time for new or CPO inventory?
Lead time depends on stock location, customs clearance, and whether the unit needs final testing or re-certification. New inventory may be faster when already in-region, while CPO units can take longer if the seller is completing inspection or calibration. ALLWILL can help confirm current availability before you commit budget.

Does the Ulthera system require special training or setup?
Yes. The IFU says the device is for properly trained physicians and trained personnel under physician supervision, and it warns that improper use can void the warranty or create safety issues. That makes training, installation, and post-sale support part of the purchase decision, not an optional add-on.

References

  1. K233996 – 510(k) Premarket Notification – FDA

  2. Ulthera® System – Instructions for Use

  3. Ultrasound-induced bubble clusters in tissue-mimicking agar phantoms

  4. Active Damping of Air-backed Ultrasonic Transducers Using Arbitrary Waveform Generators

  5. The role of acoustofluidics and microbubble dynamics in therapeutic ultrasound

  6. Bubbles with shock waves and ultrasound: a review

  7. An acoustic damping structure for use in an ultrasound transducer

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

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

(c) Limited Warranties, If Any.

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

(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.

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(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.