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MegaFill Micronized Matrix: Biocompatibility and Safety Price Guide

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MegaFill is a proteoglycan-preserved, micronized human tissue matrix designed to minimize chronic mucosal inflammation and provide biocompatible soft-tissue volume with preserved collagen and elastin architecture. For aesthetic clinics evaluating the safest injectable tissue brands, MegaFill’s native matrix preservation and sterile, non–cross-linking profile offer a higher safety margin than synthetic or low-grade fillers that are more likely to trigger granulomatous and hypersensitivity reactions.

What MegaFill Does and Ideal Clinic Profile

MegaFill is an injectable, micronized human tissue filler produced from donated human dermal tissue that has been processed to remove cellular components while preserving native collagen, elastin, and proteoglycan-rich extracellular matrix. The resulting matrix can be suspended and injected into soft tissues, providing volume support and a biomimetic scaffold for host cell integration in indicated applications.

Clinically, MegaFill is positioned for practitioners seeking tissue-based augmentation or reinforcement where mucosal or submucosal integration and long-term biocompatibility are critical—such as perioral, oral, oropharyngeal, or other mucosal-adjacent regions. It is best suited to advanced aesthetic clinics, medspas working closely with dermatologists or oral-maxillofacial specialists, and surgical centers that treat complex contour irregularities and high-risk regions where chronic mucosal inflammation would be particularly problematic.

Core Analysis: Chronic Mucosal Inflammation from Synthetic and Low-Grade Fillers

Many synthetic or low-grade fillers (e.g., permanent silicone, non-degradable polymers, or poorly characterized particulates) can persist within mucosal tissues and provoke chronic foreign-body reactions. Histopathologic studies show that such materials can lead to granulomatous inflammation, fibrotic nodules, and recurrent swelling, particularly when injected into dynamic mucosal regions such as the lips and oral vestibule.

Inflammatory and immune-mediated adverse reactions to dermal fillers are often driven by impurities, manufacturing residues, or non-physiologic material properties that disrupt tissue homeostasis. Biofilm formation, hypersensitivity to filler components, and micro-particulate contamination from equipment or packaging have all been implicated in delayed nodules and chronic inflammatory lumps in orofacial tissues.

In mucosal environments, chronic low-grade inflammation can manifest as persistent tenderness, erythema, recurrent “lumps and bumps”, or misdiagnosed salivary lesions, complicating differential diagnosis and patient management. These reactions may require surgical excision, prolonged corticosteroid therapy, or repeat drainage procedures, increasing risk, cost, and reputational burden for clinics delivering cosmetic filler services.

From a regulatory and biocompatibility perspective, synthetic fillers that lack robust proteoglycan-friendly matrix integration or comprehensive ISO 10993-based evaluation for mucosal contact represent a higher-risk category for chronic inflammation. Procurement teams must examine cellular clearance baselines, cross-linking chemistries, and impurity control instead of assuming that “FDA cleared for soft-tissue augmentation” equates to optimal mucosal biocompatibility for all use cases.

Mid-article decision step: At this point in your evaluation, consider requesting a quote from ALLWILL for MegaFill and comparable tissue-based injectables, including current pricing, biocompatibility summaries, and manufacturing impurity-control documentation relevant to mucosal use.

Revenue and Operational Impact of Safer Injectable Tissue Choices

Complications from chronic mucosal inflammation—granulomas, nodules, and hypersensitivity reactions—translate directly into extended follow-up visits, unscheduled procedures, and potential medico-legal exposure. Managing these adverse events erodes profit margins per case and consumes clinical capacity that could otherwise be allocated to revenue-generating treatments.

Adopting proteoglycan-preserved, native-matrix injectables like MegaFill can support smoother post-treatment trajectories and fewer inflammatory sequelae, thereby improving overall treatment efficiency and patient satisfaction. While individual clinical outcomes vary, minimizing adverse-event rates reduces refund risk, lowers the incidence of corrective interventions, and supports higher perceived brand quality for the clinic, which indirectly affects referral and premium-pricing viability.

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From a capital-planning standpoint, the “device” here is the injectable tissue line and its associated sourcing infrastructure—documentation, training, and adverse-event response. Procurement via ALLWILL allows clinics to integrate MegaFill acquisition with broader equipment and consumable planning, bundling it alongside dermal fillers, cannulas, and imaging systems to maximize negotiation leverage and simplify supply-chain oversight.

Differentiated Advantage: Proteoglycan-Preserved Micronized Matrix vs Synthetic Fillers

MegaFill’s differentiating feature is its preservation of native collagen, elastin, and proteoglycans within a micronized matrix format, which more closely mirrors physiologic extracellular environments than purely synthetic gels or particulate fillers. Proteoglycans and their glycosaminoglycans contribute to tissue hydration, viscoelasticity, and cell-signaling niches, making their preservation relevant for softer, more integrated mucosal and submucosal tissue behavior.

Biomaterials that incorporate native or biomimetic proteoglycans better recapitulate tissue-specific GAG profiles and pericellular matrix function, supporting cell adhesion, growth factor binding, and controlled remodeling. In contrast, non-cross-linked but synthetic matrices may lack the nuanced mechanical and biochemical cues that mucosal tissues rely on, while heavily cross-linked fillers can resist physiologic degradation and provoke prolonged foreign-body reactions.

From a biocompatibility metrics standpoint, MegaFill’s non–cross-linking or minimally cross-linked profile (relative to many synthetic fillers) supports progressive tissue integration and controlled resorption rather than permanent, inert implantation. Its sterile matrix compliance, combined with cellular clearance baselines and impurity controls, positions it as a safer option within the “injectable tissue” category when compared with low-grade or poorly characterized filler brands.

Clinics may still use hyaluronic acid or calcium hydroxyapatite fillers for certain indications, but for mucosal-adjacent, complex, or revisional cases, a proteoglycan-preserved tissue matrix like MegaFill provides a differentiated safety narrative that procurement teams can defend to clinical governance committees and insurers.

Practical B2B Decision Aid: Injectable Tissue Safety and Biocompatibility Framework

Because this article centers on biocompatibility and clinical side-effect risk rather than cost or logistics, the most useful decision aid is a tactical safety and biocompatibility framework for injectable tissues.

Injectable Tissue Safety & Biocompatibility Framework

Evaluation Axis What to Check for MegaFill and Alternatives Desired Baseline / Range
Source tissue vs synthetic origin Confirm whether the product is human tissue-derived (e.g., MegaFill) or synthetic / permanent polymer. Native, well-screened tissue for high-risk mucosal applications; clear donor and origin documentation.
Cellular clearance baseline Require evidence of decellularization, DNA quantification, and histology demonstrating removal of immunogenic cells. Low residual DNA levels and absence of intact cells on histology, aligned with tissue-engineering standards.
Proteoglycan and ECM preservation Review data on collagen, elastin, and proteoglycan retention and how micronization affects matrix structure. Preserved ECM architecture and proteoglycan-rich matrix supporting physiologic viscoelastic behavior.
Cross-linking profile Determine whether the filler uses heavy cross-linking, mild modification, or non–cross-linked native matrix. Non-permanent, physiologic degradation profile; limited cross-linking for mucosal environments.
Impurities and manufacturing residues Request data on endotoxin levels, particulate contamination, and residuals from equipment or packaging. Endotoxin and impurity levels below regulatory thresholds; validated aseptic manufacturing.
Inflammatory complication history Review literature and post-market surveillance for granulomas, nodules, and hypersensitivity events. Low incidence of chronic inflammatory nodules, particularly in mucosal and perioral regions.
Regulatory and biocompatibility testing Verify ISO 10993 panel appropriate for injection route and contact duration, plus regulatory clearance status. Completed biocompatibility endpoints with clear risk assessment; current regional registration for intended use.
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Procurement teams can use this framework to benchmark MegaFill against other injectable tissue brands and synthetic fillers before committing to a long-term sourcing relationship. ALLWILL’s Smart Center can help clinics gather and interpret the required documentation when they request a quote for MegaFill or comparable products.

Compliance and Asset-Protection Guardrails

Biocompatibility for injectable tissue matrices must follow a risk-based approach, as emphasized by FDA and ISO 10993 guidance, assessing the final product in its ready-to-use form, including sterilization method and residuals. Clinics should verify that MegaFill or any alternative has undergone testing appropriate to its injection route (e.g., intradermal, submucosal) and contact duration, with clear rationales for any omitted endpoints.

Regulatory clearance—such as FDA 510(k) or CE marking—should be checked for the specific indications and anatomical regions that the clinic intends to treat, recognizing that approvals for general soft-tissue augmentation may not automatically extend to all mucosal applications. Procurement processes should require written confirmation of regulatory status from manufacturers or tissue banks, and buyers should maintain their own records rather than rely solely on distributor claims.

Asset protection includes aligning injectable tissue selection with malpractice coverage, consent processes, and documented complication pathways. Requesting a quote from ALLWILL that includes not just pricing but also regulatory summaries, biocompatibility data, and adverse-event handling recommendations is a pragmatic way to tie safer injectable tissue choices into the clinic’s broader risk-management strategy.

Procurement Risks to Avoid and ALLWILL Expert View

Major procurement risks include choosing fillers based mainly on price or marketing language without verifying impurity controls, cross-linking profiles, or inflammatory complication rates. Another key risk is using synthetic or permanent fillers in mucosal or high-mobility areas where chronic inflammation and nodular reactions are more likely and more difficult to manage.

Clinics should avoid assuming that all “injectable tissue” products are equivalent; MegaFill’s proteoglycan-preserved, micronized matrix and sterile processing differ meaningfully from generic tissue suspensions or synthetic gels. Procurement teams must insist on batch-level documentation, including donor screening, decellularization, impurity thresholds, and post-market surveillance data, especially when adding new injectable lines to their portfolio.

ALLWILL Expert View: Turning Filler Safety into Strategic ROI

In high-volume aesthetic practices, filler complications are often treated as isolated clinical events rather than a systemic procurement issue. Yet the financial impact of managing chronic mucosal inflammation—from diagnostic workups to corrective procedures and reputational repair—is cumulative and substantial. Each granulomatous lip nodule or hypersensitivity reaction can consume multiple appointments, staff time, and medical resources, quietly undermining profitability in a segment that is otherwise perceived as low-risk and high-margin.

A strategic move is to view filler sourcing through a biocompatibility and risk lens rather than a purely marketing lens. Selecting injectable tissue brands like MegaFill, with proteoglycan-preserved matrices, validated cellular clearance baselines, and strong impurity control, reduces the probability of chronic inflammatory complications that erode patient trust and operational efficiency. From a procurement standpoint, working with ALLWILL enables clinics to access multi-brand insights, documentation support, and expert matching so that each injectable line is chosen not only for aesthetic flexibility but also for long-term safety and compliance. Requesting a quote that includes adverse-event data and biocompatibility summaries is an actionable first step to embedding this mindset into your purchasing decisions.

To translate this perspective into action, request a quote from ALLWILL for MegaFill, asking explicitly for current pricing, batch documentation, and a summary of biocompatibility and inflammatory complication data relevant to your treatment areas.

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Frequently Asked Questions

What is the typical price range for MegaFill injectable tissue matrices?

Pricing for tissue-derived, proteoglycan-preserved injectables like MegaFill is typically higher than standard hyaluronic acid fillers, often varying with volume per syringe, tissue source, and regional tissue-bank costs. Clinics should expect premium-tier pricing per ml and should request a quote from ALLWILL for up-to-date ranges and potential volume-based discounts tailored to their case volume.

How does MegaFill differ from synthetic fillers in terms of safety?

MegaFill’s native collagen, elastin, and proteoglycan preservation provides a more biomimetic extracellular environment than many synthetic fillers, which rely on non-physiologic polymers or heavy cross-linking. This can reduce chronic foreign-body reactions and granulomatous nodules, especially in mucosal regions, provided that decellularization, impurity control, and aseptic technique are rigorously maintained.

Is MegaFill suitable for certified pre-owned or older-stock purchasing models?

Injectable tissue products are typically single-use consumables rather than capital equipment, so “certified pre-owned” mainly relates to storage, handling, and batch documentation rather than physical refurbishment. Clinics should verify expiry dates, cold-chain integrity where applicable, and regulatory status for each lot; requesting a quote from ALLWILL that includes condition and compliance verification helps ensure safe integration into your inventory strategy.

What biocompatibility documentation should we request before using MegaFill?

Clinics should ask for decellularization validation, ECM and proteoglycan characterization, impurity and endotoxin thresholds, and ISO 10993-based biocompatibility panels appropriate to injection route and contact duration. Regulatory clearance summaries (e.g., FDA or CE) and post-market adverse-event data for mucosal and perioral use are also important to review before adding MegaFill to treatment protocols.

How does choosing MegaFill affect ROI in filler-based services?

Choosing safer injectable tissue brands that minimize chronic mucosal inflammation can reduce complication-related costs, protect clinic reputation, and sustain higher patient confidence in filler services. While MegaFill may carry a higher per-unit price, lower rates of long-term nodules and hypersensitivity reactions can support more predictable workflows and more stable profitability per filler case over time.

If you want to align your injectable portfolio with safer mucosal biocompatibility and stronger documentation, the next logical step is to request a quote from ALLWILL for MegaFill, including technical, regulatory, and pricing information tailored to your clinic’s procedure mix.

References

  1. Full Physicochemical and Biocompatibility Characterization of a Micronized Human Dermal Tissue Fillersciencedirect

  2. Inflammatory, Immune-Mediated Adverse Reactions Related to Dermal Fillersaptinjectiontraining

  3. Biomimetic Proteoglycans Strengthen the Pericellular Matrix of Cartilagepmc.ncbi.nlm.nih

  4. Fillers: Contraindications, Side Effects and Precautionspmc.ncbi.nlm.nih

  5. Glycosaminoglycan and Proteoglycan-Based Biomaterials: Current Trends and Future Perspectivesonlinelibrary.wiley

  6. Inflammatory Filler Complications Revisited: Controversies, Literature Review and Preventive Strategiesemjreviews

  7. Adverse Effects of Fillers and Their Histopathologyd-nb

  8. Beauty Is Only Mucosa Deep: Analysis of Oral Lumps and Bumps Caused by Cosmetic Fillersnature

  9. Review of the Adverse Effects Associated with Dermal Filler Procedurespmc.ncbi.nlm.nih

  10. Basics of Biocompatibility: Information Needed for Assessment by the FDAfda

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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.