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Risk Mitigation Guide: Sourcing Certified Pre-Owned Aesthetic Devices Without Hidden Fees

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Sourcing certified pre-owned (CPO) medical aesthetic devices can be a safe, capital-efficient strategy when you combine rigorous supplier vetting, transparent documentation, and clearly defined warranty and recertification terms. The key is to avoid “as-is” or opaque listings and instead demand traceable service histories, validated refurbishment processes, and written confirmation of any OEM recertification or post-sale fees before you sign a purchase order. With the right partner, you can lower acquisition costs significantly without inheriting compliance gaps, downtime risk, or surprise charges.

What it does & ideal clinic profile

Certified pre-owned aesthetic devices include energy-based platforms such as laser hair removal systems, IPL/photorejuvenation units, RF and RF microneedling platforms, body-contouring systems, and combination workstations that have been professionally inspected, refurbished where required, and verified for performance and safety before resale. They are typically sourced from clinics, hospitals, or distributors, then processed by ISO 13485–aligned refurbishers or specialized secondary-market partners who test, recalibrate, and document the device’s condition.

CPO systems are especially relevant for:

– Established clinics and medspas expanding treatment menus without overextending capital budgets.
– New entrants who want a flagship technology but need to preserve cash for marketing, staffing, or leasehold improvements.
– Multi-site groups rationalizing fleets, standardizing platforms, or backfilling capacity while new equipment is on order.

ALLWILL often works with owners in these segments to match budget, case mix, and risk tolerance with specific CPO options instead of leading with a single “hero” device.

Topic-specific core analysis: logistics, sourcing, and supplier verification

Because this topic is fundamentally about sourcing and vendor verification, the critical risk isn’t just the device itself; it’s the entire chain of custody, documentation, and post-sale obligations that come with it. Many of the most expensive failures in the secondary market stem from missing regulatory paperwork, undocumented repairs, or OEM recertification obligations that only surface when you try to install or service the device.

Several logistics and sourcing realities matter:

– Regulatory documentation as a shipment gate: For laser and light-based systems in the United States, the seller should furnish original FDA 510(k) clearance documentation or clearly identify the device’s product code and clearance history; the same applies for CE-marked devices in Europe. Without this, your biomedical engineer or local distributor may refuse to install or service the unit.

– Cross-border trade and import controls: Moving devices between regions (for example, from an EU clinic to a U.S. medspa) introduces customs classification, local electrical standards, and possible re-registration or conformity assessment obligations. If you are importing second hand medical equipment into markets like the EU, local authorities may expect proof the refurbishment met applicable standards and that the device maintains its original conformity.

– OEM recertification and software activation: Many OEMs require a fee-based inspection, recertification, or software relicensing before they will provide service, support, or consumables for a secondary-market unit. In some cases, the device may boot with reduced functionality or locked handpieces until a manufacturer field service engineer visits.

All of these moving parts explain why clinic owners are wary of “used aesthetic devices wholesale” offerings that look underpriced but provide no clear path to regulatory, service, or software compliance. ALLWILL’s approach is to start with a structured supplier and device vetting process, then build a total-cost model that includes logistics, recertification, and realistic service assumptions, so there are no hidden surprises beyond the headline price.

Revenue and operational impact & payback math

CPO devices primarily impact your economics through reduced upfront capital expenditure, which can shorten payback periods and improve return on invested capital—provided you control downtime and unforeseen recertification or repair costs. For many aesthetic platforms, CPO acquisition savings in the range of 30–60 percent versus typical new list pricing are achievable, depending on brand, age, and configuration.

A simplified example:

– Assume a new multi-application laser platform lists at an estimated 200,000–300,000 USD, depending on configuration and region.
– Comparable certified pre-owned units may transact in the 90,000–180,000 USD range, based on age, shot counts, and included handpieces.
– If your clinic prices relevant treatments in the 150–450 USD per session range and runs 40–80 billable sessions per month, gross monthly revenue contribution may fall in the 6,000–36,000 USD range depending on mix and utilization.

Also check:  Can You Rely on Legacy Laser Handpieces?

Under these illustrative assumptions, a CPO unit might reach nominal payback in 6–18 months, whereas a new unit could take 12–30 months, particularly if financed or bundled with extended service. However, any downtime, unexpected recertification fees, or consumable costs can materially shift these timelines, which is why transparent, written total-cost-of-ownership estimates are more meaningful than headline discount percentages.

When ALLWILL prepares CPO quotes, the team typically includes scenario-based payback illustrations with ranges rather than single numbers, explicitly stating that actual results depend on your pricing, utilization, and local competitive dynamics.

Differentiated advantage and higher-ticket rationale

For many clinics, CPO devices are not simply cheaper alternatives; they are a way to access higher-tier technology than a new-budget cap would otherwise allow. Rather than choosing a new but lower-spec device, some owners deliberately select a certified pre-owned flagship platform—such as a multi-wavelength hair removal system or combined vascular/pigment workstation—from a leading OEM.

The strategic advantages can include:

– Broader treatment portfolio: Multi-application or “platform” systems acquired CPO often provide more modalities—hair removal, vascular, pigment, skin rejuvenation—than a new single-function device at the same capital cost.
– Device brand recognition: Well-known OEM platforms can support marketing narratives around established technology, which may help patient acquisition without promising clinical outcomes.
– Service ecosystem depth: Popular flagship platforms tend to have deeper third-party service and parts ecosystems, giving you more flexibility in service contracts after any OEM obligations or warranties expire.

Clinic owners sometimes compare CPO versions of platforms from brands like Alma, Candela, or Cynosure with newer but less established devices. In these cases, a higher-ticket CPO purchase can be rational if you can validate component integrity, software status, and the availability of compliant service support for your geography. ALLWILL supports this by coordinating with vetted refurbishers, engineers, and OEM or authorized partners to verify these factors before you commit.

Supplier Vetting Framework (practical decision aid)

Because sourcing risk is fundamentally a vendor problem, the most practical decision aid is a structured framework you can use to evaluate any supplier offering certified pre-owned aesthetic devices. The goal is to minimize surprises by forcing detailed, written answers to the most failure-prone parts of the transaction.

Supplier Vetting Framework for CPO Aesthetic Devices

Use this framework as a checklist during discussions and insist that responses and attached documents are provided in writing, not just verbally.

1. Corporate identity and quality system
– Request full legal entity details, years in operation, and evidence of ISO 13485 or equivalent quality system where applicable.
– Ask for references from clinics or hospitals that have purchased similar devices in the past 12–24 months.

2. Refurbishment process and technical validation
– Require a written refurbishment protocol describing inspection steps, parts replacement criteria, calibration, and burn-in testing.
– Ask for multi-point inspection reports (for example, 30–50 checkpoints), including laser output, cooling, optics, and safety interlocks.

3. Traceable device history
– Request a de-identified previous-owner summary, including device origin region, installation year, and service interval history where available.
– Verify serial numbers against OEM or national registries to confirm no outstanding liens, theft reports, or regulatory holds.

4. Regulatory and compliance documentation
– Ask for copies of original FDA 510(k) or EU CE documentation, or at minimum, product codes and model identifiers so your compliance officer can verify status.
– Confirm whether the refurbishment changes the regulatory status in your market and whether re-certification or re-registration is required.

5. OEM interaction, recertification, and software
– Clarify in writing whether OEM recertification is mandatory for your intended use, and if so, obtain estimated fees and required inspections.
– Confirm whether any software features, shot counters, or handpieces are locked and require OEM or distributor activation.

6. Warranty, service, and parts
– Seek warranties in the 6–12 month range at minimum, covering major components such as laser cavities, power supplies, and key handpieces.
– Clarify whether service will be delivered by OEM technicians, authorized partners, or independent biomedical engineers, and what response times you can expect.

Also check:  Market Readiness Analysis Example in B2B Aesthetics

7. Logistics, installation, and training
– Ensure the supplier handles packaging, international shipping, insurance, and customs documentation appropriate for medical equipment.
– Confirm who will install the device, perform safety checks, and provide user training or in-service sessions.

8. Financial terms and hidden costs
– Demand an itemized pro forma including device price, refurbishment charge (if separate), OEM recertification estimate, shipping, installation, and any software or license fees.
– Ask explicitly whether any future software updates, recertifications, or mandatory maintenance milestones will incur OEM fees and at what approximate ranges.

ALLWILL uses a similar internal framework when working with global suppliers and buyers, which helps standardize expectations and limit financial surprises related to second hand medical equipment. You can adapt this checklist for your own procurement processes and require any prospective supplier to address each point before you proceed to contract stage.

If you want a structured, supplier-ready version of this framework tailored to a specific platform or brand, you can request a quote from ALLWILL that includes a pre-filled vetting worksheet along with current CPO availability and condition summaries.

Compliance and asset protection

Sourcing pre-owned medical devices is not just a commercial transaction; it is a regulatory and asset-protection exercise that intersects with patient safety, data protection, and liability. Different jurisdictions treat refurbished devices differently, but most align on the principle that any refurbished device placed on the market must maintain its original safety, performance, and labeling requirements.

Key areas to manage:

– Regulatory status confirmation: Before purchase, your compliance officer or external consultant should verify the device’s regulatory status (for example, FDA 510(k) clearance or CE marking for the relevant indications) using manufacturer documentation and regulator databases. If you are in a region with additional oversight, such as national device registries or local conformity assessments, factor in their timelines and costs.

– Facility-level documentation: Maintain a complete file for each CPO device including purchase contracts, refurbishment reports, test certificates, regulatory documents, and installation/commissioning reports. This will support audits, insurance reviews, and any investigation following an adverse event.

– Cybersecurity and software governance: Network-connected devices and those storing patient data should undergo cybersecurity risk assessments, patching, and configuration reviews to comply with frameworks such as HIPAA and medical device cybersecurity guidance where relevant. When acquiring CPO systems, confirm that licenses are legitimate, software versions are supported, and default passwords or configurations are updated as part of commissioning.

ALLWILL typically encourages buyers to involve their biomedical engineering and compliance teams early, sometimes arranging tri-party calls with refurbishers or OEM partners to confirm that asset-protection measures are aligned with the clinic’s internal policies. This can avoid delays at installation and reduce the risk of a device being sidelined due to unresolved documentation questions.

Midway through your evaluation, once you have narrowed down target platforms, it can be helpful to request a quote from ALLWILL that includes a draft compliance and documentation checklist specific to your jurisdiction and device shortlist.

Procurement risks to avoid and ALLWILL Expert View

Even sophisticated buyers occasionally inherit costly problems when acquiring used aesthetic devices wholesale, particularly when pressured by time or unusually low prices. Most issues cluster around three themes: undocumented refurbishment, unclear ownership or lien status, and underestimated lifetime service and recertification costs.

Specific pitfalls include:

– “As-is” listings without inspection data: Devices sold without recent performance tests, safety checks, or calibration certificates may conceal laser output instability, cooling failures, or worn consumable components. Fixing these issues post-purchase can quickly erode any upfront savings.

– Ownership and lien complications: Some devices offered in secondary markets may still be under lease, subject to bank liens, or flagged in OEM records, creating legal or operational barriers when you attempt to register or service them.

– Underestimated recertification and service: OEM recertification visits, handpiece overhauls, or software relicensing can cost in the low- to mid-five-figure range over the first years of ownership, especially for multi-application platforms. If not modeled upfront, these expenditures can turn a seemingly “cheap” unit into the most expensive asset in your fleet.

ALLWILL Expert View: De-risking CPO acquisitions with structured validation
In practice, most CPO failures result not from the device’s age, but from weak documentation and misaligned expectations between buyer, refurbisher, and OEM. A practical way to de-risk acquisitions is to treat each device as a project with a defined validation phase, rather than as a simple purchase. During this phase, insist on independent multi-point testing, verify regulatory status in your own jurisdiction, and obtain written OEM or authorized-partner positions on recertification and service eligibility. Build a conservative total-cost model that includes at least one major component replacement and a recertification cycle, and only proceed if your payback math still works under those assumptions. Platforms like ALLWILL can coordinate these steps across suppliers, engineers, and OEM channels, but clinics should still retain final responsibility for validating that each asset fits their risk, compliance, and cash-flow parameters.

As you move from research into selection, it often makes sense to narrow your options to two or three specific devices and request a quote from ALLWILL that includes side-by-side condition reports, service histories, and total-cost-of-ownership ranges under different utilization assumptions.

Also check:  Used PicoSure Laser Guide: Handpieces, Pulse Count, and Maintenance Essentials

Frequently Asked Questions

What price range should I expect for certified pre-owned aesthetic devices?

Price ranges vary by brand, age, and configuration, but many certified pre-owned aesthetic platforms transact at roughly 40–60 percent of typical new-list pricing. For high-end multi-application systems, this can translate into estimated ranges of 90,000–180,000 USD versus 200,000–300,000 USD new in some markets. For a precise, current-range estimate tailored to your region and case mix, request a quote from ALLWILL for the specific platform you are considering.

How does new vs refurbished impact warranty and service?

New devices usually ship with OEM warranties that may run 12–24 months and can be extended through service contracts, whereas refurbished or CPO devices often carry 6–12 month warranties from the refurbisher or reseller. The critical factor is who underwrites service (OEM, authorized partner, or independent engineer) and what response times and exclusions apply. Always obtain warranty terms in writing and ensure they align with your risk tolerance before committing.

What compliance steps are essential when importing a CPO device?

Essential steps include verifying that the device retains valid regulatory status for your jurisdiction (such as FDA clearance or CE marking), ensuring the refurbishment process complies with local rules, and preparing customs and device-registration documentation. Work with your compliance officer, customs broker, and, where applicable, biomedical engineering team to align on responsibilities and timelines. If you prefer a coordinated approach, you can request a quote from ALLWILL that includes indicative compliance and logistics support descriptions for your specific route.

How can I estimate ROI and payback for a CPO device?

To estimate ROI, model realistic treatment volumes, pricing, and utilization scenarios, then compare gross revenue to total ownership costs, including acquisition price, consumables, service, and recertification. Use ranges for key variables rather than single numbers to reflect uncertainty. Many clinics run base, conservative, and upside cases, and often ask a partner like ALLWILL to provide illustrative payback ranges within their quote so they can align capital decisions with actual patient demand expectations.

How do I protect against buying a “lemon” or counterfeit unit?

Protecting against problematic units requires a combination of supplier vetting, independent testing, and documentation review. Always choose vendors with documented refurbishment processes, insist on multi-point inspection reports, verify serial numbers with OEMs or registries, and avoid “as-is” purchases without recourse. Where possible, involve your biomedical engineer or a trusted third-party service provider to perform or review pre-purchase inspections.

References

  1. Regulatory landscape, risks, and solutions for refurbished medical devices
  2. Pre-Owned Medical Devices: Are They Safe?
  3. Certified Pre-Owned Medical Lasers & Equipment
  4. Top 5 Questions to Ask When Buying Refurbished
  5. What Documentation You Must Provide When You Sell Used Cosmetic Lasers
  6. Regulatory landscape, risks, and solutions for refurbished medical devices (Taylor & Francis)
  7. Medical Device Supply Chain Risk Management
  8. Supplier Risk Management for Medical Devices: Best Practices
  9. How to Source Reliable Pre-Owned Laparoscopic Surgery Equipment and Instruments without Risk?
  10. How to Source CT scanners (pre-owned market) Medical Device
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(e) Notice and Inspection. The limited warranties contained in this Section 8 are made on condition that immediate written notice of any noncompliance with the Equipment’s and/or the Service’s warranty be given to MRP, and provided that MRP’s inspection reveals that Buyer’s claim is valid under the terms of such warranty.

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

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

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

        12. PROPRIETARY RIGHTS.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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