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Trade-In Value of Used Medical Equipment: How Credit Is Applied to the Next Purchase

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Trade-In Value of Used Medical Equipment: How Credit Is Applied to the Next Purchase

A trade-in offer is not a payment, and treating it as one is where value disappears. The figure agreed for an outgoing unit becomes a line inside a purchase, and the way that line…

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Trade-In Value of Used Medical Equipment: How Credit Is Applied to the Next Purchase
Posted on by admin5
A trade-in offer is not a payment, and treating it as one is where value disappears. The figure agreed for an outgoing unit becomes a line inside a purchase, and the way that line is structured — fixed or contingent, applied before or after the purchase price is set, tied to an expiry date or not — decides how much of it survives to the invoice. The trade in value of used medical equipment is therefore a purchase-side mechanic, not a disposal outcome.

Credit, Cash and Discount: Three Different Things

Trade-in credit is value applied against a specific purchase order, whereas a cash buyback is an unconditional payment and a discount is a price reduction. The three are not interchangeable, and comparing them as if they were understates the benefit of credit on financed purchases.

The distinction matters because credit is delivered inside a transaction. It reduces the amount financed, which reduces the interest cost across the term, so its effective benefit on a financed purchase is larger than the same figure paid in cash. A discount, by contrast, is at the seller’s discretion, is rarely given in writing in advance, and does not reflect the condition of anything the buyer is removing. Separating the three makes the finance file clearer and prevents a credit being quietly reclassified as a discount during negotiation.

How an Offer Becomes an Invoice Line

The route from offer to invoice is a short sequence of steps that most disputes can be traced back to. Each step has a document attached, and the document is what makes the credit enforceable rather than conversational.

  • Valuation: the outgoing unit is assessed on documented condition, producing a figure with a stated basis and an inspection condition.
  • Credit schedule: the figure is recorded per unit where more than one is involved, with the scope of what is included.
  • Order: the replacement is quoted with the credit shown as a separate line, not folded into the equipment price.
  • Inspection: the unit is verified on collection or delivery, and any revision is applied against the stated condition.
  • Invoice: the final document shows equipment price, credit applied, tax treatment, and the balance or financed amount.

Two details in that sequence cause most of the leakage. If the credit is not shown as a separate line on the order, its existence cannot be proved at invoice stage. And if the inspection condition is not tied to specific documented findings, a revision can be applied at any figure the buyer chooses.

Sequencing: Inspect, Offer, Order, Ship

Sequencing protects the credit, and the order of operations is worth fixing deliberately. The outgoing unit should be inspected and valued before the replacement is ordered, and the replacement should be installed only after the credit is confirmed in writing on the order.

There are practical reasons beyond negotiation. Inspection first establishes condition while the unit is still in place and usable, rather than after it has been disconnected and stored. Valuing before ordering keeps the credit in the budget as a known figure rather than as an assumption. And confirming the credit before shipment prevents the situation where a replacement arrives, the outgoing unit has already left, and the credit is revised downward with no leverage left on either side. The sequence costs nothing to follow and removes most of the asymmetric risk.

Picosecond tattoo removal laser platform listed on the ALLWILL marketplace
Value the outgoing unit before ordering the replacement, so the credit enters the budget as a known figure.

Multi-Unit Trade-Ins Against One Purchase

Multi-unit trade-ins change the arithmetic and the risk profile. A group standardizing equipment may trade several units against a single replacement order, and the credit schedule then becomes the document that determines whether one weak record holds up the entire transaction.

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Structure How it behaves Main exposure
Single lump-sum credit One figure for the whole set, applied against the order An issue on any one unit can revise the entire figure
Per-unit credit schedule Each unit carries its own figure, reconciled to the order More documentation, but disputes stay contained
Staged credit Credit confirmed as units are collected and verified Requires clear payment mechanics across two schedules

The per-unit schedule is normally the better structure, because it isolates risk. It also makes the set auditable: the reconciled schedule can be checked against the units collected, which prevents the two commonest fleet errors of a unit counted twice and a unit included that was removed before collection.

Where Value Leaks Between Offer and Invoice

Leakage is usually small in each instance and material in total, and it follows four recognizable patterns. Naming them in advance is the most effective protection, because each is visible in the paperwork if it occurs.

  • Contingent credit revised on inspection: the offer was an estimate, and the revision is applied without reference to the documented condition.
  • Expiry: the credit is valid for a stated period, and the replacement order is placed after it lapses.
  • Absorption into a discounted price: the equipment price is reduced and the credit is then described as already included.
  • Scope exclusions: handpieces, accessories, or a component of the unit are excluded from the credit at the final stage.

Each of these is prevented by the same discipline: the credit, its validity period, and the scope of what it covers should be recorded in writing before the order is raised, and the replacement quotation should show the credit as a separate line.

Contract Terms That Protect the Credit

The clauses that protect a trade-in credit are short and specific, which is why their absence is difficult to excuse. They should sit in the same document as the purchase, so that the credit cannot be separated from the order it applies to.

  • The credit figure, and whether it is fixed or contingent on inspection.
  • The scope of what is included: console, handpieces, accessories, and consumables.
  • The inspection basis for any revision, expressed as documented findings rather than a general right to adjust.
  • The period of validity, and what happens if the order is placed after it.
  • How the credit interacts with financing, deposits, and staged payments.
  • Warranty and support terms on the replacement, which are separate from the credit but equally material to the net cost.

The warranty clause deserves attention because it is the one buyers most often leave loose. A higher credit on equipment supplied without clear support terms is not automatically the better deal: maintenance and calibration access affects the running cost of the replacement, and recognized practice such as the equipment-maintenance guidance published by bodies including AAMI is a reasonable benchmark for what a support arrangement should cover.

Documentation for the Finance File

Capital purchases are approved on paper, and a trade-in that is not documented consistently will be questioned during review. The finance file should allow the net cost of the replacement to be traced without reference to any conversation.

  • The valuation document for the outgoing unit, with its stated basis and condition.
  • The credit schedule, per unit where more than one is traded.
  • The replacement quotation showing the credit as a separate line.
  • The final invoice, reconciled to the quotation and to the credit schedule.
  • Confirmation of finance or lease settlement on any traded unit.
  • Asset register entries recording both the disposal and the new capitalization.

Where the outgoing unit’s regulatory status or history is part of the file, buyers and finance teams sometimes need to reference the model’s position; that documentation is jurisdiction-specific, with the FDA medical device portal and the electronic Code of Federal Regulations covering the US and EUR-Lex the EU position including MDR 2017/745. Alert history relevant to a model is tracked independently through reporting such as that published by ECRI.

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Timing the Trade Against Installation

Timing is a two-sided constraint: the outgoing unit should not leave before the credit is fixed, and the incoming system should not arrive before the room can accept it. Where those two dates are far apart, the gap becomes a cost, because either the old unit occupies space the new system needs, or the practice runs without capacity while waiting.

Three workable patterns cover most cases. Trade and ship together, with collection and installation scheduled in the same window. Trade first and hold the replacement in storage, which suits a site with space and a firm installation date. Or install first and trade afterwards, which suits a site that cannot tolerate downtime but leaves the outgoing unit in place until the new system is commissioned. Whichever is chosen, the credit validity period has to encompass the whole schedule, and that is the detail most often missed when the two dates drift apart.

Fotona SP Dynamis Pro laser platform listed in the ALLWILL equipment catalog
Credit applied against a financed purchase reduces the amount financed, so its effective value exceeds its face value.

Trade-in value is realized on the purchase side, not at the moment the offer is made. Credit is a line inside a transaction, so it behaves differently from cash: it reduces the financed amount and therefore the interest across the term, but only if it is fixed before the replacement is priced, recorded separately on the order, and left with enough validity to survive the installation schedule. The failure mode is rarely a low offer; it is an offer that is revised, absorbed, or expired before it reaches an invoice. Treating the credit as a contract term rather than a courtesy keeps the net cost of the replacement visible in the finance file, where the approval decision is actually made. Buyers who want the outgoing unit valued on documented condition before ordering can start from the trade-in valuation process, review the structures available under financing and commercial terms, and raise a specific case through the sell, trade-in and buyback route ahead of a replacement quotation.

Questions About Applying Trade-In Credit

How does trade-in credit reduce the cost of a replacement device?

The credit is applied as a line against the replacement order rather than paid separately, so it reduces the amount financed, the deposit required, or the balance due, depending on how the order is structured. Because it lowers the financed amount, it also lowers the interest cost across the term, which is why the effective benefit of a credit is usually greater than its face value on a financed purchase.

Can more than one device be traded in against a single purchase?

Yes, and multi-unit trade-ins are common where a group is standardizing equipment. Each unit is valued separately and then reconciled into a single credit schedule, with the per-unit figures visible so that any dispute can be settled against one line rather than against the total. Ask for the schedule to confirm each credit individually, so that an inspection issue on one machine cannot delay the others.

When should a trade-in be timed around a capital purchase?

Before the replacement is ordered, because a credit agreed after the purchase price is fixed tends to be absorbed into the negotiation rather than added to it. The practical sequence is to value the outgoing unit first, then price the replacement with the credit already known, which keeps the two decisions separate and makes the net cost of the purchase visible in the finance file.

Where does trade-in value get lost between the offer and the invoice?

Four places, most commonly: a credit expressed as an estimate and revised after inspection, an expiry date that passes before the order is placed, a credit applied against a list price that was already discounted, and accessories or handpieces excluded from the credit at the last stage. Each is avoidable by fixing the credit, its validity, and the scope of what is included in writing before the order is raised.

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        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.