Knowledge

Ultherapy Device ROI: Legally Avoiding Recertification Fees with Open-Market Consumables

Posted on by admin5

Medspa owners can often reduce the financial impact of Ultherapy device recertification fees by combining careful contract negotiation with legally compliant use of open‑market consumables, provided they respect manufacturer safety instructions and regulatory constraints. Instead of relying solely on manufacturer‑locked cartridges and service channels, clinics can design a hybrid strategy: negotiate or avoid punitive recertification, source compatible ultrasound gels and disposables from vetted suppliers, and ensure every change in supply chain is documented and clinically validated to protect both uptime and ROI.

What Ultherapy does and who it’s for

Ultherapy systems deliver focused ultrasound energy to specific tissue planes with integrated imaging and therapy capabilities, enabling noninvasive lifting and tightening indications as described by manufacturer materials. The Ulthera platform is designed for professional use only and is available through licensed physicians, underscoring that it is a regulated medical device rather than a consumer aesthetic product.

Clinics best suited to Ultherapy are established medspas, dermatology practices, and aesthetic centers with a steady flow of patients seeking non‑surgical facial or neck lifting and with providers trained in ultrasound‑guided protocols. These practices typically stack Ultherapy alongside other energy‑based platforms such as radiofrequency or alternative ultrasound systems, using it as a premium tier service where imaging and depth‑specific energy delivery matter. For them, the question is not whether Ultherapy can fit clinically, but whether they can manage the total cost of ownership—including recertification, cartridges, and consumables—without eroding margins.

Core analysis: recertification fees and open-market consumables

In the aesthetic device aftermarket, manufacturers sometimes apply recertification fees when ownership changes or when a device is serviced outside their authorized network. Industry commentary describes these fees as substantial, often positioned as a prerequisite for the manufacturer to resume direct service and parts support, and notes that they can function as a financial barrier for independent buyers of used equipment. While specific fee structures vary, the principle is consistent: without recertification, OEM support is restricted.

For Ultherapy, the practical pain point is that recertification or subscription‑like programs may be linked to access to OEM cartridges, software support, or service. Clinics considering certified pre‑owned Ultherapy units must therefore assess whether they will rely primarily on OEM channels or adopt a more open‑market sourcing strategy for non‑critical consumables, always within the boundaries of legal and safety requirements.

Open‑market aesthetic consumables include ultrasound gels, drapes, PPE, and other single‑use supplies that are not hard‑locked to a specific device but must still meet underlying regulatory and quality standards. Compatibility research shows high fit rates for many disposable medical consumables across brands when physical specifications and material properties align, and highlights quantified savings for clinics that strategically shift non‑critical supplies to vetted open‑market alternatives. This is distinct from cartridges and core device components, where unauthorized substitution or modification could violate manufacturer instructions, regulatory clearances, and safety expectations.

From a legal standpoint, clinics need to distinguish between consumables that are part of the device’s regulated configuration (e.g., therapy handpieces or proprietary cartridges) and general medical supplies that fall under broader cosmetic or medical product regulations. Using compatible open‑market gels and disposables is generally permissible when products meet applicable regulations, but clinics must avoid altering or bypassing device safety features, firmware locks, or proprietary hardware in ways that might contravene local law or manufacturer warnings.

ALLWILL’s role is to help clinics map this boundary: which items can be safely sourced on the open market, how to verify compatibility against manufacturer instructions, and when recertification or OEM relationships remain essential for uptime and risk management.

Revenue and operational impact & payback math

Recertification fees and strict OEM consumable policies affect ROI through both direct costs and operational constraints. Commentators in the aesthetic equipment resale space have highlighted that recertification fees for certain laser platforms can reach tens of thousands of dollars, effectively creating a penalty for aftermarket buyers and extending payback timelines. While Ultherapy’s specific commercial terms depend on region and contract, the pattern is similar: high fixed fees, bundled service obligations, or cartridge access conditions can significantly shift total cost of ownership.

On the revenue side, Ultherapy treatments are often priced as premium non‑surgical lifting packages, delivering meaningful revenue per session without any guarantee of clinical outcome. A clinic running a consistent volume of sessions can see annual revenue in a mid‑five to low‑six‑figure band from Ultherapy alone, depending on pricing and demand, but those figures must be weighed against upfront device costs, recertification or subscription fees, and cartridge and consumable spend.

Also check:  Used Aesthetic Equipment Market Trends 2026: Why 2020–2022 Models Are the Sweet Spot for Device Investment

If recertification fees fall in a substantial range and are required to maintain OEM access, payback math changes: the clinic must either absorb that cost and recoup it over more treatments, or design a strategy that minimizes reliance on OEM‑exclusive channels while staying within legal and safety boundaries. Strategically shifting general consumables like gel and disposables to compatible open‑market products at a lower unit cost can reduce ongoing spend for each session. Even modest savings per session accumulate quickly across high‑volume practices, narrowing the gap created by any recertification or OEM access fees.

However, attempting to bypass device locking mechanisms or using non‑authorized cartridges to reduce costs would introduce serious regulatory and safety risk, complicate insurance coverage, and potentially affect any manufacturer clearances referenced in marketing or consent documents. That type of bypass does not align with compliant ROI management. Instead, clinics should model payback under two scenarios: full OEM pathway with recertification and cartridge bundles, and hybrid pathway with OEM device and cartridges but open‑market general consumables and independent supply for permitted items.

ALLWILL’s Smart Center can support this modeling by helping clinics estimate per‑session consumable cost using compatible, compliant open‑market products and framing recertification or service program fees as distinct line items in payback calculations. The goal is to help owners see how different sourcing strategies affect both cash flow and operational resilience.

Mid‑article, once you understand how recertification and consumables affect payback, the next sensible step is to obtain specific numbers for your situation. Request a quote from ALLWILL that breaks out Ultherapy device pricing, any known recertification or service fee expectations, and estimated cost ranges for compatible open‑market consumables, so you can compare scenarios on your own ROI model.

Differentiated advantage and higher-ticket rationale

Ultherapy’s higher‑ticket profile among non‑surgical lifting options stems from its imaging‑guided therapy and depth‑specific energy delivery, as described by manufacturer information and regulatory filings. This positions the system as a distinct offering compared to simpler ultrasound devices that lack imaging or standardized protocols, or to other modalities like certain radiofrequency platforms used for tightening indications. Clinics often leverage this differentiation to justify premium pricing and build a flagship non‑invasive lifting service.

From a procurement perspective, the higher ticket also reflects bundled service expectations and cartridge ecosystems. Ultherapy’s system architecture and consumable design are tailored for specific focal depths and treatment patterns, and its regulatory clearances, where applicable, relate to those configurations. OEM pathways provide predictable uptime and support but can embed recertification and cartridge policies that lock buyers into narrow supply channels. That lock‑in is precisely what many medspa owners seek to manage, not evade irresponsibly.

Open‑market sourcing strategies can preserve much of Ultherapy’s differentiated clinical positioning while tempering cost escalation on general consumables and ancillary supplies. By treating Ultherapy as the core modality but refusing to overspend on non‑critical consumables that have compatible alternatives, clinics maintain access to imaging‑guided protocols and manufacturer‑described mechanisms while improving margins. Likewise, some buyers weigh Ultherapy against alternative ultrasound or RF devices when planning capital investments, considering how each interacts with open‑market versus locked consumable ecosystems as part of the decision.

ALLWILL facilitates these comparisons, not by disparaging any device, but by aligning capital choice, consumable strategy, and service options with each clinic’s tolerance for OEM dependency and desire for supply chain flexibility. That is how “We Don’t Sell, We Solve” translates into practice for Ultherapy and similar platforms.

Practical B2B decision aid: legal bypass & compatibility framework

Because the working title centers on logistics, sourcing, and vendor behavior, the most useful decision aid is a practical framework for legally navigating recertification, open‑market consumables, and independent supply partners. The table below is built on sourcing, regulatory, and market‑access guidance and is meant as a starting point, not legal advice.

Decision Area Key Questions Typical Practice Range / Example Legal & ROI Implications
Recertification policy review What recertification or service program is tied to the Ultherapy unit, and which benefits (parts, cartridges, software) depend on it? Buyers often face substantial one‑time fees or ongoing program costs; some negotiate waivers or alternative arrangements via resellers or distributors. Clear understanding prevents surprises and allows modeling of payback under OEM‑dependent vs hybrid sourcing scenarios, without assuming unofficial bypass options.
OEM vs open‑market consumable mapping Which items are proprietary (e.g., cartridges) versus general medical consumables (gel, drapes, PPE) that can be sourced elsewhere if compliant? Clinics increasingly use compatible gels and disposables from vetted suppliers while retaining OEM cartridges and key components. Shifting general consumables to compliant open‑market products can reduce per‑session cost without altering device configuration or regulatory status.
Regulatory and safety checks What regulations apply to cosmetic and medical products used with Ultherapy in your region, and how will you document compliance for non‑OEM supplies? Practices follow local medical device, cosmetic, and facility registration rules, often consulting legal or regulatory specialists for clarity. Ensuring products meet applicable regulations and documenting their use supports patient safety, insurer confidence, and defense against adverse event scrutiny.
Supplier vetting & contracts How will you vet independent suppliers, ensure authenticity, and frame contracts (returns, traceability, liability) for consumables? Many clinics use wholesalers or platforms specializing in aesthetic medical supplies, requiring proof of authenticity and quality standards. Strong contracts and supplier vetting reduce counterfeit or substandard product risk, stabilize pricing, and support reliable long‑term sourcing.
Internal protocol & documentation What internal SOPs, training, and record‑keeping will govern the use of open‑market consumables with Ultherapy? Clinics implement written protocols, log product batch numbers, and align consent forms with device and consumable use. Documented procedures protect against inconsistency, support audits, and demonstrate a responsible approach to any deviation from OEM supply chains.
Also check:  How Does Handpiece Refurbishment Restore 100% Energy Output?

ALLWILL can partner with clinics to populate this framework with device‑specific details, including mapping which Ultherapy components should remain under OEM control, identifying categories of compatible open‑market consumables, and pre‑screening independent suppliers. Once this framework is in place, procurement decisions become a matter of choosing between defined, compliant pathways rather than improvised workarounds.

Compliance and asset-protection

Compliance for Ultherapy and related consumables spans medical device regulation, cosmetic product rules, and facility obligations. Regulatory filings and manufacturer materials affirm that Ultherapy is a medical device cleared for certain indications in specific jurisdictions, and its use must align with those clearances, instructions for use, and any applicable professional standards. Clinics must verify current regulatory status for their region, especially if acquiring certified pre‑owned units or importing devices from other markets.

Cosmetic and consumable products used alongside Ultherapy, such as gels and lotions, fall under regulations like TR CU 009/2011 in certain regions and the Modernization of Cosmetics Regulations Act and related FDA guidance in the United States. These frameworks govern facility registration, product listings, ingredient disclosures, and adverse event reporting, requiring clinics and suppliers to ensure that any open‑market consumables meet safety standards and are appropriately documented. Failure to comply may lead to enforcement actions, recalls, or reputational damage.

Asset protection also involves ensuring that any changes to consumables or service pathways do not compromise insurance coverage or risk management plans. Insurers and risk managers expect that clinics follow manufacturer instructions, use products consistent with device clearances, and maintain detailed documentation of maintenance, consumable sourcing, and incident reporting. Deviating from OEM supply chains without clear justification and documentation could complicate claims or increase exposure if adverse events occur.

ALLWILL’s sourcing and Smart Center services support asset protection by emphasizing transparent documentation, condition reports for certified pre‑owned devices, and clear descriptions of warranty and service options. Nevertheless, clinics remain responsible for verifying regulatory status, confirming that any consumables meet local legal requirements, and coordinating with legal or compliance advisors where necessary.

Procurement risks to avoid + ALLWILL Expert View

Several procurement missteps can turn a reasonable Ultherapy investment into a financial and regulatory challenge. One is assuming that recertification fees or OEM service programs are non‑negotiable and failing to explore legitimate waivers or alternative arrangements through authorized resellers or distributors. Another is attempting informal “bypass” strategies—such as using non‑authorized cartridges or altering device settings—without fully understanding legal, warranty, and safety consequences.

A third risk is treating consumables as trivial, sourcing gels or other supplies without checking regulatory status, compatibility, or authenticity. This can lead to quality variation, patient dissatisfaction, or even regulatory complications if products lack proper documentation or fail to meet safety standards. Finally, some clinics buy certified pre‑owned devices based solely on price, without demanding detailed condition reports, refurbishment scope, or clear warranty and service terms, leaving them exposed to unexpected downtime and repair bills.

ALLWILL Expert View: Structuring Ultherapy Ownership Around Legal, Not Technical, Bypass

The real leverage point for medspas frustrated with Ultherapy recertification fees is not a hardware hack but a contract and sourcing strategy. In our experience, the most resilient clinics first map which components must remain under OEM or authorized control—usually the console, handpieces, and proprietary cartridges—then identify where compatible open‑market consumables can safely reduce cost. They negotiate recertification or service terms from a position of data‑driven clarity, using estimated session volumes, payback models, and alternative supply options to shape the conversation.

Instead of quietly bypassing locks, they invest in supplier vetting, internal SOPs, and documentation that demonstrate responsible, compliant use of non‑OEM consumables. When clinics request quotes from ALLWILL, we encourage them to ask for scenario‑based breakdowns: capital plus OEM service, capital plus hybrid sourcing, and capital plus independent consumables under strict compliance. Seeing those numbers side by side helps owners recognize where legal flexibility exists—and where cutting corners would introduce more risk than savings.

To avoid these risks, clinics should approach Ultherapy procurement as a structured decision: define desired clinical role and volume, clarify regulatory obligations, model ROI under different service and consumable pathways, and document every sourcing decision. Before committing, Request a quote from ALLWILL that explicitly outlines device condition, potential recertification or service costs, and compatible consumable options, so you can choose a legally sound configuration that aligns with your risk tolerance and revenue targets.

Also check:  What Is the LUMENIS 695nm IPL Filter and Its Benefits?

Frequently Asked Questions

What is the typical total cost range for Ultherapy ownership, including recertification and consumables?
Overall cost depends on whether you buy new or certified pre‑owned, contract for OEM service programs, and rely on OEM versus open‑market consumables. Recertification or service fees for some aesthetic platforms can be substantial, while compatible general consumables may reduce ongoing per‑session costs. Clinics should Request a quote from ALLWILL to see specific ranges for their region and usage scenario.

Can I legally use non-OEM cartridges with Ultherapy to avoid recertification?
Proprietary cartridges and core device components are part of Ultherapy’s regulated configuration, and unauthorized substitutions or modifications risk violating manufacturer instructions, regulatory clearances, and safety expectations. Clinics should not attempt to bypass device locks or use non‑authorized cartridges; instead, focus on negotiating recertification terms and optimizing spend on permitted open‑market consumables like gels and disposables.

Which consumables can safely be sourced on the open market for Ultherapy?
In most jurisdictions, general medical and cosmetic consumables such as ultrasound gels, drapes, PPE, and cleaning supplies can be sourced from independent suppliers if they meet applicable cosmetic and medical product regulations. Clinics must verify compatibility, quality, and documentation and maintain written SOPs for their use. ALLWILL can help identify categories where open‑market products make financial sense while preserving compliance.

How does using open-market consumables affect device warranty or regulatory status?
Using compliant gels and disposables that do not alter device operation is unlikely to affect regulatory status, but warranty terms vary and may specify preferred or required consumables. Clinics should review warranty documents and consult OEM or authorized partners before changing supply chains. When in doubt, discuss planned consumable strategies as part of your ALLWILL quote request so potential impacts are clear.

What payback timeline is realistic if I optimize consumables but still pay recertification fees?
Payback is driven by session pricing, local demand, utilization, and total cost per session, including recertification and consumables. Optimizing general consumables with compatible open‑market products can shorten payback, but no income guarantee is possible because market conditions vary. Modeling different scenarios with device and consumable cost estimates from ALLWILL helps owners set realistic expectations before purchase.

References

  1. Top Disposable Consumables for Major Aesthetic Device Brands
  2. Aesthetic Device Market Access 2026: Global Guide
  3. EAC Wellness & Aesthetic Equipment Certification
  4. FDA Issues Final Guidance on Cosmetic Product Facility Registrations and Product Listings
  5. Aesthetic Manufacturers Find It Convenient to Waive Recertification
  6. Ultherapy: Non-Invasive Skin Lifting Treatment
  7. Ulthera, Inc. 510(k) Regulatory Filing (K243035)
  8. Beauty Catalogs That Meet INCI and Regulatory Requirements
  9. Aesthetic Medical Supplies – Leading Wholesaler
admin5

联系我们|Contact Form

TERMS AND CONDITIONS 

These Terms and Conditions (these “Terms”), together with the attached or accompanying quote page (the “Quote,” collectively, this “Agreement”), exclusively govern the sale by Healthcare Markets, Inc., a Delaware corporation doing business as “Powered by MRP” (“MRP”), and the purchase and use by the buyer set forth on the Quote (“Buyer”), of the equipment (the“Equipment”) and/or services (the “Services”).

        1.  EQUIPMENT AVAILABILITY. Equipment offered for sale by MRP is subject to availability. MRP shall not be liable to Buyer in case of stock outage or unavailability of the Equipment. MRP reserves the right to change the equipment offered for sale at any time and without notice to Buyer. Availability of equipment may be determined when an order is placed, and, if unavailable, MRP will inform Buyer of such unavailability, offer other available equipment as substitution or cancel the order. Such cancelled order will be refunded by MRP to Buyer, except for an order for a Special Order Product, which cannot be cancelled once the order is placed.

        2.  PRICES. Written price quotations on the Quote shall last for ten (10) days from the date issued and then automatically expire, and quoted prices do not include taxes, freight, handling, duty, insurance or other similar charges, which Buyer must pay unless waived in writing by MRP or a valid tax exemption certificate is provided to MRP. Notwithstanding the foregoing, all published prices may be changed by MRP at any time without notice to Buyer.

        3.  TERMS OF PAYMENT. Unless otherwise agreed to on the Quote or in writing by MRP, prepayment in full is required, by bank transfer, cash, credit card or certified check, and where partial pre-payment is permitted, such payment shall be nonrefundable with the balance due net thirty (30) days from the date of invoice. MRP reserves the right to modify or revoke any credit previously extended. Past due balances shall be subject to a service charge of one and one-half percent (1.5%) per month, not to exceed the maximum amount permitted by applicable law. Buyer agrees to pay all fees, charges or other sums payable hereunder, including collection fees incurred, with no right of set-off or reduction of any nature unless approved in writing by an MRP corporate officer (an “MRP Officer”). Buyer hereby grants, and MRP reserves, a purchase money security interest in the Equipment purchased, and in any proceeds thereof, to secure Buyer’s payment obligations hereunder. Buyer shall cooperate fully with MRP to execute such documents and accomplish such filings and/or recordings as MRP may deem necessary for the protection of its interests in the Equipment furnished to Buyer, and in the event Buyer does not aid within a reasonable time after MRP asks Buyer to do so, Buyer hereby authorizes and appoints MRP as Buyer’s attorney-in-fact to execute, deliver and file at any time, any financing statement and/or take any other action permitted by applicable law to perfect, enforce, continue and amend MRP’s security interest in any jurisdiction deemed appropriate by MRP. Buyer agrees that upon nonpayment of any charges due to MRP, MRP may cancel or delay delivery of the Equipment and/or suspend any applicable service coverage, which may resume only when MRP receives payment in full, and the warranty period will continue to run during such time of nonpayment although warranty service will not be available.

        4.  SHIPMENT AND DELIVERY. Delivery dates are estimated, and partial deliveries are allowed. MRP shall not be liable for or in respect of any loss or damage arising from any delay in filling any order, failure to deliver or delay in delivery. No delay in the shipment or delivery of any Equipment relieves Buyer of its obligations under this Agreement, including, without limitation, accepting delivery of any remaining installment(s) of the Equipment, if applicable. Buyer must pay for, and hold MRP harmless from, all shipping, delivery, and insurance expenses unless otherwise agreed in writing by an MRP Officer or otherwise indicated on the Quote. MRP will not assume any liability if MRP selects the shipping methods nor will any carrier be deemed to be MRP’s agent. “Time is of the essence” terms will not apply to orders accepted by MRP. Title and risk of loss of the Equipment shall pass to Buyer, and delivery shall be deemed completed, when the Equipment is delivered to Buyer’s address. Should loss or damage in transit occur, Buyer’s payment obligations will not be affected. Buyer is liable for all costs for MRP’s holding or storing of the Equipment if delivery is delayed by Buyer or at Buyer’s request. If delivery is delayed over thirty (30) days, MRP may, at its option and upon notice to Buyer, cancel that and all future deliveries without further liability or obligation of any kind.

        5.  FORCE MAJEURE. MRP shall not be responsible for delays or failure to render or service any Equipment and/or perform any Service due to any cause beyond MRP’s control, including, but not limited to: (a) acts of God; (b) flood, fire, earthquake, epidemic, pandemic or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or act, riot or other civil unrest; (d) government order, law or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; and (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services or inability or delay in obtaining supplies of adequate or suitable material (each, a “Force Majeure Event”). Any delivery date may be extended, at MRP’s sole discretion, to the extent of any delay resulting from any Force Majeure Event.

        6.  ACCEPTANCE; INSPECTION. Except for Special Order Products, Buyer shall inspect all Equipment upon delivery and within forty-eight (48) hours of delivery to Buyer shall give written notice to MRP of any error or claim that any Equipment does not conform to the terms of this Agreement; any claims not made within such period shall be deemed waived and released, with the Equipment being accepted by Buyer. Except as provided under this Section 6 and Section 7 hereof, all sales of Equipment to Buyer are made on a one-way basis, and Buyer has no right to return Equipment purchased under this Agreement to MRP. Subject to the warranty set forth in Section 8(c)(iv), Services are deemed to be accepted by Buyer upon completion of their performance by MRP.

        7.  CANCELLATION CHARGES AND RETURNED EQUIPMENT POLICY. Returns and cancellations are not permitted without written approval by an MRP Officer, which shall be made in such MRP Officer’s sole discretion. If approved, MRP will issue a return merchandise authorization number, which Buyer must include in the returned packaging, and Buyer must pay MRP either a (a) twenty percent (20%) restocking charge on the purchase price of the item if Buyer’s written request for return or cancellation is received by MRP’s headquarters after MRP’s original shipment of the Equipment or (b) a ten percent (10%) cancellation damages charge if Buyer’s request was received before said shipment. The foregoing charges are agreed upon, not as a penalty, but because of the difficulty of computing actual damages, and until the applicable charge is paid and the Equipment has been received back by MRP in new condition, no refund will be given. This document or copies hereof may be filed with the appropriate authorities as a financing statement to pursue such charges. In no case will shipping and freight costs be refunded. Removed, replaced or substituted equipment and parts (collectively, “Returned Equipment”) shall become MRP’s property, with title and ownership transferring to MRP upon the earlier of its return or replacement, with MRP owing no other obligations on the Returned Equipment. Buyer hereby agrees to indemnify, defend and hold harmless MRP Indemnitees from any claims, costs, losses, attorneys’ fees and expenses related to any third-party attempts to claim ownership of the Returned Equipment or dispute any trade-in, removal, substitution or replacement, and the remaining provisions shall continue in full force and effect.

        8.  MRP’S WARRANTIES, IF ANY.

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

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

(c) Limited Warranties, If Any.

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

(d) Exclusions. MRP reserves the right, without liability, to void all warranties and remedies, including any obligation to service, repair, replace or otherwise remedy defects, errors or failures of the Equipment due to the occurrence of any of these events, and MRP shall be in no way responsible for: (i) handling, maintenance or use in a manner that is inconsistent with and/or contrary to the original manufacturer’s or MRP’s recommended procedures and/or instructions, including, without limitation, use of or with an unauthorized third-party good or part; (ii) any failure or damage resulting from negligence, alteration, modification or relocation of the Equipment by Buyer, its employees, agents or representatives; (iii) attempted or actual unauthorized dismantling, disassembling, service, repair, addition or change of the Equipment, including, without limitation, changing the serial number or shot count; (iv) abnormal wear and tear, including, without limitation, use under abnormal conditions (e.g., unclean, dusty, or exposure to extreme electromagnetic radiation, temperature or humidity); or (v) damage or failure of the Equipment due to a Force Majeure Event or a problem in the premises of the Equipment. In any of the above situations, or for any Equipment that has no warranty, MRP has sole discretion to service the Equipment, at Buyer’s expense, at MRP’s then-in-effect rates for service, labor, travel, shipping and materials.

(e) Notice and Inspection. The limited warranties contained in this Section 8 are made on condition that immediate written notice of any noncompliance with the Equipment’s and/or the Service’s warranty be given to MRP, and provided that MRP’s inspection reveals that Buyer’s claim is valid under the terms of such warranty.

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

        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.