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Ultherapy Transducers at Fixed Cost: Price and Procurement Guide

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For clinics running Ultherapy at scale, buying genuine Merz Ulthera transducers on the open market at transparent, unbundled prices can materially reduce lifetime treatment costs while avoiding onerous long‑term service or cartridge commitments. Recent listings show new DeepSEE transducers typically trading around USD 1,600–2,300 per unit, with outside‑source pricing sometimes under manufacturer list, allowing clinics to target roughly USD 1,400–1,900 per cartridge in structured procurement programs.

What Ultherapy transducers do and who this model is for

Ulthera / Ultherapy transducers are single‑use consumable cartridges that deliver microfocused ultrasound lines at specific depths, such as 1.5 mm, 3.0 mm, 4.5 mm, and beyond, across facial and body indications. Each DeepSEE transducer contains a defined number of treatment lines (commonly around 2,400), enabling image‑guided energy delivery at the SMAS, deep dermis, or superficial tissue layers depending on cartridge type.

This transparent consumable procurement model is built for purchasing managers and clinic owners who already operate at least one Ultherapy platform and want predictable costs per cartridge without tying the practice to bundled OEM service packages or opaque per‑shot schemes. It is especially relevant for multi‑site groups, medspas with high Ultherapy volume, and dermatology practices where consumables, not capital, are now the primary cost driver.

Clinics directly managing P&L and inventory will benefit most, because fixed consumable pricing simplifies treatment margins and allows clearer alignment between Ultherapy case fees and per‑session cartridge costs. Smaller clinics can also leverage open‑market sourcing, but they should take extra care to verify authenticity, expiry, and storage conditions before moving away from manufacturer bundles.

Request a quote from ALLWILL for a curated Ultherapy consumables pricing matrix, including DS 7‑4.5, DS 7‑3.0 and related transducers at transparent per‑unit costs.

Cost‑focused core analysis: open‑market transducers vs bundled service

Realistic wholesale price corridors

Evidence from reputable resale and parts platforms shows new, unused Merz Ulthera DeepSEE transducers commonly listed between roughly USD 1,600 and USD 2,300 per unit, depending on model, expiry date, and seller. Examples include DS 7‑4.5, DS 7‑3.0, DS 4‑4.5, and DS 10‑1.5 cartridges offered as sealed stock with 90‑day or similar warranties.

Some device packages explicitly differentiate “outside source” consumable costs around USD 1,695 for a 2,400‑line transducer versus higher OEM list prices closer to USD 2,400 for similar line counts. A practical procurement target for high‑volume clinics is often in the USD 1,400–1,900 corridor per cartridge, balancing discount opportunities with the need for verified authenticity, documentation, and reasonable warranty coverage.

Why unbundled consumables matter

Bundled OEM programs may require minimum annual spend, service contracts, or integrated financing terms that effectively lock clinics into specific cost structures for cartridges and maintenance. While these programs can provide convenience and predictable support, they can also make it difficult to adjust Ultherapy pricing, experiment with new indications, or align consumable costs to real utilization.

By contrast, open‑market procurement of genuine transducers decouples consumable cost from centralized OEM agreements, letting clinics negotiate per‑unit prices, choose suppliers, and time purchases based on demand and cash flow. This approach requires more deliberate vendor vetting, but it gives purchasing managers the flexibility to drive down average per‑shot costs without compromising on cartridge origin or performance.

Request a quote from ALLWILL if you want to benchmark multiple sources and build a structured, supplier‑verified Ultherapy transducer procurement plan.

Revenue, operational impact, and payback math for consumables

Translating cartridge cost to per‑treatment economics

Published material and reseller notes suggest Ultherapy transducers typically support about 3–4 full treatments per cartridge, depending on protocol intensity and treated areas. With 2,400 lines per cartridge and a standard line budget per full‑face or midface treatment, clinics can estimate per‑session consumable cost by dividing cartridge price by average treatment count.

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For example, at USD 1,800 per cartridge and three full treatments per unit, the consumable cost approximates USD 600 per treatment before other overheads. If the clinic charges USD 1,200–2,000 per Ultherapy session for midface or full face, cartridge costs may represent roughly 30–50% of revenue per case, with the remaining margin allocated to staff time, room overhead, device amortization, and marketing.

Impact on overall Ultherapy ROI

When capital has already been amortized or financed separately, consumables become the key lever influencing incremental profit per Ultherapy case. Securing cartridges at a predictable per‑unit price around USD 1,400–1,900, instead of paying higher OEM list, can reduce per‑treatment consumable costs by USD 150–300, depending on utilization assumptions.

Across 100–200 Ultherapy treatments annually, this differential can translate into a USD 15,000–60,000 improvement in gross margin, assuming stable pricing and patient demand. These figures are illustrative and must be tailored to your fee schedule, treatment mix, and negotiated cartridge prices.

ALLWILL can provide a consumable‑centric ROI lens, integrating open‑market transducer pricing into an Ultherapy profitability model for your treatment volumes.

Differentiated advantage: transparent consumables vs opaque bundles

Transparent, unbundled Ultherapy consumable procurement offers clinics a clearer view of cost of goods sold per treatment, supporting disciplined margin management and more agile pricing strategies. Rather than folding unknown per‑shot or per‑year consumable charges into broad service contracts, purchasing managers can track exact spend per cartridge and align ordering with booked Ultherapy sessions and expected seasonal demand.

Clinics that operate multiple high‑ticket energy platforms (such as RF microneedling, fractional lasers, or body contouring devices) often struggle with overlapping, multi‑device service agreements and consumable commitments. Moving Ultherapy cartridges onto a transparent, fixed‑price procurement track helps rationalize inventory across the portfolio and avoids locking the organization into one vendor’s ecosystem when equivalent genuine consumables can be sourced from vetted distributors.

Alternative approaches include remaining fully within OEM programs for maximum integrated support or mixing OEM and open‑market cartridges depending on treatment type and risk tolerance; both can be valid if the clinic maintains strict authenticity and documentation standards. The differentiated advantage lies not in reducing safety margins, but in giving financial and operations teams control over consumable economics.

Practical decision aid: Ultherapy consumables cost and sourcing framework

Because the working title focuses on price and procurement, the decision aid is a structured cost and sourcing table for Ultherapy transducers, contrasting OEM‑bundled and open‑market models with realistic price corridors.

Ultherapy Transducers Cost & Sourcing Framework

Dimension OEM‑bundled Ultherapy cartridges Open‑market genuine Ulthera transducers (unbundled)
Typical per‑unit price range (new, sealed) Approx. USD 1,900–2,400 per transducer, based on examples citing Ulthera costs for 2,400‑line cartridges. Approx. USD 1,400–2,300 per transducer, with many real listings clustering around USD 1,600–2,000 for DS 7‑4.5, DS 7‑3.0 and similar.
Contract structure Often embedded in broader service agreements, financing packages, or bundled consumable programs with minimum commitments. Transactional purchases via vetted distributors, brokers, or CPO specialists; typically no long‑term consumable commitment, though MOQs may apply.
Warranty & support Standard OEM warranty tied to device and cartridges; clear alignment with manufacturer service logs and IFUs. Shorter reseller warranties (e.g., 60–90 days) are common; manufacturer support may depend on documentation, origin, and regional policies.
Authenticity risk profile Lower risk when purchased directly from manufacturer or authorized channel; authenticity implicitly backed by OEM chain. Higher verification burden; buyers must actively confirm packaging, serial numbers, expiry dates, and seller credentials to avoid counterfeit or incompatible stock.
Cost‑per‑treatment implications (3–4 treatments per cartridge) At USD 2,100 per cartridge and three treatments, consumable cost around USD 700 per case. At USD 1,700 per cartridge and three treatments, consumable cost around USD 567 per case; at USD 1,400, around USD 467 per case.
Ideal clinic profile Clinics prioritizing maximum OEM integration, minimal verification workload, and long‑term bundled support, often single‑site or new to Ultherapy. Clinics with established Ultherapy workflows, higher case volumes, strong procurement governance, and desire to optimize margins and avoid onerous contracts. ALLWILL’s clients often fall into this category.
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Working with ALLWILL, purchasing managers can map current consumable spend against this framework, compare OEM and open‑market options, and lock in target per‑unit prices with vetted suppliers.

Compliance and asset protection

Even when consumables are sourced on the open market, Ultherapy remains an FDA‑cleared non‑invasive lifting technology, and cartridges must align with the underlying system’s regulatory status and Instructions for Use. Clinics must ensure that transducers used with any Ulthera platform are genuine, match the device’s model and software version, and are deployed according to manufacturer guidance for indications and energy parameters.

Asset protection includes tracking cartridge serial numbers, line counts, expiry dates, and purchase invoices as part of the device’s technical file. This documentation is essential for tracing any adverse event, supporting warranty claims, and demonstrating due diligence in the event of regulatory inquiries or insurance reviews.

When importing cartridges or buying from foreign suppliers, clinics should verify that consumables comply with local regulations regarding medical device consumables, labeling, and quality standards. ALLWILL can support this process by helping structure documentation requirements, checking supplier histories, and aligning consumable sourcing with your Ultherapy system’s registration status—but final responsibility for regulatory compliance always rests with the clinic.

Request a quote from ALLWILL if you need a device‑specific consumable documentation checklist for your Ultherapy platform.

Procurement risks to avoid + ALLWILL Expert View

Key risks in unbundled Ultherapy consumable procurement include purchasing non‑genuine cartridges, acquiring stock close to or past expiry, and neglecting compatibility between transducer models, device software, and registered indications. Buying purely on headline price without verifying serial numbers, packaging integrity, and seller credentials can undermine both patient safety and device performance.

Another risk is failing to integrate consumable procurement into broader asset management and ROI tracking; if Ultherapy cartridge spend is not monitored against case volume, clinics can lose sight of true margins and inadvertently erode profitability. Over‑reliance on a single unverified supplier similarly increases exposure if quality or delivery falters.

ALLWILL Expert View: Making Ultherapy Consumables Work as a Managed Asset

The clinics that consistently control Ultherapy economics treat cartridges as managed assets, not incidental supplies. They begin by establishing a clear target corridor for genuine transducer pricing—often around USD 1,400–1,900 per unit based on current market evidence—and document this in procurement policy so buyers know what “good value” means for DS 7‑4.5 and DS 7‑3.0 cartridges. Next, they build a short list of vetted suppliers, including at least one OEM‑linked channel and one or two open‑market distributors, and require serial‑linked invoices, expiry confirmation, and limited warranties for every shipment. Finally, they link consumable consumption to case volume: finance and operations teams review cartridge usage, lines burned, and per‑case margins quarterly, ensuring Ultherapy remains accretive to the practice’s bottom line rather than drifting into unmonitored cost. ALLWILL’s Smart Center approach mirrors this pattern, helping clinics see Ultherapy transducers as part of a structured economic model rather than a line item that simply appears on purchase orders.

With this mindset, purchasing managers can confidently engage open‑market suppliers while maintaining clinical integrity and financial discipline.

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Mid‑article is an ideal point to request a quote from ALLWILL for a vetted Ultherapy consumables supply plan, including realistic per‑cartridge pricing, documentation expectations, and integration into your broader equipment strategy.

Frequently Asked Questions

What is the typical price range for genuine Ultherapy transducers?

Recent listings for new, sealed Ulthera DeepSEE transducers commonly fall between roughly USD 1,600 and USD 2,300 per unit, depending on model and seller. Some programs report OEM costs closer to USD 1,900–2,400 for similar line counts. Request a quote from ALLWILL to see current corridors aligned to your specific cartridges.

How do OEM and open‑market cartridge purchases differ?

OEM purchases integrate transducers into manufacturer service and warranty structures, usually with lower authenticity risk and more straightforward support. Open‑market purchases can deliver lower per‑unit prices and avoid long contracts but require stronger supplier vetting, documentation, and compatibility checks. Both models can work if governed by clear procurement policy.

Do open‑market Ultherapy cartridges affect ROI?

If genuine and compatible, open‑market cartridges priced around USD 1,400–1,900 can reduce per‑treatment consumable costs versus higher OEM list pricing, potentially improving margins by USD 150–300 per case. Over a year of steady Ultherapy volume, this can substantially impact device‑level profitability, though actual ROI depends on your fees and utilization.

What documentation should I demand when buying transducers?

At minimum, clinics should obtain invoices listing serial numbers or batch IDs, confirmation of expiry dates, warranty terms, and statements of compatibility with the specific Ultherapy system model. Keeping this documentation with the device’s technical file supports compliance, risk management, and potential future resale or audit requirements. ALLWILL can help you structure these requirements for suppliers.

How quickly can Ultherapy consumables be sourced and delivered?

Lead times vary by supplier and region, but many distributors and parts specialists maintain stocked inventory that can ship within days for common transducer models. Cross‑border shipments or less common cartridges may take longer, especially if additional customs or regulatory checks apply. It is sensible to maintain buffer stock for core Ultherapy indications while using ALLWILL to coordinate larger or more complex orders.

Request a quote from ALLWILL to secure transparent, fixed‑cost Ultherapy cartridge pricing, validate suppliers, and align consumable procurement with your clinic’s financial and compliance objectives.

References

  1. 2020 Ulthera Ultherapy Ultrasound Skin Tightening System with UH‑2 Handpiece – Cost Per Transducer Note
  2. Ulthera Transducer DS 101.5N 2400 Lines
  3. Merz DeepSEE Transducer DS 7‑4.5 – Rock Bottom Lasers
  4. Buy Quality Ultherapy for Medical Equipment – SreMed
  5. Used Ultherapies for sale – Machinio
  6. Used Ulthera For Sale and Transducer Pricing – MedlaserWorld
  7. Ulthera UT‑3 DS 7‑4.5 Transducer – partsformed.com
  8. Ulthera Inc Transducers and Ultherapy Systems – Machinio
  9. Ultherapy Machine Cost: Your Guide to Investing in 2025
  10. Ultherapy®: Unique Aesthetic Visualization & Skin Treatment
  11. Ulthera® System Receives Third FDA Clearance
  12. May 4, 2018 Ulthera, Inc – FDA 510(k) K180623
  13. Can you tell if your Ultherapy transducers are authentic? – SL Aesthetic Clinic
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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.