Knowledge

Used Ultherapy System for Sale and the Critical Role of Proof of Authenticity

Posted on by Dr. Jacklove

When a medspa owner searches for a used Ultherapy system for sale, the primary concern is rarely just the price tag; it is the risk of purchasing a device that will be software-locked before treating the first patient. The Ultherapy platform uses proprietary software licensing tied to specific serial numbers and blocks devices sourced through unauthorized channels to protect clinical integrity and intellectual property. Buying from a compliant supplier who verifies the software sequence number and ensures the device is not flagged in the manufacturer’s database is the only way to guarantee operational continuity and avoid clinical downtime.

Purchasing pre-owned ultrasound lifting equipment involves high-stakes capital decisions where a single procurement error can cost tens of thousands of dollars in lost revenue and recertification fees. This guide breaks down the technical and compliance realities of sourcing used Ultherapy, explaining why the main unit and handpiece matching matters, how to verify authenticity, and how to secure a platform that supports long-term practice growth without the burden of restrictive OEM contracts.

The Software Lock Risk in Pre-Owned Ultherapy Procurement

The most significant barrier in the secondary market for Ultherapy is the software licensing system. The device does not operate like a standard medical laser; it requires active authentication with the manufacturer’s server. If a device is sold through an unvetted peer-to-peer marketplace or a broker without proper transfers, the original manufacturer can flag the serial number as “stolen” or “unauthorized,” rendering the machine inoperable.

This lockout mechanism is designed to prevent the use of counterfeit or unsafe handpieces, but it also creates a major risk for clinics buying used units. Common scenarios include:

  • A clinic purchases a “cheap” Ultherapy unit from an online liquidator, only to find the screen displays a “Device Blocked” error after installation.

  • The device turns on but refuses to deliver energy because the software license has not been transferred to the new owner’s account.

  • The original manufacturer demands a mandatory recertification fee (often exceeding $25,000) before releasing parts or software access.

To avoid these outcomes, buyers must prioritize suppliers who perform a rigorous software sequence number audit. This process confirms that the device’s serial number is clean, not flagged, and eligible for transfer. Without this verification, even a visually pristine machine is a financial liability.

Why Main Unit and Handpiece Matching Determines Clinical Safety

Ultherapy relies on precise ultrasonic frequency delivery to achieve non-invasive lifting. The main unit and the handpiece are engineered as a matched pair. The main unit calibrates its energy output based on the specific characteristics of the attached handpiece. Using a mismatched or incompatible probe can lead to inconsistent energy delivery, which compromises treatment results and increases the risk of patient adverse events.

Also check:  Medical Laser Maintenance for Longevity Safety and Performance

Critical Matching Factors

Factor Importance Risk of Mismatch
Serial Number Pairing High Device may refuse to fire or deliver incorrect energy
Shot Count Verification High Overused probes cause degraded focus and poor lifting
Calibration Status Critical Uncalibrated handpieces risk thermal injury to patients
Authenticity Certificate Mandatory Counterfeit probes lack safety safeguards

When sourcing a used Ultherapy system, buyers must verify the shot count on the handpiece. Ultherapy probes have a rated lifetime (typically 800–1,200 shots depending on the model). Probes pushed past this limit lose their ability to focus ultrasound energy at the correct depth, resulting in superficial heating instead of deep tissue tightening. A compliant supplier will provide proof of shot count and replace the handpiece if it is near or past its limit.

Never accept a device where the handpiece serial number does not match the main unit’s recorded pairing. This is a primary indicator of a repurposed or counterfeit setup.

Compliance Channels vs. Unvetted Secondary Markets

The secondary market for medical aesthetic assets is fragmented, ranging from certified biomedical refurbishment facilities to unregulated peer-to-peer listings. The difference between these pathways determines whether a clinic achieves a smooth asset integration or faces a compliance nightmare.

Unvetted Peer-to-Peer Marketplaces

  • Risk: No verification of software status, serial number history, or handpiece authenticity.

  • Outcome: High probability of device lockout, counterfeit handpieces, or hidden mechanical failures.

  • Cost Impact: Clinics often face unexpected recertification fees or total loss of the asset.

Certified Biomedical Refurbishment Facilities

  • Risk: Minimal, provided the facility follows rigorous inspection protocols.

  • Outcome: Devices are inspected, repaired, and calibrated to meet biomedical safety standards. Software licenses are transferred legally.

  • Cost Impact: Predictable upfront cost with warranties and technician support included.

For a medspa owner, the choice is not just about price but about risk mitigation. A certified supplier acts as a compliance partner, ensuring that every device meets the structural and software requirements for clinical operation. This includes verifying that the device is not locked, that the handpiece is authentic, and that the system has been tested for electrical safety and energy output consistency.

ALLWILL’s Smart Center and Sequence Number Verification Protocol

ALLWILL operates as a B2B medical aesthetics solution provider focused on removing the friction of sourcing expensive energy-based devices. Their approach to used Ultherapy systems centers on the Smart Center, a comprehensive processing facility dedicated to rigorous device inspection, repair, and certified refurbishment.

Also check:  Why Choose Independent Medical Aesthetic Laser Repair?

When a clinic purchases a used Ultherapy system through ALLWILL, the process includes a mandatory software sequence number audit. This audit confirms that the device’s serial number is clean and eligible for transfer, eliminating the risk of software lockout. The Smart Center also performs:

  • Electrical Safety Testing: Ensuring the device meets biomedical electrical safety standards.

  • Energy Output Calibration: Verifying that ultrasonic energy is delivered at the correct depth and intensity.

  • Handpiece Authenticity Verification: Confirming the probe is original and not a counterfeit.

  • Shot Count Audit: Documenting the exact shot count and replacing the handpiece if necessary.

ALLWILL’s MET vendor management system connects clinics with fully vetted technicians and trainers, ensuring that the device is installed and operated correctly. This ecosystem support is critical for practices that lack in-house biomedical engineering resources. By providing brand-agnostic consultations and structured trade-up programs, ALLWILL helps clinics access the latest aesthetic technologies without being locked into costly original manufacturer service contracts or punitive recertification penalties.

Operational Limitations and Failure Scenarios in Used Ultherapy

Even with a compliant supplier, buying used Ultherapy carries inherent operational risks that must be managed. Understanding these limitations helps clinics set realistic expectations and avoid costly missteps.

Common Failure Scenarios

  • Uncalibrated Handpieces: A used probe that has not been recalibrated may deliver energy inconsistently, leading to poor patient results or thermal injury.

  • Overestimated Lifespan: Assuming a used main unit will last as long as a new one without accounting for internal component wear (e.g., capacitors, power supplies).

  • Ignoring Training: Purchasing a complex platform without vetting local field technician availability or provider training, resulting in weeks of lost revenue during a minor breakdown.

  • Software Transfer Delays: Even with a clean serial number, software transfer can take time if the original owner has not completed the exit process.

The “Skip Maintenance” Trap

A dangerous misconception is that a third-party refurbished machine is an excuse to skip routine daily calibration and power checks. This is incorrect. All energy-based devices require regular preventive maintenance to ensure clinical safety and performance. Treating a refurbished Ultherapy as “maintenance-free” leads to degraded energy delivery and increased complication rates.

Clinics must also consider the demographic of their patient base. Ultherapy is best suited for patients seeking non-invasive lifting with moderate skin laxity. Overestimating the device’s ability to treat severe laxity or expecting it to replace surgical facelifts can lead to patient dissatisfaction and reputational damage.

Decision Framework: New OEM vs. Certified Refurbished Ultherapy

Choosing between a new Ultherapy system from the original manufacturer and a certified refurbished unit depends on the clinic’s budget, scaling phase, and tolerance for long-term contract fees.

Also check:  How Can Med‑Spa Chains Avoid Ultherapy Machine Downtime?

Acquisition Model Comparison

Factor New OEM Ultherapy Certified Refurbished (with Trade-up)
Upfront Cost High ($80,000–$100,000+) Moderate ($40,000–$60,000)
Service Contract Mandatory (often $15,000/year) Optional or third-party supported
Recertification Fees Punitive if contract broken Avoided through compliant transfer
Warranty Full OEM warranty Certified refurbishment warranty
Technology Age Latest generation Previous generation (still clinically effective)
Technician Access OEM-only MET vetted technician network

For independent clinics seeking brand-agnostic equipment advice or expanding medspas avoiding restrictive contracts, a certified refurbished Ultherapy system offers an efficient alternative for optimizing practice ROI per treatment. The trade-up program allows practices to access the latest technology later without being penalized for early upgrades.

However, clinics with extremely high treatment volumes or those requiring the absolute latest software features may still prefer the new OEM route. The decision should be based on a clear calculation of cost-per-treatment, including maintenance, recalibration, and potential downtime.

Frequently Asked Questions

Is a used Ultherapy system safe for clinical use?

Yes, if it is sourced from a certified biomedical refurbishment facility that verifies authenticity, calibrates energy output, and confirms the software license is transferable. Safety depends on the quality of the refurbishment process, not just the age of the device.

What happens if the Ultherapy device is software-locked after purchase?

The device will not deliver energy, and the clinic may face a mandatory recertification fee (often $25,000+) to unlock it. This risk is avoided by purchasing from a supplier that performs a sequence number audit before sale.

How do I verify the shot count on a used Ultherapy handpiece?

The shot count is stored in the device’s software and can be read by a certified technician. Reputable suppliers provide this data in the device documentation and replace the handpiece if it is near or past its rated lifetime.

Can I use a third-party technician for Ultherapy maintenance?

Yes, but the technician must be vetted and trained on Ultherapy-specific protocols. ALLWILL’s MET system connects clinics with fully vetted technicians who understand the device’s biomedical requirements.

Is a trade-up program worth it for Ultherapy?

For clinics planning to upgrade within 2–3 years, a trade-up program allows access to newer technology without punitive recertification fees. It is a strategic option for practices managing capital expenditure while avoiding long-term OEM contract locks.

References

  1. Ultherapy System User Manual – Safety and Operation Guidelines

  2. Medical Device Refurbishment Standards – Biomedical Electrical Safety

  3. FDA Guidance on Reprocessed Single-Use Devices – Clinical Safety Considerations

  4. Medspa Equipment Procurement Risks – Industry Analysis on Recertification Fees

Dr. Jacklove

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(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.

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(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.

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        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.