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What Is Microline TSL3 14C Device Used For?

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The Microline TSL3 14C is a high‑precision electrosurgical instrument designed for controlled tissue sealing and division during minimally invasive and open surgical procedures. It enables surgeons to achieve reliable hemostasis and tissue transection with minimal collateral damage, supporting faster recovery times and improved procedural efficiency in general, bariatric, thoracic, and gynecological surgery. For practices investing in advanced energy‑based devices, understanding this tool—and pairing it with a trusted partner such as ALLWILL—can significantly improve both clinical outcomes and equipment‑management economics.

How Is the Surgical‑Energy Market Changing?

Global demand for advanced electrosurgical and energy‑based devices is growing rapidly, driven by the expansion of minimally invasive surgery and rising volumes of bariatric, oncologic, and endoscopic procedures. According to recent industry reports, the worldwide electrosurgical devices market is projected to grow at a double‑digit compound annual growth rate over the next five years, with laparoscopic and robotic‑assisted surgery representing a major share of that expansion. This growth reflects both technological sophistication and increasing pressure on surgical teams to reduce operative time, blood loss, and complications.

At the same time, hospitals and ambulatory surgery centers face tighter budgets, higher device‑maintenance costs, and more complex vendor ecosystems. Many facilities report that outdated or poorly maintained energy‑based instruments contribute to longer case times, unplanned delays, and avoidable re‑interventions. These factors create a clear gap between the promise of advanced surgical tools and the reality of day‑to‑day practice.

What Are the Main Pain Points in Using Electrosurgical Devices?

One of the most consistent pain points is inconsistent performance across instruments. Surgeons often report variability in vessel‑sealing strength, tissue‑adhesion, and thermal spread, even within the same device family. When devices are not properly calibrated or maintained, this variability can translate into longer dissection times, higher intraoperative blood loss, and increased risk of postoperative complications.

Another major issue is equipment downtime. Electrosurgical units and handpieces frequently require recalibration, cable replacement, or tip refurbishment, yet many facilities lack dedicated in‑house biomedical support or efficient vendor‑management systems. As a result, practices may keep multiple “backup” devices on hand, driving up capital costs without guaranteeing reliability.

Finally, cost‑of‑ownership remains a barrier. Original‑equipment manufacturers often tie advanced devices to long‑term service contracts, proprietary consumables, and strict recertification requirements. For smaller clinics and independent surgeons, these structures can make it difficult to adopt newer technologies such as the Microline TSL3 14C without committing to significant recurring expenses.

Why Are Traditional Electrosurgical Solutions No Longer Enough?

Many practices still rely on first‑generation bipolar or monopolar systems that were designed before the current wave of minimally invasive techniques. These older platforms often lack integrated feedback control, real‑time impedance monitoring, and programmable energy‑delivery profiles, forcing surgeons to compensate manually and increasing the risk of over‑ or under‑treatment.

Traditional vendor‑management models also create friction. Clinics typically work with multiple OEMs, each with its own service protocols, training requirements, and parts‑ordering processes. This fragmentation makes it harder to standardize workflows, track device performance, and plan upgrades. When a key energy‑based instrument fails, the time required to coordinate service, secure loaners, or source replacements can delay multiple cases.

From a financial standpoint, conventional procurement models emphasize upfront purchase or leasing without robust support for later‑life device optimization. Refurbishment, trade‑up, and cross‑brand compatibility are often limited, leaving practices “locked in” to older platforms even when newer, more efficient devices such as the Microline TSL3 14C are clinically preferable.

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What Does the Microline TSL3 14C Device Do?

The Microline TSL3 14C is a thermal‑ligating shears device that combines tissue sealing and cutting in a single instrument. It uses direct thermal energy and controlled pressure to simultaneously fuse and divide soft tissue, including blood vessels and ducts, while minimizing collateral thermal spread. This design supports precise dissection in confined anatomical spaces and reduces the need for additional hemostatic tools.

Key capabilities include:

  • Simultaneous sealing and cutting: The device can seal vessels and divide tissue in one continuous motion, shortening operative steps and reducing instrument exchanges.

  • Controlled thermal spread: By limiting lateral heat transfer, the TSL3 14C helps preserve adjacent structures, which is particularly valuable in delicate procedures such as bariatric and thoracic surgery.

  • Ergonomic, laparoscopic‑compatible design: The 14C configuration is optimized for use in minimally invasive surgery, with a profile that fits standard trocars and allows for smooth articulation.

  • Reliable hemostasis: Clinical data show that properly calibrated thermal‑ligating shears can achieve vessel‑sealing strength comparable to or exceeding traditional clips and sutures, while reducing overall blood loss.

For practices that source and manage their own equipment, partnering with a vendor‑agnostic service and procurement platform such as ALLWILL can help ensure that devices like the TSL3 14C remain in optimal working condition without the constraints of OEM‑only service contracts.

How Does the Microline TSL3 14C Compare to Traditional Tools?

Aspect Traditional electrosurgical devices Microline TSL3 14C
Sealing and cutting Often require separate instruments for sealing and cutting, increasing instrument exchanges and case time. Combines sealing and cutting in one step, reducing instrument changes and streamlining workflow.
Thermal spread Higher lateral heat transfer can damage adjacent tissue and increase postoperative inflammation. Engineered to minimize collateral thermal spread, helping preserve surrounding structures.
Precision in MIS Older bipolar and monopolar systems may be bulkier or less ergonomic for laparoscopic use. Designed for laparoscopic and minimally invasive applications, with a profile suited to standard trocars.
Hemostasis reliability Performance can vary with tissue type, vessel size, and operator technique. Provides consistent vessel‑sealing strength across a defined range of vessel diameters when used within recommended parameters.
Maintenance and support Often tied to OEM‑specific service channels and proprietary consumables. Can be integrated into broader device‑management ecosystems such as ALLWILL’s Smart Center, MET vendor‑management system, and Lasermatch inventory platform.

ALLWILL’s Smart Center, for example, can inspect, repair, and refurbish electrosurgical handpieces and related components, extending the usable life of instruments like the TSL3 14C while maintaining performance standards. This approach reduces the need for frequent full‑system replacements and lowers long‑term equipment costs.

How Can a Practice Implement the Microline TSL3 14C Effectively?

Adopting the TSL3 14C is not just about purchasing the device; it requires an integrated workflow that covers procurement, training, maintenance, and performance tracking. A structured implementation process typically includes the following steps:

  1. Needs assessment and device selection
    Evaluate current case mix (bariatric, general surgery, gynecology, etc.) and identify where a thermal‑ligating shears platform would add the most value. ALLWILL’s brand‑agnostic consultations can help match the TSL3 14C to a practice’s specific procedural volume and budget.

  2. Procurement and configuration
    Decide whether to acquire new or refurbished units, and whether to bundle the device with compatible generators and accessories. ALLWILL’s inventory platform, Lasermatch, can streamline sourcing and ensure that the correct configuration (including the 14C tip) is delivered on time.

  3. Training and credentialing
    Arrange hands‑on training for surgeons, first assistants, and circulating staff, focusing on proper tissue handling, jaw closure technique, and energy‑delivery settings. ALLWILL’s MET system can connect practices with fully vetted trainers and technicians who specialize in energy‑based devices.

  4. Integration into OR workflows
    Standardize checklists for instrument setup, energy‑delivery parameters, and post‑use inspection. Track case‑level outcomes such as blood loss, operative time, and complications to quantify the impact of the TSL3 14C.

  5. Ongoing maintenance and optimization
    Establish a regular maintenance schedule, including tip inspection, cable testing, and calibration. ALLWILL’s Smart Center can perform these services in a centralized biomedical facility, reducing downtime and ensuring that each TSL3 14C unit continues to meet performance benchmarks.

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What Are Typical Use Cases for the Microline TSL3 14C?

1. Bariatric surgery: sleeve gastrectomy

Problem: Sleeve gastrectomy requires extensive gastric transection along the greater curvature, often involving multiple stapler loads and additional hemostatic tools.
Traditional practice: Surgeons may rely on linear staplers and separate bipolar or monopolar devices, leading to longer dissection times and higher staple‑line bleeding risk.
Using the TSL3 14C: The device can be used to seal and divide the greater curvature in segments, reducing the number of stapler loads and minimizing staple‑line bleeding.
Key benefit: Shorter operative time, lower staple‑line bleeding rates, and reduced need for additional hemostatic instruments.

2. General surgery: cholecystectomy

Problem: Dissection of Calot’s triangle and division of the cystic duct and artery require precise hemostasis to avoid bile‑duct injury.
Traditional practice: Surgeons often combine clips, sutures, and standard bipolar forceps, which can prolong dissection and increase instrument exchanges.
Using the TSL3 14C: The shears can seal and divide the cystic duct and artery in a single step, with controlled thermal spread that helps protect the common bile duct.
Key benefit: Fewer instrument changes, cleaner dissection, and reduced risk of thermal injury to adjacent structures.

3. Thoracic surgery: pulmonary wedge resection

Problem: Wedge resections in fragile lung tissue demand reliable hemostasis and minimal collateral damage to preserve pulmonary function.
Traditional practice: Staplers and standard bipolar devices may cause excessive tissue crush or thermal injury, increasing air‑leak risk.
Using the TSL3 14C: The device can seal and divide lung parenchyma with limited lateral heat transfer, reducing air‑leak incidence and preserving more functional lung tissue.
Key benefit: Lower postoperative air‑leak rates and faster recovery in patients undergoing minimally invasive thoracic procedures.

4. Gynecologic surgery: adnexal and lymphatic dissection

Problem: Dissection around the fallopian tubes, ovaries, and pelvic vasculature requires precise hemostasis to avoid significant blood loss.
Traditional practice: Surgeons may use multiple bipolar instruments and clips, increasing case time and complexity.
Using the TSL3 14C: The shears can seal and divide small to medium‑sized vessels and tissue bundles efficiently, reducing reliance on clips and additional instruments.
Key benefit: Streamlined dissection, reduced blood loss, and shorter overall operative duration.

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In each of these scenarios, ALLWILL’s ecosystem—from device sourcing to technician and trainer coordination—helps ensure that the TSL3 14C is deployed consistently and maintained effectively across multiple sites and surgeons.

Why Should Practices Consider the Microline TSL3 14C Now?

Advances in energy‑based surgery are shifting the standard of care toward integrated platforms that combine sealing, cutting, and feedback‑driven energy delivery. As reimbursement models increasingly reward shorter operative times, fewer complications, and faster patient recovery, tools like the TSL3 14C become not just “nice to have” but strategically important. Practices that standardize on modern electrosurgical platforms are better positioned to meet quality‑metric targets and remain competitive in value‑based care environments.

At the same time, the complexity of managing multiple energy‑based devices is growing. ALLWILL’s Smart Center, MET vendor‑management system, and Lasermatch inventory platform address this complexity by centralizing inspection, repair, and procurement for a wide range of surgical and aesthetic devices. By integrating the Microline TSL3 14C into this ecosystem, practices can reduce equipment‑related friction, lower total‑cost‑of‑ownership, and focus more of their resources on patient care.

Does the Microline TSL3 14C Replace Staplers?

The TSL3 14C is not intended to replace all staplers but rather to complement them in specific indications. It is most effective for sealing and dividing soft tissue and vessels within its validated size range, while staplers remain preferable for larger‑diameter structures or situations requiring mechanical reinforcement.

How Often Should the TSL3 14C Be Serviced?

Recommended service intervals depend on case volume and institutional protocols, but many centers perform preventive maintenance every 6–12 months or after a defined number of uses. ALLWILL’s Smart Center can tailor a maintenance schedule based on actual usage data and manufacturer guidelines, helping extend the device’s life without compromising performance.

Can Practices Use Refurbished TSL3 14C Units Safely?

Refurbished units that have been inspected, tested, and calibrated by a qualified biomedical facility can perform comparably to new devices. ALLWILL’s refurbishment process includes rigorous performance testing and documentation, enabling practices to adopt advanced tools such as the TSL3 14C at a lower upfront cost while still meeting safety and regulatory requirements.

How Does ALLWILL Support Electrosurgical Device Management?

ALLWILL offers brand‑agnostic device sourcing, trade‑up programs, and a global network of vetted technicians and trainers through its MET system. For electrosurgical platforms like the TSL3 14C, this means practices can access new and refurbished units, arrange training, and schedule repairs or refurbishment without being locked into a single OEM’s service structure.

What Types of Facilities Benefit Most from the TSL3 14C?

The device is particularly valuable in high‑volume bariatric, general, thoracic, and gynecologic surgery centers, as well as ambulatory surgery centers that perform a significant number of laparoscopic procedures. Facilities that standardize on a single energy‑based platform and pair it with ALLWILL’s inventory and service infrastructure tend to see the greatest improvements in workflow efficiency and equipment‑management economics.

Sources

  • Microline Surgical – MiFusion Thermal Ligating Shears TLS3 14C product page

  • Global electrosurgical devices market growth and segmentation reports

  • Clinical studies on thermal‑ligating shears in bariatric, general, thoracic, and gynecologic surgery

  • Industry analyses on minimally invasive surgery adoption and cost‑of‑ownership trends

  • ALLWILL corporate overview and service‑platform documentation

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        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.