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What Is the 6-Step Asset Lifecycle Framework?

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The 6-step asset lifecycle management framework for high-velocity medspas covers planning, procurement, commissioning, active use with preventive maintenance, condition monitoring with CapEx forecasting, and decommissioning with value recovery. Applying this to cosmetic lasers, RF platforms, and body-contouring devices protects uptime, controls total cost of ownership, and enables multi-location scaling without surprise capex spikes.

What does a medspa asset lifecycle framework cover, and who needs it?

A medspa asset lifecycle framework is a structured process that manages energy-based devices from needs assessment through procurement, installation, maintenance, performance trending, and end-of-life disposal or resale.

Private equity-backed groups and multi-location medspa operators need this most because device portfolios span sites, service lines, and depreciation schedules. Without a unified lifecycle approach, clinics face hidden costs: inconsistent maintenance, premature handpiece failures, emergency replacements at premium prices, and compliance gaps when devices move between locations. The framework aligns clinical operations, biomedical maintenance, and finance around a single asset register and replacement cadence.

How does the 6-step lifecycle sequence reduce downtime and capex surprises?

The 6-step sequence—planning, procurement, commissioning, active use with PM, condition monitoring with CapEx forecasting, and decommissioning—reduces downtime by front-loading verification and back-loading value recovery.

  • Planning: Define service-line needs, utilization targets, and total cost of ownership (TCO) before vendor selection.
  • Procurement: Standardize vendor criteria, warranty terms, and regulatory documentation (e.g., 510(k) status per handpiece).
  • Commissioning: Perform acceptance testing and baseline performance checks to set a reference for future condition scoring.
  • Active use & preventive maintenance: Execute scheduled PM (e.g., every 6 months for lasers), track work orders, and log parts replacements to build a failure-history dataset.
  • Condition monitoring & CapEx forecasting: Trend condition scores against baseline; trigger replacement planning 2–3 years ahead to avoid emergency procurement premiums (often ~22% above standard cost).
  • Decommissioning & value recovery: Retire devices with documented disposal, regulatory compliance (WEEE/biohazard where applicable), and residual value capture via trade-in or resale.

This cadence shifts capex from reactive to planned, allowing multi-location groups to synchronize refresh cycles and negotiate better terms.

Why does asset lifecycle management matter for multi-location scaling?

Asset lifecycle management matters for scaling because it standardizes device performance, maintenance cadence, and financial forecasting across sites, preventing one location’s failure from becoming a group-wide cash drain.

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Multi-location operators gain:

  • Centralized visibility: A single asset register shows device age, handpiece shot counts, service history, and warranty status by location.
  • Predictable capex: Condition trending feeds a 5-year capital plan, so replacements are budgeted rather than crisis-funded.
  • Consistent patient experience: Standardized PM and protocol adherence reduce variability in treatment outcomes and adverse events.
  • Faster onboarding: New sites inherit vetted device configurations and maintenance schedules, shortening ramp time.

ALLWILL supports this by sourcing verified new and CPO devices, documenting handpiece authenticity and service history, and facilitating two-way trade-ins to smooth refresh cycles without disrupting revenue.

Which revenue and operational levers are most affected by lifecycle discipline?

Lifecycle discipline directly impacts revenue velocity by service line, device uptime, and consumable cost control—three levers that determine payback on high-ticket platforms.

  • Revenue velocity: Knowing which devices drive the fastest payback (e.g., hair removal, tightening, body contouring) allows targeted marketing and package pricing adjustments.
  • Uptime protection: Preventive maintenance and early condition-based replacement prevent revenue loss from downed consoles during peak seasons.
  • Consumable cost control: Tracking handpiece/tip replacement cycles (often $3,000–$20,000 every 1–2 years depending on volume) prevents surprise outages and keeps margins intact.

Rule of thumb: A single avoided emergency replacement (at ~22% premium) can fund a year of preventive maintenance across multiple devices. Request a quote from ALLWILL for current availability and condition reports on platforms you plan to refresh, so your capex model reflects verified assets, not optimistic listings.

How does the Medspa Asset-Turn Playbook guide procurement to disposal decisions?

Use this Medspa Asset-Turn Playbook as a tactical decision framework to move devices through the lifecycle with minimal friction and maximum value recovery:

  • Stage 1 – Needs Assessment & TCO Modeling: Define target service lines, expected sessions/month, and TCO (acquisition + maintenance + consumables).
  • Stage 2 – Vendor Standardization & Compliance Check: Require regulatory documentation (e.g., 510(k) per handpiece), warranty terms, and service-response SLAs in writing.
  • Stage 3 – Acceptance Testing & Baseline Creation: Run performance benchmarks at installation; log power output, cooling function, and handpiece integrity as the baseline.
  • Stage 4 – PM Scheduling & Work-Order Logging: Set PM intervals (e.g., every 6 months for lasers), track all repairs/parts, and tie work orders to asset IDs in your central register.
  • Stage 5 – Condition Scoring & CapEx Trigger Points: Define threshold scores (e.g., repeated failures, rising energy drift) that trigger replacement planning 2–3 years ahead.
  • Stage 6 – Decommissioning & Value Recovery: Execute compliant disposal, capture residual value via trade-in/resale, and update the asset register to inform the next procurement cycle.
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This playbook turns asset management into a repeatable operating system, enabling PE-backed groups to scale without accumulating hidden liabilities.

What compliance and asset-protection factors must be verified at each stage?

Compliance and asset protection must be verified at procurement, commissioning, maintenance, and decommissioning to avoid regulatory exposure and value leakage.

  • Procurement: Confirm FDA 510(k) clearance or CE marking for each handpiece/application (e.g., TC for wrinkles, FSR for resurfacing, Intensif for electrocoagulation).
  • Commissioning: Document serial numbers, firmware versions, and handpiece compatibility; mismatched components can void support or compromise safety.
  • Maintenance: Ensure PM includes safety testing and performance verification; keep records for audits and warranty claims.
  • Decommissioning: Follow regulatory disposal requirements (e.g., WEEE for electrical equipment, biohazard protocols where applicable) and document the process.

ALLWILL’s CPO process emphasizes these details—condition grading, compliance paperwork, and warranty terms—so clinics can proceed with confidence and avoid costly compliance surprises post-delivery.

Which procurement risks should multi-location groups avoid when sourcing devices?

Common pitfalls include buying units with incomplete handpiece sets, unclear service history, or handpieces near end-of-life; these issues erode ROI through downtime and unexpected replacement costs.

Other risks:

  • Regulatory mismatches: Importing devices without correct clearances or electrical specs for your country can delay deployment or create compliance exposure.
  • Overstated condition: Listings that say “great condition” without functional test data or thermal performance verification may hide latent issues.
  • Consumables & support gaps: Some platforms depend on specific tips, gels, or software licenses; verify ongoing availability and cost before committing.

Mitigation: Work with a sourcing partner that performs technical vetting, provides transparent condition reports, and clarifies warranty and support terms in writing. ALLWILL’s “We Don’t Sell, We Solve” approach is built around this: matching clinics to verified inventory, aligning handpiece configurations with clinical goals, and ensuring compliance documentation is in place before shipment.

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Frequently Asked Questions

What is the typical useful life and depreciation schedule for cosmetic laser equipment?
Useful life estimates vary by jurisdiction; some tax authorities cite 5–8 years for laser/RF skin treatment devices, with diminishing-value or straight-line depreciation rates. Confirm local rules and model your payback accordingly.

How does certified pre-owned (CPO) affect total cost and risk vs new?
CPO units reduce upfront capex but require rigorous vetting of handpieces, service history, and warranty scope to avoid hidden costs. New units offer full warranty and latest firmware at higher cost. Request a tailored quote and condition report from ALLWILL to compare options.

What maintenance cadence should multi-location medspas standardize?
Many operators schedule preventive maintenance every 6 months for lasers and RF platforms, with additional checks after high-volume periods. Log all work orders and parts replacements to build a failure-history dataset for condition trending.

Which regulatory documents must be verified before deploying a device across locations?
Confirm 510(k) clearance or local equivalents for each handpiece/application, ensure electrical specs match your facilities, and document serial numbers, firmware, and compatibility. Verify import/compliance requirements for each country.

How can clinics capture residual value at end-of-life?
Execute compliant disposal, then pursue trade-in or resale through vetted channels to recover residual value. Update your asset register so lifecycle data informs the next procurement decision.

References

  1. Stages of Medical Equipment Lifecycle Management

  2. Medical Equipment Lifecycle Management: From Procurement to Disposal

  3. Asset Lifecycle Management: Importance, Stages and Best Practices

  4. What is Asset Lifecycle Management (ALM)?

  5. Asset Management Life Cycle: 5 Stages and Best Practices

  6. 6 Stages And Best Practices for Asset Lifecycle Management

  7. How to Calculate ROI on an Aesthetic Device for a Med Spa

  8. Cosmetic Laser Machine Running Costs in Australia (2026)

  9. FDA 510(k) Summary for EndyMed Devices

  10. Endymed Pro certified and warranted laser systems

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        8.  MRP’S WARRANTIES, IF ANY.

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

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

(c) Limited Warranties, If Any.

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

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

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

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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.