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Global Healthcare Exchange: Complete Guide to GHX Supply Chain Transformation

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Global Healthcare Exchange, commonly known as GHX, has become one of the most influential healthcare supply chain platforms for hospitals, health systems, suppliers, and distributors seeking to reduce costs, increase automation, and improve data visibility across the procure‑to‑pay lifecycle. As healthcare providers face rising labor costs, reimbursement pressure, and clinical supply complexity, GHX healthcare supply chain solutions offer a cloud-based, data-driven way to standardize processes, streamline purchasing, and support value-based care.

What Is Global Healthcare Exchange (GHX)?

Global Healthcare Exchange is a healthcare supply chain technology and services company that operates one of the largest digital trading networks in the industry, often described as the GHX Global Network, connecting hundreds of thousands of providers, manufacturers, distributors, and group purchasing organizations. The core GHX Exchange platform is a cloud-based hub that automates order processing, invoicing, and data synchronization between trading partners, replacing manual, fax-based, or email-driven workflows with standardized electronic data interchange.

The mission of GHX is to reduce the cost of doing business in healthcare by automating supply chain processes, improving data accuracy, and providing business intelligence insights that help supply chain, finance, and clinical stakeholders make better decisions about product utilization and purchasing. This focus on automation and analytics aligns with broader industry trends in healthcare supply chain management, including digital transformation, AI-driven forecasting, and enterprise resource planning modernization.

Market Context: Why GHX Matters in Healthcare Supply Chain

The healthcare supply chain management market has grown rapidly as providers and suppliers seek to digitize procurement and reduce operational waste. Industry analyses indicate that global healthcare supply chain management solutions represent a multibillion-dollar market, with strong double-digit growth driven by cloud adoption, inventory optimization, and the shift to value-based care models. North America accounts for a substantial share of this market due to high healthcare spending, regulatory requirements, and the need to manage complex product catalogs and contracts.

Within this landscape, Global Healthcare Exchange stands out as a leading healthcare supply chain platform because it combines electronic trading, content management, contract alignment, vendor credentialing, and analytics in a single ecosystem. Hospitals and health systems increasingly recognize that supply chain costs are often the second-largest operational expense after labor, making platforms like GHX critical to achieving cost savings, standardization, and clinical alignment.

Core GHX Solutions and Platform Components

GHX has evolved beyond a simple exchange into a comprehensive healthcare procurement and financial automation suite that spans the entire procure‑to‑pay continuum.

Key platform pillars typically include:

  • GHX Exchange for electronic ordering and invoicing between providers and suppliers.

  • Procurement automation tools for requisitioning, catalog access, and marketplace purchasing.

  • Accounts payable automation and ePay capabilities for electronic invoice and payment processing.

  • Content and item master management solutions for standardized supply data and contract-linked pricing.

  • Contract management and price alignment capabilities to ensure transactions match negotiated terms.

  • Vendor credentialing solutions, including GHX Vendormate, to manage vendor access and compliance.

  • Inventory management, warehouse tracking, and point-of-use support for clinical supply visibility.

  • Analytics, business intelligence, and AI tools such as supply chain resiliency features for backorder mitigation.

These building blocks are designed to work together so that healthcare providers can centralize data, automate transactions, and align finance, supply chain, and clinical teams around accurate, timely information.

GHX Healthcare Supply Chain for Providers

Global Healthcare Exchange offers specific modules and workflows targeted at healthcare providers, including hospitals, integrated delivery networks, and outpatient networks that require coordinated purchasing and inventory management.

Common capabilities for providers include:

  • Value analysis support to evaluate new products, manage formularies, and rationalize SKUs.

  • eCommerce and marketplace purchasing with guided buying toward contracted items and preferred vendors.

  • Contracting workflow tools to manage agreements with manufacturers and distributors.

  • Price alignment processes that ensure item master data, contract data, and transaction pricing remain synchronized.

  • Accounts payable automation with electronic invoice matching, exception handling, and payment workflows.

  • Data management and item master maintenance supported by large-scale healthcare supply catalogs.

  • Inventory management and warehouse distribution tracking for both clinical and non-clinical items.

  • Vendor credentialing and compliance to control access to clinical areas and maintain regulatory readiness.

By centralizing these functions within GHX, many health systems aim to reduce manual work in materials management, improve contract compliance, and provide better reporting across locations, service lines, and product categories.

GHX for Suppliers, Manufacturers, and Distributors

Global Healthcare Exchange also serves healthcare suppliers, life sciences manufacturers, and distributors that participate in the GHX Global Network to optimize their order-to-cash processes. For suppliers, integration with the GHX Exchange and related modules can streamline electronic order management, invoicing, and data synchronization with customers.

Typical supplier-facing features include:

  • Automated EDI order receipt and confirmation to accelerate processing and reduce manual entry.

  • Electronic invoice generation and transmission, supporting higher adoption of eInvoicing among provider customers.

  • Document repository features for contracts, certifications, and product documentation.

  • Vendor credentialing solutions to manage access credentials for sales representatives visiting provider facilities.

  • Analytics on trading performance, error rates, and order turnaround times to improve service levels.

By standardizing data formats and processes across many providers, GHX helps suppliers reduce transaction costs, minimize order errors, and support more collaborative contracting and price alignment with their customers.

Government and Public Sector Use of GHX

GHX healthcare supply chain solutions are also relevant for government agencies, military health organizations, and public health systems that require secure, compliant procurement processes. Some deployments support entities such as defense health agencies, logistics agencies, and military hospitals that need robust vendor credentialing, contract management, and data management capabilities.

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In these contexts, GHX technology can help:

  • Consolidate supplier data and credentialing across secure facilities.

  • Standardize procurement for medical supplies, pharmaceuticals, and equipment under complex contracting structures.

  • Provide visibility into spending and supplier performance to meet public accountability requirements.

The combination of secure electronic transactions and vendor management makes GHX a viable option for public-sector healthcare organizations seeking to modernize legacy procurement systems.

GHX Technology Stack and Cloud Architecture

At the core of Global Healthcare Exchange is a cloud-based, software-as-a-service architecture designed for scalability, interoperability, and integration with existing healthcare IT environments. The GHX platform typically integrates with hospital ERP systems, materials management software, and electronic health records to support seamless data exchange.

Key technology characteristics include:

  • Cloud hosting that allows for rapid onboarding of new trading partners and scalable transaction volumes.

  • Standardized EDI and API connections for order, invoice, and acknowledgement messages.

  • Master data management engines to consolidate and normalize item, vendor, and contract data from multiple sources.

  • Role-based access control and security frameworks aligned with healthcare privacy and security regulations.

  • Analytics layers that leverage data warehouses, reporting tools, and increasingly AI/ML models for predictive insights.

The combination of cloud ERP support and interoperability is especially important as more providers migrate from on-premise ERP systems to cloud-based solutions and look for supply chain platforms that can bridge legacy processes with new digital workflows.

Automation: Procure-to-Pay and Order-to-Cash

A central value proposition of Global Healthcare Exchange is automation of both procure‑to‑pay for providers and order‑to‑cash for suppliers. By using standardized electronic transactions instead of paper or email-based methods, GHX reduces manual touchpoints and the potential for errors.

Automations typically span:

  • Purchase order creation and transmission from provider ERP to suppliers via the GHX Exchange.

  • Order acknowledgements, shipment notifications, and advanced shipping notices back from suppliers.

  • Electronic invoicing and automated three-way matching between purchase orders, receipts, and invoices.

  • Exception handling workflows when pricing mismatches, item discrepancies, or receiving issues arise.

  • Electronic payments via integrated ePay modules, reducing check processing and manual reconciliations.

This end-to-end automation is a key driver of cost reduction, as it limits labor-intensive data entry, reduces invoice disputes, and shortens cycle times from requisition to payment.

Data Management, Item Master, and Catalogs

Accurate data is the foundation of any healthcare supply chain platform, and GHX places heavy emphasis on item master management, catalog accuracy, and contract-linked pricing. Healthcare providers often struggle with fragmented item data, duplicates, and outdated pricing, which can lead to overpayments, stockouts, and compliance issues.

GHX addresses this through:

  • Centralized supply item catalog resources that aggregate and standardize product data from multiple manufacturers and distributors.

  • Tools that link items to active contracts, ensuring that purchase orders and invoices reflect negotiated terms.

  • Data quality processes that flag duplicates, obsolete items, and inconsistent attributes.

  • Dynamic reporting that highlights discrepancies between contract prices and transaction prices.

By maintaining a clean, synchronized item master and contract library, organizations can more easily enforce formularies, drive utilization of preferred products, and avoid paying incorrect prices.

Vendor Credentialing and Compliance

Vendor credentialing is another cornerstone of the Global Healthcare Exchange ecosystem, most notably through its Vendormate platform. Hospitals and clinics must manage the credentials, training, and compliance status of thousands of vendor representatives who need access to clinical areas for device support, training, and sales activities.

Common features of GHX vendor credentialing include:

  • Centralized registration and profile management for vendor companies and their representatives.

  • Tracking of required documents such as immunization records, background checks, and training certifications.

  • Badging and facility access control integrated with hospital policies.

  • Real-time sanction checks and exclusion list monitoring to support regulatory compliance.

These capabilities help providers reduce risk, maintain compliance with accreditation and regulatory bodies, and ensure that only appropriately credentialed individuals are allowed into sensitive clinical environments.

Analytics, Intelligence, and AI in GHX

Modern healthcare supply chains require more than transactional efficiency; they demand predictive insights and real-time visibility. Global Healthcare Exchange has invested in analytics tools and AI-assisted features that help organizations identify cost savings, mitigate disruption, and optimize purchasing decisions.

Analytics and AI-related capabilities may include:

  • Dashboards showing spend by category, vendor, location, and contract.

  • Key performance indicators such as perfect order rates, contract compliance, and utilization across service lines.

  • Predictive models for backorder risk, supplier performance, and inventory levels.

  • Scenario analysis to understand the impact of standardizing products or shifting volume between suppliers.

Some GHX offerings incorporate AI-driven supply chain resiliency tools that help organizations proactively manage shortages and disruptions, which became especially important during global crises affecting medical supply availability.

GHX Marketplace and Guided Buying

An important evolution of Global Healthcare Exchange is the creation of marketplace-style buying experiences for hospital staff, often branded as GHX Marketplace or similar eCommerce formats. These solutions provide clinicians and requisitioners with an intuitive interface to request products while still enforcing contract and formulary rules behind the scenes.

Key aspects of marketplace and guided buying include:

  • Searchable catalogs that present standardized items, descriptions, and pricing in a user-friendly way.

  • Rules that steer users toward preferred suppliers and contracted items, reducing off-contract spending.

  • Mobile-enabled requisitioning for clinicians working across units, often via barcode scanning or simple search.

  • Configurable approval workflows aligned with organizational policies and budgets.

By combining consumer-grade eCommerce usability with strict back-end controls, GHX helps align clinical choice with supply chain strategy without creating friction for end users.

Inventory Management, Warehouse, and Point-of-Use

Inventory and warehouse management is a critical function within healthcare supply chain management, and Global Healthcare Exchange provides tools to support visibility from central warehouses to clinical units. Poor inventory control can lead to expired products, stockouts that delay care, and unnecessary capital tied up in supplies.

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Key capabilities include:

  • Central warehouse and storeroom tracking of on-hand quantities, reorder points, and usage trends.

  • Integration with point-of-use systems, cabinets, or scanning workflows in operating rooms and procedure areas.

  • Lot and serial number tracking for devices and implants where traceability is required.

  • Support for consignment inventory models and vendor-managed stock in collaboration with suppliers.

When integrated with GHX transaction data and analytics, inventory management modules enable more accurate forecasting, reduced waste, and better alignment between supply levels and clinical demand.

Real-World Use Cases and ROI from GHX

Hospitals and health systems adopting Global Healthcare Exchange often aim to achieve quantifiable reductions in supply chain costs and improvements in operational efficiency. Typical return on investment examples include reductions in invoice processing costs, higher contract compliance rates, and fewer purchase order exceptions.

Examples of measurable outcomes can include:

  • Lower manual invoice processing cost per transaction through high adoption of electronic invoices.

  • Decreased number of pricing discrepancies thanks to contract and price alignment tools.

  • Reduced cycle time from purchase requisition to purchase order approval and supplier confirmation.

  • Increased percentage of spend flowing through preferred contracts and suppliers.

Over time, these gains can translate into millions of dollars in savings for large health systems, along with softer benefits like improved clinician satisfaction due to fewer stockouts and more reliable access to needed supplies.

How GHX Compares to Other Healthcare Supply Chain Platforms

Healthcare organizations evaluating Global Healthcare Exchange will naturally compare it to other supply chain management solutions, ERP-native modules, and specialized vendor credentialing or inventory tools. A structured comparison often focuses on network scale, integration depth, analytics capabilities, and industry-specific functionality.

Comparative Snapshot of Healthcare Supply Chain Platforms

Solution Core Focus Network Scope Key Advantages Typical Users
Global Healthcare Exchange (GHX) End-to-end healthcare supply chain, exchange, vendor credentialing Large multi-entity healthcare trading network Strong provider–supplier connectivity, robust content management, vendor credentialing and analytics Hospitals, IDNs, suppliers, government
ERP-native supply chain modules Integrated procurement and inventory within ERP Varies by vendor Tight linkage to finance and HR data, single platform Health systems standardizing on one ERP
Standalone vendor credentialing platforms Vendor access and compliance Focused on vendor management Deep compliance features, facility access integration Hospitals, ambulatory surgery centers
Niche inventory optimization tools Inventory analytics and automation Limited trading network focus Advanced forecasting, analytics, automation in specific areas Health systems needing high-precision inventory control

This type of comparison shows that GHX excels where organizations value a broad trading network and combined capabilities such as exchange, content management, and credentialing, while other solutions may be better suited when a provider wants to keep everything inside a single ERP or focus solely on inventory analytics.

Top GHX-Related Products and Services Overview

Healthcare leaders often look at specific GHX modules and services to address particular pain points.

Representative GHX and Related Offerings

Product/Service Key Advantages Ratings Context Primary Use Cases
GHX Exchange High-volume EDI automation, connects many providers and suppliers Well-established in healthcare supply chain platforms Procure-to-pay automation, order and invoice management
GHX Marketplace Guided buying, contract-compliant catalogs, mobile requisitioning Used by organizations prioritizing clinician-friendly purchasing Clinical requisitioning, contract compliance, reduction of maverick spend
GHX Vendormate Comprehensive vendor credentialing, access control, compliance reporting Widely adopted as a vendor management solution in hospitals Vendor access management, regulatory compliance, audit readiness
GHX Analytics and Reporting Spend visibility, compliance metrics, performance dashboards Selected by organizations seeking advanced supply chain intelligence Value analysis, contract performance, executive reporting
GHX Inventory and Warehouse Tools Improved supply visibility and traceability Used by systems with complex multi-site inventory needs Warehouse management, OR supply tracking, consignment management

While ratings vary across organizations and review platforms, many users emphasize the value of the GHX network size, healthcare-specific features, and the ability to consolidate multiple supply chain processes in one environment.

How ALLWILL Fits into the Healthcare Equipment and Supply Ecosystem

Within the broader healthcare procurement and technology ecosystem, companies like ALLWILL play a complementary role by focusing on medical aesthetics devices and equipment lifecycle. ALLWILL is redefining B2B medical aesthetics by emphasizing innovation, trust, and efficiency, helping practitioners not only source but also maintain and upgrade devices through a Smart Center that handles inspection, repair, and refurbishment. By combining a vendor management system, an inventory platform, and brand-agnostic consultation, ALLWILL addresses many of the same pain points GHX targets in the supplies domain—visibility, reliability, and cost optimization—specifically tailored to high-value medical devices.

Integration of GHX with Cloud ERP and Hospital Systems

A major trend in healthcare operations is the migration from legacy on-premise ERP systems to modern cloud-based platforms. Global Healthcare Exchange is often selected as a strategic partner in this transformation because it can act as a bridge between provider ERP environments and the diverse supplier community.

Key integration considerations include:

  • Mapping of procurement and AP processes between GHX and ERP modules.

  • Data synchronization for vendors, items, locations, and charts of accounts.

  • Handling of legacy catalogs and conversion to GHX-supported item master structures.

  • Testing of EDI workflows for purchase orders, invoices, and acknowledgments.

  • Governance frameworks for ongoing data stewardship and process ownership.

When done correctly, integration between GHX and cloud ERP systems can provide a single source of truth for supply data, while still leveraging the scale and connectivity of the GHX network for external transactions.

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Implementation Best Practices for GHX Adoption

Successful adoption of Global Healthcare Exchange in a healthcare organization typically involves more than just technology deployment; it requires process redesign, stakeholder engagement, and change management.

Useful practices include:

  • Establishing cross-functional governance between supply chain, finance, IT, and clinical leadership.

  • Rationalizing item masters and contracts prior to or during GHX onboarding to reduce complexity.

  • Defining standard purchasing policies and approval workflows that can be encoded into GHX marketplace and requisition tools.

  • Training end users on new requisition interfaces, guided buying rules, and exception processes.

  • Monitoring metrics such as electronic transaction adoption rates, invoice match rates, and contract compliance to track progress.

Organizations often adopt a phased rollout, starting with high-volume categories or specific facilities before scaling to enterprise-wide use, which can mitigate risk and allow for incremental process refinement.

Security, Compliance, and Regulatory Considerations

Because Global Healthcare Exchange processes sensitive business data and manages vendor access to clinical environments, security and compliance are central design elements. Healthcare organizations evaluating GHX will typically review certifications, audit controls, and adherence to regulations and industry standards.

Important areas of focus include:

  • Data encryption, both in transit and at rest, for transaction and master data.

  • Logical and physical security of the cloud infrastructure.

  • Role-based access controls and audit trails for administrative actions.

  • Vendor credentialing compliance with regulatory and accreditation requirements.

  • Support for audits by regulators, payers, and accreditation bodies through robust reporting.

These elements help ensure that GHX can be safely integrated into the broader healthcare IT landscape without increasing cyber or compliance risk.

Financial Impact and Strategic Value of GHX

When healthcare executives evaluate Global Healthcare Exchange, they often build a business case that spans both hard-dollar savings and strategic value. On the financial side, GHX can contribute to reduced transaction costs, lower supply spend through better contract adherence, and minimized write-offs due to pricing errors or inventory waste.

Strategic benefits may include:

  • Enhanced resilience against supply disruptions thanks to better visibility and AI-supported planning.

  • Stronger alignment between supply chain and clinical teams through shared data and analytics.

  • Improved negotiating position with suppliers due to richer spend insights and standardized processes.

  • Support for broader digital transformation initiatives across finance, procurement, and operations.

In an environment where margins are under pressure and patient expectations continue to grow, these strategic gains can be just as important as direct cost savings.

Global Healthcare Exchange and Value-Based Care

As health systems shift toward value-based reimbursement models, supply chain decisions increasingly influence clinical quality and total cost of care. GHX supports value-based care strategies by providing tools that connect supply utilization, contract terms, and cost information with patient care processes.

For example, value analysis committees can use GHX analytics to evaluate how different products affect outcomes and costs across episodes of care. Procurement teams can then align contracts and purchasing behavior with products that deliver the best clinical and economic value, rather than focusing on unit price alone. In this way, Global Healthcare Exchange becomes a foundational element of value-based supply chain management.

Future Trends for Global Healthcare Exchange and Healthcare Supply Chains

The future of Global Healthcare Exchange and healthcare supply chain technology is closely tied to broader trends in digital health, data interoperability, and artificial intelligence.

Likely developments include:

  • Increased use of AI for demand forecasting, backorder management, and risk scoring of suppliers.

  • Deeper integration with clinical systems to link supply usage directly to patient outcomes and cost metrics.

  • Expansion of marketplace capabilities to include new categories such as services, rentals, and subscription-based device models.

  • Greater emphasis on sustainability and environmentally responsible procurement, with GHX tools highlighting suppliers that meet environmental, social, and governance criteria.

  • Continued globalization of trading networks, allowing international health systems to leverage similar supply chain automation and analytics capabilities.

As these trends mature, Global Healthcare Exchange is positioned to evolve from a primarily transactional platform into a strategic intelligence hub that connects supply chain data with broader healthcare performance goals.

Practical Considerations for Choosing and Optimizing GHX

For organizations considering Global Healthcare Exchange, key evaluation points include the size and fit of the GHX trading network for their primary suppliers, the depth of integration with existing ERPs and clinical systems, and the availability of internal resources to govern data and process changes. It is also important to assess the organization’s readiness for change, given that GHX adoption often reshapes purchasing workflows and vendor interactions.

Healthcare leaders should plan for a multi-year journey in which GHX utilization becomes progressively more sophisticated. Early phases may focus on basic EDI and invoice automation, while later stages leverage advanced analytics, AI-supported resiliency, and broader use of marketplace features and vendor credentialing.

Conversion-Oriented Next Steps with Global Healthcare Exchange

Organizations seeking to modernize their healthcare supply chain with Global Healthcare Exchange can begin by assessing current pain points in procurement, accounts payable, inventory management, and vendor credentialing. From there, defining a clear vision and roadmap for GHX adoption will help align stakeholders and ensure that each implementation phase delivers measurable value.

Hospital and health system leaders can engage with internal supply chain and finance teams to identify the highest-impact categories and workflows for early automation, then expand to enterprise-wide deployment once success has been demonstrated. Finally, by continuously reviewing performance metrics and refining processes, organizations can turn GHX from a transactional tool into a long-term strategic asset that supports financial health, operational resilience, and better patient care.

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

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

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

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

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

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

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

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

        8.  MRP’S WARRANTIES, IF ANY.

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

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

(c) Limited Warranties, If Any.

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

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

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

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

        10.  LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL MRP BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES, ARISING FROM, RELATED TO OR CAUSED, DIRECTLY OR INDIRECTLY, WHETHER FORESEEABLE OR NOT, BY THE EQUIPMENT AND/OR THE SERVICES, THE USE OR INABILITY TO USE THE EQUIPMENT, THE RESULTS GENERATED FROM THE EQUIPMENT AND/OR THE SERVICES, THIS AGREEMENT, ANY OTHER ACT OR OMISSION OF MRP, OR BASED UPON ANY OTHER LEGAL THEORY. IN NO EVENT SHALL MRP BE LIABLE FOR ANY LOSSES OF REVENUE, USE, BUSINESS OPPORTUNITY, PROFIT, SAVINGS OR ANY OTHER DAMAGES DUE TO ANY CAUSE WHATSOEVER, EVEN IF MRP OR ITS AGENTS HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THE FOREGOING IS A SEPARATE, ESSENTIAL TERM OF THIS AGREEMENT, AND SHALL BE EFFECTIVE UPON THE FAILURE OF ANY REMEDY, EXCLUSIVE OR NOT. IN NO EVENT WILL MRP’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE PURCHASE PRICE ACTUALLY PAID TO MRP BY BUYER FOR THE EQUIPMENT AND/OR THE SERVICES GIVING RISE TO THE CLAIM FOR WHICH DAMAGES ARE BEING SOUGHT. NO SUIT OR ACTION MAY BE BROUGHT BY BUYER, ITS SHAREHOLDERS, DIRECTORS, MANAGERS, EMPLOYEES OR AGENTS FOR ANY BREACH OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. IT IS AGREED THAT MRP’S LIABILITY IS SO LIMITED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY EQUIPMENT IN THE PRACTICE OF ANY PROCESS, WHETHER IN TERMS OF OPERATING COSTS, GENERAL EFFECTIVENESS, SUCCESS OR FAILURE, AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY MRP, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE EQUIPMENT.

        11.  BUYER’S REPRESENTATIONS AND WARRANTIES. Buyer represents and warrants to MRP that: (a) Buyer is duly organized, validly existing, and in good standing in the jurisdiction of Buyer’s formation; (b) Buyer is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required; (c) Buyer has the full right, power, and authority to enter into this Agreement and to perform Buyer’s obligations under this Agreement; (d) the execution of this Agreement by the person whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of Buyer; (e) when executed and delivered by each of MRP and Buyer, this Agreement will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms; (f) Buyer is in compliance with all applicable laws relating to this Agreement, the Equipment and the operation of Buyer’s business; (g) Buyer is not insolvent and is paying all of its debts as they become due; and (h) all financial information that Buyer has provided to MRP is true and accurate and fairly represents Buyer’s financial condition.

        12. PROPRIETARY RIGHTS.

(a) Ownership. No sale shall be construed as granting to Buyer any license or other right in, or to, any of MRP’s (i) patents; (ii) trademarks; (iii) internet domain names, whether or not trademarks, registered by any authorized private registrar or governmental authority, web addresses, web pages, websites and URLs; (iv) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, technical data, data files, and databases and other specifications and documentation; (v) trade secrets; (vi) environmental or other testing applicable to the Equipment and/or the Services; and (vii) industrial and other intellectual property rights, and all rights, interests, and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the laws of any jurisdiction throughout in any part of the world (collectively, the “Intellectual Property Rights”).

(b) Prohibited Acts. Buyer shall not (i) take any action that might interfere with any of MRP’s rights in or to Intellectual Property Rights, including MRP’s ownership or exercise thereof; (ii) challenge any right, title, or interest of MRP in or to the Intellectual Property Rights; (iii) make any claim or take any action adverse to MRP’s ownership of the Intellectual Property Rights; (iv) register or apply for registrations, anywhere in the world, for MRP’s trademarks or any other trademark that is similar to MRP’s trademarks or that incorporates MRP’s trademarks in whole or in confusingly similar part; (v) use any mark, anywhere that is confusingly

similar to MRP’s trademarks in whole or in confusingly similar part; (vi) engage in any action that tends to disparage, dilute the value of or reflect negatively on the Equipment and/or the Services or any of MRP’s trademarks; (vii) misappropriate any of MRP’s trademarks for use as a domain name without prior written consent from MRP; or (viii) alter, obscure or remove any of MRP’s trademarks, or trademark or copyright notices or any other proprietary rights notices placed on the

Equipment, marketing materials or other materials that MRP may provide.

        13.  CONFIDENTIAL INFORMATION. Without the prior written consent of MRP,Buyer, directly or indirectly, shall not disclose (and will direct its directors, shareholders, employees and agents not to disclose) any Confidential Information. The term “Confidential Information” means any information of or relating to MRP or the Equipment and/or the Services not generally known to the public (other than as a result of disclosure in violation of this Agreement) in spoken, printed, electronic or any other form or medium, including, but not limited to, business processes, practices, methods, policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts, transactions, potential transactions, know-how, trade secrets, databases, manuals, records, supplier information, financial information, accounting information, legal information, marketing information, pricing information, payroll information, personnel information, and supplier lists.

        14.  NON-SOLICITATION. Buyer agrees not to solicit or hire any personnel of MRP involved with the delivery of the Services during the provision of such Services and for twelve (12) months after the completion of such Services; provided, however, that Buyer may hire individuals employed by MRP who, without other solicitation, respond to advertisements or solicitations aimed at the general public.

        15.  EQUITABLE REMEDIES. Buyer acknowledges and agrees that (a) a breach or threatened breach by Buyer of any of its obligations under Sections 13 or 14 would give rise to irreparable harm to MRP for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by Buyer of any such obligations, MRP shall, in addition to any and all other rights and remedies that may be available to MRP at law, at equity, or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy. Buyer agrees that Buyer will not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of this Section 15.

        16.  INDEMNIFICATION. Buyer agrees to indemnify, defend and hold harmless MRP and its directors, shareholders, employees and agents (collectively, “MRP Indemnitees”) against any liability, damage, loss or expense incurred by or imposed in connection with any claims, suits, actions, demands or judgments arising out of (a) any breach or non-fulfillment of any representation, warranty or covenant set forth in this Agreement by Buyer or its directors, managers, employees or agents (collectively, “Buyer’s Agents”); (b) any negligent act or omission or willful misconduct of Buyer or Buyer’s Agents in connection with this Agreement; (c) any bodily injury, death of any person or damage to real or tangible personal property caused by Buyer or Buyer’s Agents, including the use of unauthorized parts in or service of the Equipment; (d) any failure by Buyer or Buyer’s Agents to comply with any applicable laws; (e) any fraud or other intentional acts by Buyer or Buyer’s Agents; and (f) the use or operation of the Equipment, including, without limitation, any medical and/or surgical procedures performed by Buyer, and any of Buyer’s Agents, using the Equipment unless said damages are determined by a court of competence jurisdiction to be solely by the gross negligence of MRP or solely as result of a breach by MRP of the limited warranties contained herein.

        17.  DEFAULTS; REMEDIES. Notwithstanding anything herein to the contrary, should Buyer fail to pay for the order or any other amount, in whole or in part, when due or perform its other obligations under this Agreement or as otherwise mutually agreed in writing between Buyer and MRP (each, a “Default”), then MRP may take any and all actions available under law or equity to collect said amounts with a ten (10) day prior written notice, including, but not limited to, enforcing its security interest, accelerating the payment of and declaring immediately due and payable any unpaid balance of the order, referral to outside collection agencies and/or commencement of legal action. MRP’s rights shall be cumulative, and it shall not be required to have attempted to realize upon to the Equipment before taking any other collection actions. MRP may require that Buyer assemble and return any or all of the Equipment to MRP and, in the event Buyer fails to return such Equipment peaceably, enter upon the premises where such Equipment is located, with or without legal process, and repossess such Equipment. Upon a Default, Buyer agrees to pay upon MRP’s demand: (i) all costs and expenses incurred by MRP or its assignee in connection with the enforcement of any remedies, including all expenses incurred in connection with the return, sale, release or other disposition of the Equipment, including attorneys’ fees and other costs incurred by MRP or its assignee in enforcing or defending its rights and remedies under this Agreement and any other written agreement between Buyer and MRP.

        18.  COMPLIANCE WITH LAWS. Buyer shall (a) carry out the transactions contemplated by this sale and deal with the Equipment in conformity with all applicable laws, rules and regulations of all government authorities, including, without limitation, export laws, (b) obtain all permits and licenses required in connection with the purchase, shipment, installation or use of the Equipment, and (c) be solely responsible to fully understand and comply with laws, rules and regulations. Any information provided is as a convenience only.

        19.  FURTHER ASSURANCES. Upon MRP’s reasonable request, Buyer shall, at its sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, necessary to give full effect to this Agreement.

        20.  ASSIGNMENT; SUCCESSORS AND ASSIGNS. Buyer cannot delegate any duties nor assign any rights or claims under this Agreement without MRP’s prior written consent, and any such attempt or assignment shall be void. In the event that Buyer finances its acquisition of any Equipment with a third party, Buyer may direct MRP to transfer title of such Equipment to such third-party financing company, with all remaining terms and conditions of this Agreement remaining in full force and effect. This Agreement is binding on and inures to the benefit of the parties to this Agreement and their respective permitted successors and permitted assigns.

        21.  NO THIRD-PARTY BENEFICIARIES. Subject to Section 16, this Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

        22.  GOVERNING LAW; VENUE. The application of the UN Convention on Contracts for the International Sale of Goods is expressly excluded. The parties agree that any and all claims, demands, disagreements, controversies or disputes arising out of or relating to this Agreement and any agreement or document delivered in connection herewith (collectively, “Claims”) shall be governed by and construed in accordance with the laws of the State of Utah and adjudicated exclusively in the state and federal courts located in or nearest to Summit County, Utah, which courts shall have the sole and exclusive jurisdiction and venue for adjudication of all Claims. The parties hereby agree upon, consent and stipulate to the jurisdiction and venue of the aforementioned courts for the adjudication of all Claims, to the exclusion of all other courts, forums and venues whatsoever.

        23.  NON-DISPARAGEMENT. Buyer shall not disparage MRP or MRP’s trademarks, websites, products or services, or display any such items in a derogatory or negative manner on any website or in any public forum or press release.

        24.  NOTICES. Any notice, demand, or communication required, permitted or desired to be given hereunder shall be deemed effectively given when personally delivered, when sent by electronic means, when received by overnight courier, or when mailed by prepaid, certified or registered mail, return receipt requested, addressed to the other party at its address set forth on the Quote or to such other address that the receiving party may designate from time to time in accordance with this Section 25.

        25.  PUBLIC ANNOUNCEMENTS. Unless otherwise stated herein, neither party shall issue a press release or otherwise advertise, make a public statement or disclose to any third-party information pertaining to the relationship arising under this Agreement, the existence or terms of this Agreement, the underlying transactions between MRP and Buyer or agent for Buyer or refer to the other party in relation to this Agreement without the other party’s prior written approval.

        26.  ENTIRE AGREEMENT; ADDITIONAL OR INCONSISTENT TERMS. Subject to Section 32, this Agreement constitutes the sole and entire agreement between the parties hereto relating to the subject matter hereof, and any unincorporated representation, affirmation of fact, course of prior dealings, promise or condition in connection therewith, or usage of the trade, shall not be binding on either party. Terms and conditions set forth which differ from, conflict with or are not included in this Agreement shall not be part of any agreement between MRP and Buyer unless both parties specifically accept such terms and conditions in writing.

        27.  WAIVER. No waiver under this Agreement is effective unless it is in writing and signed by the party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated and does not operate as a waiver on any future occasion. None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege or condition arising from this Agreement: any failure or delay in exercising any right, remedy, power or privilege or in enforcing any condition under this Agreement; or any act, omission or course of dealing between the parties.

        28.  SURVIVAL. Subject to the limitations and other provisions of this Agreement, the representations and warranties of Buyer contained herein shall survive the expiration or earlier termination of this Agreement for a period of twelve (12) months after such expiration o termination and (b) this Section 29 and Sections 10, 12, 13, 14, 15, 16, 17, 21, 22, 23, 24, 26, and 32 of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Agreement. All other provisions of this Agreement shall not survive the expiration or earlier termination of this Agreement.

        29.  RELATIONSHIP OF PARTIES. Nothing in this Agreement creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the parties. Neither party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement or undertaking with any third party.

        30.  HEADINGS. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

        31.  ORDER OF PRECEDENCE. In the event of conflict between the Quote, a written agreement by MRP, and these Terms, the order of priority shall be: (1) the written

agreement by MRP, if only if executed by an MRP Officer, (2) the Quote and (3) these Terms, and only to the extent of the direct conflict. Notwithstanding the foregoing, MRP shall not be bound by, and specifically objects to, any terms, conditions or other provisions, both written and oral, which are different from, in addition to or inconsistent with the provisions of this Agreement which are set forth in any purchase order, receipt, acceptance, confirmation, correspondence or otherwise of, or by, Buyer. Fulfillment of Buyer’s order shall not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend the terms and conditions contained herein.

        32.  SEVERABILITY. If any part of this Agreement is held to be void, illegal or unenforceable, then it shall be deemed to be severed from this Agreement and the remaining provisions shall continue in full force and effect; provided, however, that if any fundamental term or provision of this Agreement is held to be void, illegal or unenforceable, the remainder of this Agreement shall be unenforceable. Upon a determination that any term or provision is void, illegal or unenforceable, the parties shall negotiate in good faith to modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.