Terms and Legal Definitions

By this private instrument, the parties:

  • CARDIO SISTEMAS COMERCIAL INDUSTRIAL LTDA., located at Av. Paulista, 509, Floors 1 and 2, Units 201, 212-214, Bela Vista, São Paulo/SP, registered under CNPJ No. 51.961.258/0001-95, hereinafter referred to as CARDIOS;

  • CLIENTE, duly identified and qualified in the Sales Order, hereinafter referred to as CLIENTE;

Hereby agree and contract to enter into this Products and Services Sale Agreement (“Agreement”), which shall be governed by the clauses and conditions below.

CLAUSE ONE – DEFINITIONS

  • CLIENTE: natural person or legal entity duly qualified in the Sales Order.

  • Equipment: devices described in the Sales Order.

  • Software: program necessary for the use of the Equipment, excluding source code.

  • Product: set composed of purchased Equipment, Software and/or Accessories.

  • Accessory: items complementary to the operation of the Product.

  • Service: labor, training, or contracted warranty extension.

  • Data backup: backup copy that must be maintained by the CLIENTE.

  • Technical Support: assistance by phone, internet, or in person.

  • Version update: new versions of the Software made available during the warranty period.

  • Training: training of end users for the correct operation of the products.

CLAUSE TWO – INFORMATION TO THE CLIENT

  • Acceptance of the Sales Order binds the CLIENTE to the terms of this Agreement.

  • Delivery and supply of the products depend on a qualification process for the CLIENTE (doctors, clinics, hospitals, universities, public agencies, or distributors must provide specific documentation).

  • Personal data provided in the Sales Order is processed and stored exclusively for billing, delivery, after-sales service, and traceability in accordance with ANVISA regulations.

CLAUSE THREE – SUBJECT MATTER

Sale of industrialized and/or commercialized products by CARDIOS, including equipment, software, accessories, and related services.

CLAUSE FOUR – PRICES, PAYMENT AND DELIVERY

  • Amounts and conditions are agreed in the Sales Order and do not guarantee future prices.

  • Late payments: 2% penalty + 1% monthly interest.

  • Payments may be made via bank slip, bank deposit, credit card, or financing.

  • Delivery at the address provided in the Sales Order. Exceptions may occur (force majeure, tax retention, incorrect addresses, etc.).

  • Up to 3 delivery attempts will be made; after that, the order returns to CARDIOS.

  • The CLIENTE must inspect the product upon delivery.

CLAUSE FIVE – CLIENT OBLIGATIONS AND RIGHTS

  • Change of mind: return within up to 30 calendar days after delivery, with full refund.

  • Replacement for manufacturing defect: up to 90 days after delivery, in accordance with the Consumer Protection Code.

  • Online purchases (e-commerce): exchange within up to 15 days if it does not meet expectations.

  • Promotions: the amount considered shall be the amount actually paid.

CLAUSE SIX – CARDIOS OBLIGATIONS

  • Provision of technical support and after-sales service during the warranty period.

  • One free operational training session per Sales Order.

  • Possibility of technical visits and exclusive training subject to additional costs.

CLAUSE SEVEN – WARRANTY

  • CARDIOS products have a factory warranty against manufacturing defects.

  • The warranty does not cover misuse, natural wear and tear, unauthorized modifications, improper storage, damage from liquids, drops, or tampered serial numbers.

  • Warranty periods (including the 90 legal days):

    • Holter: 1095 days

    • MAPA: 730 days

    • CardioMAPA: 1095 days

    • Arteris: 730 days

    • Software/licenses: 1095 days

    • Accessories: 90 days

  • Third-party products: manufacturer warranty.

CLAUSE EIGHT – INSTALLATION OF PRODUCTS

  • Free installation via remote support.

  • Additional costs may be charged if the service is provided in person.

  • Installation videos available on the website and on CARDIOS's YouTube channel.

CLAUSE NINE – TERMINATION FOR CAUSE

  • Contractual breach gives rise to termination after 30 days' notice.

  • Payment delay exceeding 60 days automatically terminates the contract.

  • Products must be returned immediately; otherwise, CARDIOS may recover them through judicial or extrajudicial means.

CLAUSE TEN – CONFIDENTIALITY

The parties must keep the information received confidential. Commercial terms and prices may not be disclosed to third parties.

CLAUSE ELEVEN – COMPLIANCE

  • CARDIOS strictly complies with anti-corruption and anti-bribery rules, including:

    • UK Bribery Act 2010

    • US Foreign Corrupt Practices Act 1977

    • UN Convention against Corruption

    • Modern Slavery Act 2015

CLAUSE TWELVE – GENERAL PROVISIONS

  • Acceptance of the Sales Order implies full acceptance of this Agreement.

  • Taxes arising from performance are the responsibility of the legal taxpayer.

  • Tolerance of breaches does not imply waiver of rights.

  • This agreement is governed by the laws of Brazil. Venue chosen: São Paulo/SP.

São Paulo, April 30, 2026.