Terms and Legal Definitions

This Commercial Policy establishes the general conditions applicable to the purchase, delivery, replacement, return, installation, support, and warranty of products and services conceptualized and sold by Cardios.

Please read all clauses carefully before accepting a Sales Order.

By this private instrument, the parties:

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

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

Agree among themselves to enter into this Agreement for the Sale of Products and Services (“Agreement”), which shall be governed by the following clauses and conditions.

FIRST CLAUSE — DEFINITIONS

1.1. This Agreement regulates the general conditions applicable to the purchase, replacement, and return of equipment and respective software marketed and distributed by CARDIOS (jointly referred to as “Products”). For the purposes of this Agreement, the following terms and expressions have the definitions below:

a. CUSTOMER: Individual or legal entity duly qualified in the Sales Order, who wishes to purchase the products provided by CARDIOS, and who declares to be aware of all clauses of this agreement, accepting its current state, with nothing to claim (“CUSTOMER”).

b. Equipment: means the equipment described and characterized in the Sales Order.

c. Software: Computer program necessary for the use of the Equipment, not including its source code and the knowledge used in its production, described and characterized in the Sales Order.

d. Product: the set formed by the Equipment, Software, and/or Accessories acquired by the CUSTOMER, under the terms of the Sales Order.

e. Accessory: any complementary and/or optional item for the operation of the product, described and characterized in the Sales Order.

f. Service: any provision of service, whether labor, purchasing training, and/or extension of the warranty, as described and characterized in the Sales Order.

g. Data Backup: Electronic backup copy that must be maintained by the CUSTOMER, consisting of software installation files, exams, reports, configuration files, and databases.

h. Technical Support: Customer service provided by phone, internet, or in person (when Cardios is available and/or deems it necessary), the purpose of which is to clarify doubts regarding the operation of Cardios products and solve eventual technical problems.

i. Version Update: The provision of new versions of the Software, which is done free of charge during the period of the original purchase warranty.

j. Training: The process of transferring knowledge to the final users of the products, so that they can operate the products correctly.

SECOND CLAUSE — CUSTOMER INFORMATION

2.1. Acceptance of the Sales Order binds the customer to the terms of this agreement.

2.2. The Sales Order will be processed and the provision of the contracted products and services will occur only after the qualification process of the Customer by CARDIOS.

2.2.1. The qualification process occurs according to the type of customer and may be automated or require the CUSTOMER to send additional documents, as follows:



2.2.2. The customer will be notified by electronic means (text message via cell phone and/or email) if the process requires sending documents.

2.2.2.1. The customer undertakes to deliver the requested documents within 30 calendar days from the receipt of this notification, under penalty of losing the right to place new orders with CARDIOS and access CARDIOS' write-off and post-sales assistance channels until regularization.

2.3. Any personal data provided during the issuance of the Sales Order will be processed and stored exclusively by CARDIOS to ensure billing and delivery of products and services, post-sales activities, and traceability of products as determined by ANVISA.

THIRD CLAUSE — OBJECT

3.1. This agreement has as its object the sale to the CUSTOMER of products manufactured and/or commercialized by CARDIOS and comprises any equipment, software, accessories, and services listed in the Sales Order.

FOURTH CLAUSE — PRICES, PAYMENT, AND DELIVERY

4.1. The price and method of payment for the acquisition of the items described in the Sales Order were agreed upon by the parties at the time the Sales Order was issued and are valid exclusively for this event and do not represent, under any circumstances, a price registration document and/or price guarantee for future purchases.

4.2. The CUSTOMER agrees and authorizes the verification of their personal data in credit protection agencies for the purposes of analysis and credit approval for the Sales Order.

4.3. The CUSTOMER is also aware that delays in the payment of any installment or part of the Sales Order will imply a penalty of 10% (ten percent) per month, plus default interest of 1% (one percent) per month on the outstanding/delayed amount.

4.3.1. Payment delays longer than 45 days will subject the CUSTOMER to extrajudicial collection and/or registration with credit protection agencies.

4.4. The delivery time of the Sales Order is communicated to the CUSTOMER at the time of the Sales Order issuance and is counted in business days, unless indicated otherwise, and begins to be calculated after payment confirmation and/or credit approval, according to the payment condition and method chosen by the CUSTOMER.

4.4.1. Payments via bank slip will be issued by CARDIOS and will be automatically confirmed within three business days from their settlement in the banking network.

4.4.2. Payments via bank deposit will be confirmed by CARDIOS only on business days, during business hours, after receipt of proof and actual credit in the current account in the name of CARDIO SISTEMAS COMERCIAL INDUSTRIAL LTDA.

4.4.3. Payments via credit card will be confirmed at the time of transaction approval by the CUSTOMER'S credit card administrator.

4.4.4. Payments via Bank Financing will be confirmed by the FINANCIAL INSTITUTION partner of CARDIOS after receiving all the necessary documentation, which will be informed to the CUSTOMER by the FINANCIAL INSTITUTION during the Sales Order issuance, credit approval, and document approval.

4.5. Delivery will be made to the address indicated in the CNPJ registration certificate for corporate CUSTOMERS; or to the address indicated by the CUSTOMER when an individual.

4.6. CARDIOS will offer various transport options of the order to the customer according to the availability of services for the delivery address.

4.7. The CUSTOMER may also choose to appoint a representative or personally withdraw their order at our facilities at the time of issuing the Sales Order.

4.8. Some exceptions may alter the estimated delivery time, among them, but not limited to, reasons of force majeure (floods, fires, etc.), retention of the postal item for inspection by the state fiscal post, retention of the postal item by judicial authorities, incomplete or incorrect addressing of the recipient, difficulty of access to the locality (irregular transport or with low frequency) and/or difficulty of access to the address indicated by the sender. In these cases, CARDIOS shall not be held liable for any delay occurring in the delivery date initially expected, and shall be exempted from any blame or onus caused to the CUSTOMER.

4.9. In the event of a change in the delivery estimate of the Sales Order to the CUSTOMER caused by an adverse event under the management of CARDIOS, the CUSTOMER will be immediately notified through electronic channel (text message via cell phone and/or email). In these cases, the CUSTOMER may exercise the right to cancel the order without penalty and recover all amounts paid if they do not agree with the new delivery time.

4.10. Up to three delivery attempts will be made. The first occurs until the first business day following the arrival of the object at the distribution unit of our transport company. The other two attempts will be made on the immediately subsequent business days. If the three delivery attempts fail, the object will return to CARDIOS. The CUSTOMER will be contacted by our team to understand the reason for the return and proceed with the cancellation or reshipment of the order.

4.11. Upon delivery, the CUSTOMER undertakes to check if the product complies with what was requested in the Sales Order and if it is in perfect condition.

4.11.1. If the product is delivered damaged, with violated packaging, in disagreement with their order, or with missing items or accessories, the CUSTOMER must refuse the delivery and contact CARDIOS' relationship channels immediately.

FIFTH CLAUSE – CUSTOMER'S OBLIGATIONS AND RIGHTS

5.1. The CUSTOMER may request the undoing of the transaction under the RIGHT OF WITHDRAWAL and fully return the items from the Sales Order within up to 7 (seven) calendar days, starting from the delivery of the Sales Order.

5.1.1. For the CUSTOMER to exercise the right of withdrawal, they must contact our sales team through electronic means, including but not limited to email, WhatsApp, phone, or the electronic form available on the website (https://www.cardios.com.br), formalizing their request through one of these channels.

5.1.2. The CUSTOMER may choose to recover the amounts paid through refund/reimbursement of the amounts paid, with the reimbursement being made through the same payment method as the Sales Order; or receive the amount in credits to be used in future purchases at CARDIOS. In both hypotheses, the CUSTOMER must receive the amount equivalent to the total of the Sales Order, which will include the amount paid for shipping, if applicable.

5.1.3. The return provided in clause 5.1 will only be approved by CARDIOS after verifying the actual return of the product to CARDIOS' facilities, at the address indicated in the preamble of this Agreement; confirmation by CARDIOS that the product was returned unused, in its original packaging without being violated, accompanied by tags, manuals, accessories, and a copy of the invoice. The approval process will be conducted within up to 5 (five) business days after receiving the products.

5.1.4. In the event that the CUSTOMER exercises the right of withdrawal in disagreement with this clause or Agreement and/or if any divergence or violation of the returned product is identified, the return will not be accepted. The products will be returned to the customer without prior notice.

5.2. The CUSTOMER shall have the right to exchange products that present manufacturing faults or defects, which can be done as long as the request is made within the legal warranty period of 90 (ninety) days counted from the receipt of the products, pursuant to article 26 of the Consumer Defense Code.

5.2.1. In order for the CUSTOMER to make the exchange, they must contact our sales team through electronic means, including but not limited to email, WhatsApp, phone, or the electronic form available on the website (https://www.cardios.com.br), formalizing their request through one of these channels.

5.2.2. The CUSTOMER may choose to exchange the product acquired in the Sales Order for another product available in CARDIOS' portfolio, of equal value, lesser value, or higher value.

5.2.3. If the product for which the CUSTOMER is making the exchange has an equal value to the product to be exchanged, CARDIOS will process the exchange and a new delivery time will be communicated to the CUSTOMER.

5.2.4. If the chosen product is of lesser value than the product to be exchanged, the CUSTOMER may choose to receive a refund or credit to be used in future purchases.

5.2.5. In the event that the product chosen by the CUSTOMER has a higher value than the one originally purchased, the exchange will be conditioned upon the payment of the corresponding difference, according to the payment conditions agreed between the CUSTOMER and CARDIOS.

5.2.6. CARDIOS will not charge the CUSTOMER the shipping fee regarding the exchange, however, the exchange value shall not include the fee paid for shipping in the Sales Order, if applicable.

5.2.7. The exchange provided in clause 5.2 will only be approved by CARDIOS after verifying the actual return of the product to CARDIOS' facilities, at the address indicated in the preamble of this Agreement; confirmation by CARDIOS that the product was returned unused, in its original packaging without being opened, accompanied by tags, manuals, accessories, and a copy of the invoice. The approval process will be conducted within up to 5 (five) business days after receiving the products.

5.2.8. If the CUSTOMER exchanges the product in disagreement with this clause and/or if any divergence or violation of the product is identified, the return will not be accepted and we will return the product to the User without prior notice.

5.3. When the Sales Order is placed by the CUSTOMER itself – e-commerce purchases, for example – it is the CUSTOMER'S responsibility to select products according to their expectations, whether in size, model, and/or quantity.

5.3.1. In the event that the CUSTOMER verifies after the delivery of the Sales Order that the requested item does not correspond to what was expected, the CUSTOMER may still make use of the right to exchange, however, the request must be made within 15 (fifteen) calendar days from the delivery of the Sales Order, following the terms of clause 5.2.

5.4. In the event that exchanges and/or returns of promotional products are needed, the value considered will be the amount actually paid for the product by the CUSTOMER as shown in the Sales Order and invoice, and not its original value.

SIXTH CLAUSE — OBLIGATIONS OF CARDIOS

6.1. Cardios will offer technical and post-sales support directly to the customer through its internal team during the warranty period of its products.

6.1.1. Assistance is guaranteed through customer service numbers published on our website (https://www.cardios.com.br) only on business days, from 8:00 AM to 6:30 PM.

6.2. The CUSTOMER will also be offered, free of charge, a single operational training session for the use of CARDIOS equipment and software per Sales Order that contains Equipment, provided it is scheduled within 60 (sixty) calendar days after physical delivery of the Sales Order.

6.2.1. CARDIOS is not responsible for training registrations not completed by the CUSTOMER in the aforementioned period.

6.2.2. In-person training is delivered in groups according to schedule availability, with up to 15 people.

6.2.3. The training sessions will be taught by trained professionals and/or doctors who are part of the CARDIOS team and will have an average duration of 4 hours according to the topic addressed.

6.2.4. CARDIOS may provide the option of online training, to be carried out according to agenda availability and conditions established by the company.

6.3. The CUSTOMER may request, with a minimum of 20 (twenty) days prior written notice to our sales department, a technical visit and/or exclusive training at their facilities, provided that the respective remuneration is previously agreed upon between the CUSTOMER and CARDIOS, thereby not being included in the Sales Order value. In the event of travel, expenses for transport, stay, and meals will be the responsibility of the CUSTOMER, and these costs must be paid directly to CARDIOS after the provision of the contracted services.

SEVENTH CLAUSE – WARRANTY

7.1. CARDIOS guarantees the products it manufactures through its factory warranty, when the products are operated within the specifications and for the period scheduled, starting from the physical delivery date of the Sales Order to the CUSTOMER.

7.2. The CARDIOS factory warranty applies only to labor and parts supplied by CARDIOS in the case of problems proven to be caused by manufacturing defects and/or product faults.

7.3. CARDIOS undertakes to repair or replace, at its sole discretion, the defective product or part.

8.2. The warranty becomes void if it is verified that the product was operated in disagreement with the User Manuals and/or installation documents of the product.

7.5. The warranty does not cover:

7.5.1. natural wear and tear of the product, including cabinets, displays, accessories, and other components.

7.5.2. alterations, opening, maintenance, replacement, modifications, and/or repairs of parts carried out by third parties not certified by CARDIOS.

7.5.3. damages caused by misuse, understood as, but not limited to, incorrect handling, scratches, drops, accidents, liquid and/or food spills, use of cleaning products other than those recommended in the user manual, exposure to moisture or extreme weather conditions, corrosion, and oxidation in the product or its components.

7.5.4. operation outside the technical or environmental specifications designated for the product.

7.5.5. inadequate storage of the product until the actual installation date.

7.5.6. products that present an illegible, scraped, damaged, erased, altered, and/or removed serial number.

7.6. The CARDIOS factory warranty is offered only to customers with headquarters and/or products purchased within national territory.

7.7. CARDIOS factory warranty periods are given in days, corresponding to the 90 (ninety) days of legal warranty plus the period offered by CARDIOS. The total periods are presented below.

7.7.1. Dynamic Electrocardiography Line – HOLTER: 1095 days.

7.7.2. Ambulatory Blood Pressure Monitoring Line – ABPM (MAPA): 730 days.

7.7.3. CardioMAPA Line – Hybrid Holter and ABPM: 1095 days.

7.7.4. Arteris Line: 730 days.

7.7.5. Electrocardiography Line – Dynamis: 730 days.

7.7.6. Software and license devices: 1095 days.

7.7.7. Accessories manufactured by CARDIOS for any equipment: 90 days.

7.8. The products distributed by CARDIOS that are not manufactured by it have warranties from their respective manufacturers and/or brands for the period indicated on the packaging, always respecting the minimum legal period of 90 days.

7.9. No other warranties are offered other than those specifically expressed in this Contract or in the Sales Order issued to the CUSTOMER by CARDIOS. Therefore, any implicit/explicit warranties are EXCLUDED from this term, including but not limited to:

7.9.1. loss of profits arising from the impossibility of using the product while under repair.

7.9.2. any other indemnifications arising from malfunction of the Equipment.

7.10. In any case of warranty claims, CARDIOS' financial responsibility is expressly limited to the value of the Product at the time of sale to the CUSTOMER.

7.11. Services arising from repairs carried out under the factory warranty will be provided at CARDIOS' factory, located in São Paulo, SP, or at another location designed by it. All expenses arising from the mobilization of technicians to other locations and/or sending the products, such as packaging and shipping, will be borne by the CUSTOMER.

7.12. CARDIOS is not obliged to grant a warranty for products installed on operating systems not certified by it, according to the list published on its website (https://www.cardios.com.br), being exempt from any liability for failures, damages, or losses resulting from such use.

7.13. CARDIOS is not obliged to update or modify free of charge the version of the Software installed in the Equipment after delivery to the CUSTOMER, except in the case of updates and/or modifications that affect the safety of the Product.

7.14. CARDIOS shall not be held liable for damages caused to the Equipment and Software due to negligence, imprudence, or lack of skill on the part of the CUSTOMER and/or third parties contracted by them, as well as problems resulting from non-compliance with the technical standards contained in the operation manual that accompanies the products.

7.15. After the warranty period, in the event that any maintenance and/or technical assistance is required for the Products, the CUSTOMER must observe and adopt all of CARDIOS' internal procedures to send them to their facilities or to the designated location, provided the product is still within its useful life and its obsolescence has not been announced.

EIGHTH CLAUSE – PRODUCT INSTALLATION

8.1. Product installation is offered free of charge through CARDIOS Customer Support Service via remote technical support provided over the internet and/or phone as published on the CARDIOS website (https://www.cardios.com.br).

8.2. Expenses for transport, accommodation, and meals for the installation of products acquired by the CUSTOMER in case of a requested in-person technical visit are not part of the scope of the Sales Order, and may be charged by CARDIOS and/or its authorized commercial representatives.

8.3. CARDIOS also offers free training and installation videos on its YouTube channel and/or website (https://www.cardios.com.br).

NINTH CLAUSE – MOTIVATED TERMINATION

9.1. Non-compliance or irregular compliance with the obligations provided in the clauses of this Agreement will lead to the termination of the contract, provided that the irregularity is not remedied within up to 30 (thirty) calendar days counted from the date of the notification of default sent by the damaged party. An exception is made for payment delays, which must follow the procedure established in Clause 9.2 below.

9.2. The Agreement will be automatically terminated if the CUSTOMER delays or fails to make the full payment agreed upon between the parties for a period exceeding 60 (sixty) days. To avoid doubts, partial payment will not interrupt the 60 (sixty) days period referred to here, as only full payment of the due amount, plus interest, indexation, and applicable default fine, materializes the fulfillment of the obligation by the CUSTOMER.

9.2.1. Products that may already be in the possession of the CUSTOMER must be immediately returned to CARDIOS, and the CUSTOMER must bear all return costs.

9.2.2. In the event that the CUSTOMER does not return the products within up to 10 (ten) days from the date of motivated termination of the Agreement, CARDIOS may use any judicial or extrajudicial means, regardless of order or notice, to be reinstated in possession of the products, exercising its full property rights over them.

TENTH CLAUSE – CONFIDENTIALITY

10.1. The parties undertake to maintain the information they may have access to in absolute confidentiality, not disclosing it to third parties without the express authorization of the owner party of the information.

10.2. Commercial conditions, prices, and payment methods offered in the Sales Order are exclusive to the CUSTOMER and cannot be disclosed to third parties. CARDIOS reserves the right not to honor the conditions and undo the commercial transaction if a breach of confidentiality regarding the negotiation is proven.

ELEVENTH CLAUSE – PROCESSING AND PROTECTION OF PERSONAL DATA

11.1. The parties declare to know and commit to fully comply with Law No. 13,709/2018 (General Personal Data Protection Law - LGPD), as well as other applicable laws and regulations on the subject.

11.2. CARDIOS undertakes to collect, store, use, and process the holder's personal data strictly for the purpose of execution and fulfillment of this Sales Agreement (such as: billing, invoice issuance, product delivery, and warranty).

11.3. The personal data processed is limited to those indispensable for finalizing the sale, such as: full name, CPF/CNPJ, address, phone numbers, and email address.

11.4. In the event of a security incident, data leakage, or any suspected violation of the LGPD, the party that becomes aware of the fact must notify the other party immediately, adopting measures to mitigate possible damages.

11.5. Once the purpose of this agreement is completed, the data will be discarded in a secure manner, protecting only those whose retention is required for compliance with legal or regulatory obligations.

TWELFTH CLAUSE – GENERAL DISPOSITIONS

12.1. By accepting the Sales Order, the CUSTOMER understands and expressly accepts all the clauses of this Agreement, which was developed to serve the general public. Simple acceptance of the Sales Order binds the CUSTOMER to all terms of this Agreement, regardless of the use or non-use of the Product.

12.2. Taxes and other fiscal charges due under this Agreement, or its execution, will be the exclusive responsibility of the corresponding taxpayer, as defined in current tax legislation.

12.3. Tolerance by either party with respect to non-compliance with contractual obligations does not imply a novation or modification of the clauses adjusted here, constituting mere liberality.

12.4. This Agreement shall be governed by the laws of the Federative Republic of Brazil, and the parties, by common agreement, elect the courts of the City of São Paulo, State of São Paulo, waiving any other, however privileged it may be, to resolve any dispute arising from this agreement.

São Paulo, July 17, 2026.