Choosing between CISG and CESL: a comparison between the Common European Sales Law and the Vienna Sales Convention from the perspective of commercial parties

If the Common European Sales Law (CESL) is adopted, commercial parties will have the opportunity to choose between this instrument and the Vienna Sales Convention (CISG) to regulate their cross-border commercial sales contracts. In this paper, a comparison is made between the two international legal instruments in order to answer the question: why and when commercial parties should want to opt-in to the CESL (and opt-out of CISG)? In this paper it is argued that as CESL remedies major flaws in CISG, in fact CESL is the better choice for commercial parties, in particular because it introduces coherent rules on defects of consent, clearer and more balanced rules regarding the incorporation of standard terms, and a scheme for the testing of the unfairness of standard terms.