Loos and Schelhaas, ‘Commercial Sales: The Common European Sales Law Compared to the Vienna Sales Convention’

Abstract:
If the Common European Sales Law (CESL) is adopted, commercial parties will have the opportunity to choose between two international legal instruments for the regulation of their international commercial sales contracts. Whereas CESL is available to both consumer and commercial sales contracts, the Vienna Sales Convention (CISG) is intended for commercial sales contracts only. This could suggest that CISG is more suitable for use in commercial sales contracts as commercial parties usually have different interests compared to consumers. In this paper it is argued that as CESL remedies major flaws in CISG, in fact CESL is the better choice (also) 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.

Loos, Marco and Schelhaas, Harriët, Commercial Sales: The Common European Sales Law Compared to the Vienna Sales Convention (October 19, 2012). Centre for the Study of European Contract Law Working Paper Series No. 14; European Review of Private Law, Forthcoming; Amsterdam Law School Research Paper No. 96.

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