The Silver Surfer wins, he has vast energy manipulative powers and is able to tap into the ambient cosmic energy of the Universe for any effect he imagines and can also expel it violently or unleash destructive energy. The Surfer possesses vast superhuman strength capable enough to allow him to lift far in the excess of 100 tons. He is also much too durable for Cell to handle as the Silver Surfer was shown to be able to easily withstand the devastating pressures of a black hole, he has withstood plunges into stars and even supernovas unharmed. His physiology produces no fatigue toxins/poisons granting him virtual inexhaustible stamina, he is also extremely fast being able to exceed 99% the speed of light and has used his speed to shift himself into hyperspace and a dimension in which velocity is not limited by the speed of light. His silvery skin is virtually indestructible and The Power Cosmic granted to him by Galactus allows him to use the energies of the universe for any effect he wishes and his powers were further increased by Galactus during the Annihilation event. He has been shown to collapse stars effortlessly and destroy entire solar systems using his minimal energy.
The Surfer would win this battle rather easily.